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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

For the fiscal year ended December 31, 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 – 4 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)

 

 

 

 

 

 

 

 

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

 

YES

X

 

NO

 

 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

 

YES

 

 

NO

X

 

 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

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

 

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

 

YES

x

 

NO

 

 

 

The aggregate market value on June 30, 2021, the last business day of the registrant’s most recently completed second quarter, of the voting shares held by non-affiliates of the registrant was $10.1 billion.

 

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

 

 

Class

 

Trading Symbol

Name of Exchange where

Registered

Number of Shares Outstanding

At February 1, 2022

 

Common Shares, $0.01 par value

 

RE

 

New York Stock Exchange

 

39,271,864

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Certain information required by Items 10, 11, 12, 13 and 14 of Form 10-K is incorporated by reference into Part III hereof from the registrant’s proxy statement for the 2022 Annual General Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant’s fiscal year ended December 31, 2021.

 

 


 

 

EVEREST RE GROUP, LTD

 

TABLE OF CONTENTS

FORM 10-K

 

 

 

 

Page

 

PART I

 

 

 

Item 1.

Business

1

Item 1A.

Risk Factors

23

Item 1B.

Unresolved Staff Comments

37

Item 2.

Properties

37

Item 3.

Legal Proceedings

37

Item 4.

Mine Safety Disclosures

37

 

 

 

 

 

 

PART II

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

38

Item 6.

Selected Financial Data

41

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

42

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

69

Item 8.

Financial Statements and Supplementary Data

69

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

69

Item 9A.

Controls and Procedures

69

Item 9B.

Other Information

70

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

70

 

 

 

 

 

 

PART III

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

70

Item 11.

Executive Compensation

70

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

70

Item 13.

Certain Relationships and Related Transactions, and Director Independence

70

Item 14.

Principal Accountant Fees and Services

71

 

 

 

 

 

 

PART IV

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

71

 

 


 

PART I

 

Unless otherwise indicated, all financial data in this document have been prepared using accounting principles generally accepted in the United States of America (“GAAP”). As used in this document, “Group” means Everest Re Group, Ltd.; “Holdings Ireland” means Everest Underwriting Group (Ireland) Limited; “Ireland Re” means Everest Reinsurance Company (Ireland), designated activity company; “Holdings” means Everest Reinsurance Holdings, Inc.; “Everest Re” means Everest Reinsurance Company and its subsidiaries (unless the context otherwise requires); and the “Company”, “we”, “us”, and “our” means Everest Re Group, Ltd. and its subsidiaries.

 

ITEM 1. BUSINESS

 

The Company.

Group, a Bermuda company, was established in 1999 as a wholly-owned subsidiary of Holdings. On February 24, 2000, a corporate restructuring was completed and Group became the new parent holding company of Holdings. Holdings continues to be the holding company for the Company’s U.S. based operations. Holders of shares of common stock of Holdings automatically became holders of the same number of common shares of Group. Prior to the restructuring, Group had no significant assets or capitalization and had not engaged in any business or prior activities other than in connection with the restructuring.

 

In connection with the February 24, 2000 restructuring, Group established a Bermuda-based reinsurance subsidiary, Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”), which commenced business in the second half of 2000. Group also formed Everest Global Services, Inc., a Delaware subsidiary, to perform administrative functions for Group and its U.S. based and non-U.S. based subsidiaries.

 

On December 30, 2008, Group contributed Holdings to its Irish holding company, Holdings Ireland. Holdings Ireland is a direct subsidiary of Group and was established to serve as a holding company for the U.S. and Irish reinsurance and insurance subsidiaries. Effective July 1, 2016, the Company established a new Irish holding company, Everest Dublin Insurance Holdings Limited (Ireland) (“Everest Dublin Holdings”) and contributed Ireland Re to Everest Dublin Holdings.

 

Holdings, a Delaware corporation, was established in 1993 to serve as the parent holding company of Everest Re, a Delaware property and casualty reinsurer formed in 1973. Until October 6, 1995, Holdings was an indirect wholly-owned subsidiary of The Prudential Insurance Company of America (“The Prudential”). On October 6, 1995, The Prudential sold its entire interest in Holdings in an initial public offering.

 

The Company’s principal business, conducted through its operating segments, is the underwriting of reinsurance and insurance in the U.S., Bermuda and international markets. The Company had gross written premiums, in 2021, of $13.0 billion with approximately 69.5% representing reinsurance and 30.5% representing insurance. Shareholders’ equity at December 31, 2021 was $10.1 billion. The Company underwrites reinsurance both through brokers and directly with ceding companies, giving it the flexibility to pursue business based on the ceding company’s preferred reinsurance purchasing method. The Company underwrites insurance principally through brokers, surplus lines brokers and general agent relationships. Group’s active operating subsidiaries are each rated A+ (“Superior”) by A.M. Best Company (“A.M. Best”), a leading provider of insurer ratings that assigns financial strength ratings to insurance companies based on their ability to meet their obligations to policyholders.

 

1


 

Following is a summary of the Company’s principal operating subsidiaries:

 

Bermuda Re, a Bermuda insurance company and a direct subsidiary of Group, is registered in Bermuda as a Class 4 insurer and long-term insurer and is authorized to write both reinsurance and insurance property and casualty and life and annuity business. Bermuda Re’s UK branch writes property and casualty reinsurance to the United Kingdom and European markets. At December 31, 2021, Bermuda Re had shareholder’s equity of $3.1 billion.

 

Everest International Reinsurance, Ltd. (“Everest International”), a Bermuda insurance company and a direct subsidiary of Group, is registered in Bermuda as a Class 4 insurer and is authorized to write property and casualty business. All of Everest International’s business has been inter-affiliate quota share reinsurance assumed from Everest Re, the UK branch of Bermuda Re, Ireland Re and Ireland Insurance. At December 31, 2021, Everest International had shareholder’s equity of $1.0 billion.

 

Ireland Re, an Ireland reinsurance company and an indirect subsidiary of Group, is licensed to write non-life reinsurance, both directly and through brokers, for the London and European markets.

 

Ireland Insurance, an Ireland insurance company and an indirect subsidiary of Group, is licensed to write insurance for the European markets.

 

Everest Re, a Delaware reinsurance company and a direct subsidiary of Holdings, is a licensed property and casualty insurer and/or reinsurer in all states, the District of Columbia, Puerto Rico and Guam and is authorized to conduct reinsurance business in Canada, Singapore and Brazil. Everest Re underwrites property and casualty reinsurance for insurance and reinsurance companies in the U.S. and international markets. At December 31, 2021, Everest Re had statutory surplus of $5.8 billion.

 

Everest Insurance Company of Canada (“Everest Canada”), a Canadian insurance company and direct subsidiary of Holdings Ireland, is licensed to write property and casualty insurance in all Canadian provinces.

 

Everest National Insurance Company (“Everest National”), a Delaware insurance company and a direct subsidiary of Everest Re, is licensed in 50 states, the District of Columbia and Puerto Rico and is authorized to write property and casualty insurance on an admitted basis in the jurisdictions in which it is licensed. The majority of Everest National’s business is reinsured by its parent, Everest Re.

 

Everest Indemnity Insurance Company (“Everest Indemnity”), a Delaware insurance company and a direct subsidiary of Everest Re, writes excess and surplus lines insurance business in the U.S. on a non-admitted basis. Excess and surplus lines insurance is specialty property and liability coverage that an insurer not licensed to write insurance in a particular jurisdiction is permitted to provide to insureds when the specific specialty coverage is unavailable from admitted insurers. Everest Indemnity is licensed in Delaware and is eligible to write business on a non-admitted basis in all other states, the District of Columbia and Puerto Rico. The majority of Everest Indemnity’s business is reinsured by its parent, Everest Re.

 

Everest Security Insurance Company (“Everest Security”), a Georgia insurance company and a direct subsidiary of Everest Re, writes property and casualty insurance on an admitted basis in Georgia and Alabama and is approved as an eligible surplus lines insurer in Delaware. The majority of Everest Security’s business is reinsured by its parent, Everest Re.

 

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

2


 

 

Everest Premier Insurance Company (“Everest Premier”), a Delaware insurance company and a direct subsidiary of Everest Re, is licensed to write property and casualty insurance in all 50 states and the District of Columbia.

 

Everest Denali Insurance Company (“Everest Denali”), a Delaware insurance company and a direct subsidiary of Everest Re, is licensed to write property and casualty insurance in all 50 states and the District of Columbia.

 

Reinsurance Industry Overview.

Reinsurance is an arrangement in which an insurance company, the reinsurer, agrees to indemnify another insurance or reinsurance company, the ceding company, against all or a portion of the insurance risks underwritten by the ceding company under one or more insurance contracts. Reinsurance can provide a ceding company with several benefits, including a reduction in its net liability on individual risks or classes of risks, catastrophe protection from large and/or multiple losses and/or a reduction in operating leverage as measured by the ratio of net premiums and reserves to capital. Reinsurance also provides a ceding company with additional underwriting capacity by permitting it to accept larger risks and write more business than would be acceptable relative to the ceding company’s financial resources. Reinsurance does not discharge the ceding company from its liability to policyholders; rather, it reimburses the ceding company for covered losses.

 

There are two basic types of reinsurance arrangements: treaty and facultative. Treaty reinsurance obligates the ceding company to cede and the reinsurer to assume a specified portion of a type or category of risks insured by the ceding company. Treaty reinsurers do not separately evaluate each of the individual risks assumed under their treaties, instead, the reinsurer relies upon the pricing and underwriting decisions made by the ceding company. In facultative reinsurance, the ceding company cedes and the reinsurer assumes all or part of the risk under a single insurance contract. Facultative reinsurance is negotiated separately for each insurance contract that is reinsured. Facultative reinsurance, when purchased by ceding companies, usually is intended to cover individual risks not covered by their reinsurance treaties because of the dollar limits involved or because the risk is unusual.

 

Both treaty and facultative reinsurance can be written on either a pro rata basis or an excess of loss basis. Under pro rata reinsurance, the ceding company and the reinsurer share the premiums as well as the losses and expenses in an agreed proportion. Under excess of loss reinsurance, the reinsurer indemnifies the ceding company against all or a specified portion of losses and expenses in excess of a specified dollar amount, known as the ceding company's retention or reinsurer's attachment point, generally subject to a negotiated reinsurance contract limit.

 

In pro rata reinsurance, the reinsurer generally pays the ceding company a ceding commission. The ceding commission generally is based on the ceding company’s cost of acquiring the business being reinsured (commissions, premium taxes, assessments and miscellaneous administrative expense and may contain profit sharing provisions, whereby the ceding commission is adjusted based on loss experience). Premiums paid by the ceding company to a reinsurer for excess of loss reinsurance are not directly proportional to the premiums that the ceding company receives because the reinsurer does not assume a proportionate risk. There is usually no ceding commission on excess of loss reinsurance.

 

Reinsurers may purchase reinsurance to cover their own risk exposure. Reinsurance of a reinsurer's business is called a retrocession. Reinsurance companies cede risks under retrocessional agreements to other reinsurers, known as retrocessionaires, for reasons similar to those that cause insurers to purchase reinsurance: to reduce net liability on individual or classes of risks, protect against catastrophic losses, stabilize financial ratios and obtain additional underwriting capacity.

 

Reinsurance can be written through intermediaries, generally professional reinsurance brokers, or directly with ceding companies. From a ceding company's perspective, the broker and the direct distribution channels have

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advantages and disadvantages. A ceding company's decision to select one distribution channel over the other will be influenced by its perception of such advantages and disadvantages relative to the reinsurance coverage being placed.

 

Business Strategy.

The Company’s business strategy is to sustain its leadership position within targeted reinsurance and insurance markets, provide effective management throughout the property and casualty underwriting cycle and thereby achieve an attractive return for its shareholders. The Company’s underwriting strategies seek to capitalize on its i) financial strength and capacity, ii) global franchise, iii) stable and experienced management team, iv) diversified product and distribution offerings, v) underwriting expertise and disciplined approach, vi) efficient and low-cost operating structure and vii) effective enterprise risk management practices.

 

The Company offers treaty and facultative reinsurance and admitted and non-admitted insurance. The Company’s products include the full range of property and casualty reinsurance and insurance coverages, including marine, aviation, surety, errors and omissions liability (“E&O”), directors’ and officers’ liability (“D&O”), medical malpractice, mortgage reinsurance, other specialty lines, accident and health (“A&H”) and workers’ compensation.

 

The Company’s underwriting strategies emphasizes underwriting profitability over premium volume. Key elements of this strategy include careful risk selection, appropriate pricing through strict underwriting discipline and adjustment of the Company’s business mix in response to changing market conditions. The Company focuses on reinsuring companies that effectively manage the underwriting cycle through proper analysis and pricing of underlying risks and whose underwriting guidelines and performance are compatible with its objectives.

 

The Company’s underwriting strategies emphasize flexibility and responsiveness to changing market conditions. The Company believes that its existing strengths, including its broad underwriting expertise, global presence, strong financial ratings and substantial capital, facilitate adjustments to its mix of business geographically, by line of business and by type of coverage, allowing it to participate in those market opportunities that provide the greatest potential for underwriting profitability. The Company’s insurance operations complement these strategies by accessing business that is not available on a reinsurance basis. The Company carefully monitors its mix of business across all operations to avoid unacceptable geographic or other risk concentrations.

 

Commencing in 2015 the Company initiated a strategic build out of its insurance platform through the investment in key leadership hires which in turn has brought significant underwriting talent and stronger direction in achieving its insurance program strategic goals of increased premium volume and improved underwriting results. Recent growth is coming from highly diversified areas including newly launched lines of business, as well as product and geographic expansion in existing lines of business. The Company is building a world-class insurance platform capable of offering products across lines and geographies, complementing its leading global reinsurance franchise. As part of this initiative, the Company launched a syndicate through Lloyd’s of London and formed Ireland Insurance, providing access to additional international business and new product opportunities to further diversify and broaden its insurance portfolio going forward.

 

Marketing.

The Company writes business on a worldwide basis for many different customers and lines of business, thereby obtaining a broad spread of risk. The Company is not substantially dependent on any single customer, small group of customers, line of business or geographic area. For the 2021 calendar year, no single customer (ceding company or insured) generated more than 3.8% of the Company’s gross written premiums. The Company believes that a reduction of business from any one customer would not have a material adverse effect on its future financial condition or results of operations.

 

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Approximately 63.6%, 5.7% and 30.7% of the Company’s 2021 gross written premiums were written in the broker reinsurance, insurance and direct reinsurance markets, respectively.

 

The broker reinsurance market consists of several substantial national and international brokers and a number of smaller specialized brokers. Brokers do not have the authority to bind the Company with respect to reinsurance agreements, nor does the Company commit in advance to accept any portion of a broker’s submitted business. Reinsurance business from any ceding company, whether new or renewal is subject to acceptance by the Company. Brokerage fees are generally paid by reinsurers. The Company’s ten largest brokers accounted for an aggregate of approximately 52.7% of gross written premiums in 2021. The largest broker, Marsh and McLennan, accounted for approximately 20.5% of gross written premiums. The second largest broker, Aon, accounted for approximately 15.9% of gross written premiums. The Company believes that a reduction of business assumed from any one broker would not have a material adverse effect on the Company.

 

The direct reinsurance market remains an important distribution channel for reinsurance business written by the Company. Direct placement of reinsurance enables the Company to access clients who prefer to place their reinsurance directly with reinsurers based upon the reinsurer’s in-depth understanding of the ceding company’s needs.

 

The Company’s insurance business mainly writes commercial property and casualty on an admitted and non-admitted basis. The business is written through wholesale and retail brokers, surplus lines brokers and through program administrators. In 2021, two program administrators accounted for approximately 11% of the Company’s gross written premium each and included multiple independent programs for each program administrator with the largest representing 3% of the overall gross written premium.

 

The Company continually evaluates each business relationship, including the underwriting expertise and experience brought to bear through the involved distribution channel, performs analyses to evaluate financial security, monitors performance and adjusts underwriting decisions accordingly.

 

Segment Results.

The Company manages its reinsurance and insurance operations as autonomous units and key strategic decisions are based on the aggregate operating results and projections for these segments of business.

 

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, Europe and South America through its offices in the U.S., Canada, Chile, the United Kingdom, Ireland and a branch located 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. For selected financial information regarding these segments, see ITEM 8, “Financial Statements and Supplementary Data” - Note 17 of Notes to Consolidated Financial Statements and ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Segment Results”.

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Underwriting Operations.

The following five year table presents the distribution of the Company’s gross written premiums by its segments: Reinsurance and Insurance. The premiums for each segment are further split between property and casualty business and, for reinsurance business, between pro rata or excess of loss business:

 

 

Gross Written Premiums by Segment

 

Years Ended December 31,

(Dollars in millions)

2021

 

2020

 

2019

 

2018

 

2017

Reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Pro Rata (1)

$

2,843.4

31.4%

 

$

2,397.3

32.9%

 

$

1,974.2

31.1%

 

$

2,147.3

34.5%

 

$

1,718.9

33.6%

Property Non-Catastrophe XOL

 

625.0

6.9%

 

 

507.9

7.0%

 

 

442.7

7.0%

 

 

397.9

6.4%

 

 

353.3

6.9%

Property Catastrophe XOL

 

1,468.4

16.2%

 

 

1,277.1

17.5%

 

 

1,186.9

18.6%

 

 

1,313.2

21.1%

 

 

1,355.1

26.5%

Casualty Pro Rata

 

2,250.9

24.8%

 

 

1,526.5

21.0%

 

 

1,443.3

22.7%

 

 

1,172.1

18.8%

 

 

641.4

12.5%

Casualty XOL

 

1,267.3

14.0%

 

 

947.7

13.0%

 

 

730.3

11.5%

 

 

574.3

9.2%

 

 

448.3

8.8%

Financial Lines

 

612.4

6.8%

 

 

625.3

8.6%

 

 

578.4

9.1%

 

 

619.8

10.0%

 

 

597.6

11.7%

Reinsurance Total (2)

$

9,067.3

100.0%

 

$

7,281.7

100.0%

 

$

6,355.9

100.0%

 

$

6,224.6

100.0%

 

$

5,114.7

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accident and Health

$

417.9

10.5%

 

$

370.0

11.6%

 

$

336.8

12.1%

 

$

286.1

12.7%

 

 

263.8

12.8%

Specialty Casualty

 

1,355.4

34.0%

 

 

1,004.5

31.4%

 

 

789.6

28.4%

 

 

581.9

25.9%

 

 

403.8

19.6%

Other Specialty

 

233.2

5.9%

 

 

169.2

5.3%

 

 

133.8

4.8%

 

 

94.1

4.2%

 

 

64.2

3.1%

Professional Liability

 

785.5

19.7%

 

 

542.0

16.9%

 

 

417.8

15.0%

 

 

310.2

13.8%

 

 

275.1

13.4%

Property/Short Tail

 

717.4

18.0%

 

 

605.0

18.9%

 

 

530.6

19.1%

 

 

447.1

19.9%

 

 

556.6

27.0%

Workers' Compensation

 

473.2

11.9%

 

 

510.1

15.9%

 

 

568.8

20.5%

 

 

531.2

23.6%

 

 

495.7

24.0%

Insurance Total (2)

 

3,982.5

100.0%

 

 

3,200.6

100.0%

 

 

2,777.5

100.0%

 

 

2,250.6

100.0%

 

 

2,059.2

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Company (2)

$

13,049.8

100.0%

 

$

10,482.4

100.0%

 

$

9,133.4

100.0%

 

$

8,475.2

100.0%

 

$

7,173.9

100.0%

__________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) For purposes of the presentation above, pro rata includes all insurance and reinsurance attaching to the first dollar of loss incurred by the ceding company.

 

 

 

(2) Certain totals and subtotals may not reconcile due to rounding.

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinsurance Segment. The Company’s Reinsurance segment writes 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. The Company’s Reinsurance segment business is written within three main Reinsurance markets - U.S. Reinsurance market, International Reinsurance market, and Bermuda Reinsurance market.

 

The Company’s U.S. Reinsurance market includes property and casualty reinsurance and specialty lines of business, including marine, aviation, surety and A&H business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies within the U.S. The treaty property underwriters utilize sophisticated underwriting methods to analyze and price property business. The Company manages its exposures to catastrophe and other large losses by limiting exposures on individual contracts and limiting aggregate exposures to catastrophes in any zone and across contiguous zones. The treaty casualty business consists of professional liability, D&O liability, workers’ compensation, financial lines, excess and surplus lines and other liability coverages. As a result of the complex technical nature of most of these risks, the Company’s casualty underwriters tend to specialize by line of business and work closely with the Company’s pricing actuaries. Facultative business includes property, casualty, and national brokerage lines of business. The marine and aviation business is written primarily through brokers and contains a significant international component. Surety business consists mainly of reinsurance of contract surety bonds. In 2021, $3.8 billion of the Company’s gross written premiums were attributable to its U.S. Reinsurance market of which 51.2% was treaty property business, 33.1% treaty casualty business, 10.2% facultative business, 2.9% marine & aviation business, 1.3% surety business, and 1.3% A&H business. In addition, 56.3% was written on a pro rata basis and 43.7% was written on an excess of loss basis. The Company targets certain brokers and, through the broker market, specialty companies and small to medium sized standard lines companies. The Company also targets companies that place their business predominantly in the direct market, including small to medium sized regional ceding companies, and seeks to develop long-term relationships with those companies. In addition, the

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U.S. Reinsurance market includes portions of reinsurance programs for large, national insurance companies. In 2021, 96.5% and 3.5% of the Company’s gross written premiums in the U.S. reinsurance market were written in the broker reinsurance and direct reinsurance markets, respectively.

 

The Company’s International Reinsurance market focuses on opportunities in several targeted international locations, including Canada, with a branch in Toronto; Asia, with a branch in Singapore; and Latin America, Brazil, Africa and the Middle East, which business is serviced from Everest Re’s Miami and New Jersey offices. The Company also writes from New Jersey “home-foreign” business, which provides reinsurance on the international portfolios of U.S. insurers. In 2021, $2.2 billion of gross written premiums were attributable to International operation. Of the Company’s 2021 international gross written premiums, $1.6 billion was written out of our Miami and New Jersey offices of which 72.3% was treaty reinsurance and 27.7% facultative reinsurance, $251.5 million out of our Canadian branch which 69.2% was treaty reinsurance and 30.8% facultative reinsurance, and $313.9 million out of our Singapore branch which mainly was treaty business. 44.9% of International business represented property pro rata business, 29.8% represented property excess of loss business, 14.0% represented casualty excess of loss business and 11.3% represented casualty pro rata business. As with the U.S. Reinsurance market, the Company’s International Reinsurance market focuses on financially sound companies that have strong management and underwriting discipline and expertise. Of the Company’s 2021 gross written premiums in its International Reinsurance market, 75.2% was written through brokers, with 24.8% written directly with ceding companies.

 

The Company’s Bermuda Reinsurance market includes property and casualty reinsurance through Bermuda Re and property and casualty reinsurance through its UK branch as well as through Ireland Re. The Company also writes assumed business with the segregated cells of Mt. Logan Re Ltd. (Bermuda) (“Mt. Logan Re”) which represents a diversified set of catastrophe exposures, diversified by risk/peril and across different geographical regions globally. In 2021, $3.1 billion of gross written premiums were attributable to Bermuda operation. Of the Company’s 2021 gross written premiums in its Bermuda Reinsurance market, $1.3 billion was written through Bermuda Re, $1.2 billion through our UK branch, $610.1 million through Ireland Re and $12.1 million through Mt. Logan. 49.8% of Bermuda business represented casualty pro rata business, 24.9% represented property pro rata business, 14.5% represented casualty excess of loss business and 10.8% represented property excess of loss business. 96.9% of Bermuda operations was written through brokers, with 3.1% written directly with ceding companies.

 

Insurance Segment. The Insurance segment writes property and casualty insurance through general agents, wholesale and retail brokers and surplus lines brokers within the U.S., Canada, Ireland, Netherlands, Bermuda, Chile and through the Company’s Lloyds Syndicate. In 2021, the Company’s Insurance segment wrote $4.0 billion of gross written premiums, of which 72% was casualty and 28% was property, principally targeting commercial business. Insurance business written directly through the Company’s offices represented $3.0 billion or 76% of the segment’s premium and $954 million or 24% was written through program administrators.

 

In 2021 the Insurance Segment wrote $1.4 billion of Specialty Casualty business consisting primarily of auto liability, primary and excess general liability, and some products liability written by multiple divisions with the largest including Specialty Casualty, Risk Management, Everest Underwriting Partners (“EUP”), EverSports and Energy. Professional Liability totaled $786 million consisting primarily of directors’ and officers’ liability, error and omissions, fiduciary liability, cyber liability, crime, and employment practices liability written principally by the Everest Specialty Underwriters (“ESU”) division and the Lloyd’s Syndicate. Property / Short Tail business totaled $717 million consisting of commercial property, auto physical damage, and contingency business, written principally by the US Property and EUP divisions, and Everest Canada. Workers Compensation totaled $473 million of premium, written with a focus on the manufacturing, hospitality, construction, and real estate industries, and written principally by the Risk Management and EUP divisions. Accident and Health totaled $418 million, which includes principally medical stop loss, specialty medical business, pro sports disability and Medicare supplement business. Other Specialty totaled $233 million consisting of reps and warranty, credit and political risk, and surety written within the ESU division and Everest Ireland.

 

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Geographic Areas. The Company conducts its business in Bermuda, the U.S. and a number of foreign countries. For select financial information about geographic areas, see ITEM 8, “Financial Statements and Supplementary Data” - Note 17 of Notes to the Consolidated Financial Statements. Risks attendant to the foreign operations of the Company parallel those attendant to the U.S. operations of the Company, with the primary exception of foreign exchange risks. For more information about the risks, see ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Safe Harbor Disclosure”.

 

Underwriting.

One of the Company’s strategies is to "lead" as many of the reinsurance treaties it underwrites as possible. The Company leads on approximately two-thirds of its treaty reinsurance business as measured by premium. The lead reinsurer on a treaty generally accepts one of the largest percentage shares of the treaty and is in the strongest position to negotiate price, terms and conditions. Management believes this strategy enables it to obtain more favorable terms and conditions on the treaties on which it participates. When the Company does not lead the treaty, it may still suggest changes to any aspect of the treaty. The Company may decline to participate on a treaty based upon its assessment of all relevant factors.

 

The Company’s treaty underwriting process involves a team approach among the Company’s underwriters, actuaries and claim staff. Treaties are reviewed for compliance with the Company’s general underwriting standards and most larger treaties are subjected to detailed actuarial analysis. The actuarial models used in such analyses are tailored in each case to the subject exposures and loss experience. The Company does not separately evaluate each of the individual risks assumed under its treaties. The Company does, however, evaluate the underwriting guidelines, data and other information of its ceding companies to determine their adequacy prior to entering into a treaty. The Company may also conduct underwriting, operational and claim audits at the offices of ceding companies to monitor adherence to underwriting guidelines. Underwriting audits focus on the quality of the underwriting staff, pricing and risk selection and rate monitoring over time. Claim audits may be performed in order to evaluate the client’s claims handling abilities and practices.

 

The Company’s facultative underwriters operate within guidelines specifying acceptable types of risks, limits and maximum risk exposures. Specified classes of large premium U.S. risks are referred to Everest Re’s New York facultative headquarters for specific review before premium quotations are given to clients. In addition, the Company’s guidelines require certain types of risks to be submitted for review because of their aggregate limits, complexity or volatility, regardless of premium amount on the underlying contract. Non-U.S. risks exhibiting similar characteristics are reviewed by senior managers within the involved operations.

 

In addition to its own underwriting staff, the Company’s insurance operations write casualty coverages for homogeneous risks through select program managers. These programs are evaluated based upon actuarial analysis and the program manager’s capabilities. The Company’s rates, forms and underwriting guidelines are tailored to specific risk types. The Company’s underwriting, actuarial, claim and financial functions work closely with its program managers to establish appropriate underwriting and processing guidelines as well as appropriate performance monitoring mechanisms.

 

Risk Management of Underwriting and Reinsurance Arrangements

 

Underwriting Risk and Accumulation Controls. Each segment and business unit manages its underwriting risk in accordance with established guidelines. These guidelines place dollar limits on the amount of business that can be written based on a variety of factors, including (re)insured company profile, line of business, geographic location and risk hazards. In each case, the guidelines permit limited exceptions, which must be authorized by the Company’s senior management. Management regularly reviews and revises these guidelines in response to changes in business unit product offerings, market conditions, risk versus reward analyses and the Company’s enterprise and underwriting risk management processes.

 

The operating results and financial condition of the Company can be adversely affected by catastrophe and other large losses. The Company manages its exposure to catastrophes and other large losses by:

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selective underwriting practices;

 

diversifying its risk portfolio by geographic area and by types and classes of business;

 

limiting its aggregate catastrophe loss exposure in any particular geographic zone and contiguous zones;

 

purchasing reinsurance and/or retrocessional protection to the extent that such coverage can be secured cost-effectively. See “Reinsurance and Retrocession Arrangements”.

 

Like other insurance and reinsurance companies, the Company is exposed to multiple insured losses arising out of a single occurrence, whether a natural event, such as a hurricane or an earthquake, or other catastrophe, such as an explosion at a major factory. A large catastrophic event can be expected to generate insured losses to multiple reinsurance treaties, facultative certificates and direct insurance policies across various lines of business.

 

The Company focuses on potential losses that could result from any single event or series of events as part of its evaluation and monitoring of its aggregate exposures to catastrophic events. Accordingly, the Company employs various techniques to estimate the amount of loss it could sustain from any single catastrophic event or series of events in various geographic areas. These techniques range from deterministic approaches, such as tracking aggregate limits exposed in catastrophe-prone zones and applying reasonable damage factors, to modeled approaches that attempt to scientifically measure catastrophe loss exposure using sophisticated Monte Carlo simulation techniques that forecast frequency and severity of potential losses on a probabilistic basis.

 

No single computer model, or group of models, is currently capable of projecting the amount and probability of loss in all global geographic regions in which the Company conducts business. In addition, the form, quality and granularity of underwriting exposure data furnished by (re)insureds is not uniformly compatible with the data requirements for the Company’s licensed models, which adds to the inherent imprecision in the potential loss projections. Further, the results from multiple models and analytical methods must be combined to estimate potential losses by and across business units. Also, while most models have been updated to incorporate claims information from recent catastrophic events, catastrophe model projections are still inherently imprecise. In addition, uncertainties with respect to future climatic patterns and cycles could add further uncertainty to loss projections from models based on historical data.

 

Nevertheless, when combined with traditional risk management techniques and sound underwriting judgment, catastrophe models are a useful tool for underwriters to price catastrophe exposed risks and for providing management with quantitative analyses with which to monitor and manage catastrophic risk exposures by zone and across zones for individual and multiple events.

 

Projected catastrophe losses are generally summarized in terms of the probable maximum loss (“PML”). The Company defines PML as its anticipated loss, taking into account contract terms and limits, caused by a single catastrophe affecting a broad contiguous geographic area, such as that caused by a hurricane or earthquake. The PML will vary depending upon the modeled simulated losses and the make-up of the in force book of business. The projected severity levels are described in terms of “return periods”, such as “100-year events” and “250-year events”. For example, a 100-year PML is the estimated loss to the current in-force portfolio from a single event which has a 1% probability of being exceeded in a twelve month period. In other words, it corresponds to a 99% probability that the loss from a single event will fall below the indicated PML. It is important to note that PMLs are estimates. Modeled events are hypothetical events produced by a stochastic model. As a result, there can be no assurance that any actual event will align with the modeled event or that actual losses from events similar to the modeled events will not vary materially from the modeled event PML.

 

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From an enterprise risk management perspective, management sets limits on the levels of catastrophe loss exposure the Company may underwrite. The limits are revised periodically based on a variety of factors, including but not limited to the Company’s financial resources and expected earnings and risk/reward analyses of the business being underwritten.

 

The Company may purchase reinsurance to cover specific business written or the potential accumulation or aggregation of exposures across some or all of its operations. Reinsurance purchasing decisions consider both the potential coverage and market conditions including the pricing, terms, conditions, availability and collectability of coverage, with the aim of securing cost effective protection from financially secure counterparties. The amount of reinsurance purchased has varied over time, reflecting the Company’s view of its exposures and the cost of reinsurance.

 

Management estimates that the projected net economic loss from its largest 100-year event in a given zone represents approximately 4.8% of its December 31, 2021 shareholders’ equity. Economic loss is the PML exposure, net of third party reinsurance, reduced by estimated reinstatement premiums to renew coverage and estimated income taxes. The impact of income taxes on the PML depends on the distribution of the losses by corporate entity, which is also affected by inter-affiliate reinsurance. Management also monitors and controls its largest PMLs at multiple points along the loss distribution curve, such as loss amounts at the 20, 50, 100, 250, 500 and 1,000 year return periods. This process enables management to identify and control exposure accumulations and to integrate such exposures into enterprise risk, underwriting and capital management decisions.

 

The Company’s catastrophe loss projections, segmented by risk zones, are updated quarterly and reviewed as part of a formal risk management review process. The table below reflects the Company’s PML exposure, net of third party reinsurance at various return periods for its top three zones/perils (as ranked by the largest 1 in 100 year economic loss) based on loss projection data as of January 1, 2022:

 

Return Periods (in years)

1 in 20

 

1 in 50

 

1 in 100

 

1 in 250

 

1 in 500

 

1 in 1,000

Exceeding Probability

5.0%

 

2.0%

 

1.0%

 

0.4%

 

0.2%

 

0.1%

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zone/ Peril

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

California, Earthquake

$

155

 

$

521

 

$

701

 

$

848

 

$

1,045

 

$

2,189

Southeast U.S., Wind

 

411

 

 

534

 

 

649

 

 

815

 

 

1,027

 

 

1,412

Texas Wind

 

152

 

 

345

 

 

483

 

 

612

 

 

706

 

 

860

 

The projected net economic losses, defined as PML exposures, net of third party reinsurance, reinstatement premiums and estimated income taxes, for the top three zones/perils scheduled above are as follows:

 

Return Periods (in years)

1 in 20

 

1 in 50

 

1 in 100

 

1 in 250

 

1 in 500

 

1 in 1,000

Exceeding Probability

5.0%

 

2.0%

 

1.0%

 

0.4%

 

0.2%

 

0.1%

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zone/ Peril

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

California, Earthquake

$

120

 

$

357

 

$

483

 

$

595

 

$

754

 

$

1,586

Southeast U.S., Wind

 

260

 

$

350

 

 

413

 

 

558

 

 

673

 

 

963

Texas Wind

 

114

 

 

243

 

 

332

 

 

422

 

 

469

 

 

586

 

The Company believes that its methods of monitoring, analyzing and managing catastrophe exposures provide a credible risk management framework, which is integrated with its enterprise risk management, underwriting and capital management plans. However, there is much uncertainty and imprecision inherent in the catastrophe models and the catastrophe loss estimation process generally. As a result, there can be no assurance that the Company will not experience losses from individual events that exceed the PML or other return period projections, perhaps by a material amount. Nor can there be assurance that the Company will not

10


 

experience events impacting multiple zones, or multiple severe events that could, in the aggregate, exceed the Company’s PML expectations by a significant amount.

 

Terrorism Risk. While the Company writes some reinsurance contracts covering terrorism, the Company’s risk management philosophy is to limit the amount of exposure by geographic region, and to strictly manage coverage for properties in areas that may be considered a target for terrorists. Providing terrorism coverage on reinsurance contracts is negotiable, and many, but not all, treaties contain exclusions which limit much of this risk. While many property insurance policies are required to offer coverage for terrorism, this coverage is often not purchased. However, terrorism is typically covered by worker compensation policies. As a result, the Company is exposed to losses from terrorism on both its reinsurance and its insurance book of business, particularly its workers’ compensation and property policies. However, the insurance book generally does not insure large corporations or corporate locations that represent large concentrations of risk.

 

The U.S. Terrorism Risk Insurance Program Reauthorization Act of 2019 provides some protection to the insurance book of business. It also provides indirect protection to exposed reinsurance treaties. However, the Company is still exposed to risk of loss from terrorism due to deductibles, co-pays and uncovered lines of business.

 

Reinsurance and Retrocession Arrangements. The Company may purchase reinsurance to cover specific business written or the potential accumulation or aggregation of exposures across some or all of its operations. Reinsurance purchasing decisions consider both the potential coverage and market conditions including the pricing, terms, conditions and availability of coverage, with the aim of securing cost effective protection. The amount of reinsurance purchased has varied over time, reflecting the Company’s view of its exposures and the cost of reinsurance. In recent years, the Company has increased its use of reinsurance offered through capital market facilities.

 

The Company participates in “common account” retrocessional arrangements for certain reinsurance treaties whereby a ceding company purchases reinsurance for the benefit of itself and its reinsurers under one or more of its reinsurance treaties. Common account retrocessional arrangements reduce the effect of individual or aggregate losses to all participating companies, including the ceding company, with respect to the involved treaties.

 

All of the Company’s reinsurance and retrocessional agreements transfer significant reinsurance risk and therefore, are accounted for as reinsurance in accordance with the Financial Accounting Standards Board (“FASB”) guidance.

 

At December 31, 2021, the Company had $2.1 billion in reinsurance recoverables with respect to both paid and unpaid losses ceded. Of this amount $691.4 million, or 33.7%, was recoverable from Mt. Logan Re collateralized segregated accounts; $221.9 million, or 10.8%, was recoverable from Munich Reinsurance America, Inc. (“Munich Re”) and $115.1 million, or 5.6%, was recoverable from Endurance Reinsurance Corporation of America (“Endurance Re”). No other retrocessionaire accounted for more than 5% of our recoverables. Although management carefully selects its reinsurers, the Company is subject to credit risk with respect to its reinsurance because the ceding of risk to reinsurers does not relieve the Company of its liability to insureds or ceding companies. See ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition”.

 

11


 

Claims.

Reinsurance and insurance claims are managed by the Company’s professional claims staff whose responsibilities include reviewing initial loss reports and coverage issues, monitoring claims handling activities of ceding companies, establishing and adjusting proper case reserves and approving payment of claims. In addition to claims assessment, processing and payment, the claims staff selectively conducts comprehensive claim audits of both specific claims and overall claim procedures at the offices of selected ceding companies. Some insurance claims are handled by third party claims service providers who have limited authority and are subject to oversight by the Company’s professional claims staff.

 

The Company intensively manages its asbestos and environmental (“A&E”) exposures through a dedicated, centrally managed claim staff with experienced claim and legal professionals who specialize in the handling of such exposures. They actively manage each individual insured and reinsured account, responding to claim developments with evaluations of the involved exposures and adjustment of reserves as appropriate. Specific or general claim developments that may have material implications for the Company are regularly communicated to senior management, actuarial, legal and financial areas. Senior management and claim management personnel meet at least quarterly to review the Company’s overall reserve positions and make changes, if appropriate. The Company continually reviews its internal processing, communications and analytics, seeking to enhance the management of its A&E exposures, in particular in regard to changes in asbestos claims and litigation.

 

Reserves for Unpaid Property and Casualty Losses and LAE.

Significant periods of time may elapse between the occurrence of an insured loss, the reporting of the loss to the insurer and the reinsurer and the payment of that loss by the insurer and subsequent payments to the insurer by the reinsurer. To recognize liabilities for unpaid losses and LAE, insurers and reinsurers establish reserves, which are balance sheet liabilities representing estimates of future amounts needed to pay reported and unreported claims and related expenses for losses that have already occurred. Actual losses and LAE paid may deviate, perhaps substantially, from such reserves. To the extent reserves prove to be insufficient to cover actual losses and LAE after taking into account available reinsurance coverage, the Company would have to recognize such reserve shortfalls and incur a charge to earnings, which could be material in the period such recognition takes place. See ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Loss and LAE Reserves”.

 

As part of the reserving process, insurers and reinsurers evaluate historical data and trends and make judgments as to the impact of various factors such as legislative and judicial developments that may affect future claim amounts, changes in social and political attitudes that may increase loss exposures and inflationary and general economic trends. While the reserving process is difficult and subjective for insurance companies, the inherent uncertainties of estimating such reserves are even greater for the reinsurer, due primarily to the longer time between the date of an occurrence and the reporting of any attendant claims to the reinsurer, the diversity of development patterns among different types of reinsurance treaties or facultative contracts, the necessary reliance on the ceding companies for information regarding reported claims and differing reserving practices among ceding companies. In addition, trends that have affected development of liabilities in the past may not necessarily occur or affect liability development in the same manner or to the same degree in the future. As a result, actual losses and LAE may deviate, perhaps substantially, from estimates of reserves reflected in the Company's consolidated financial statements.

 

The Company’s loss and LAE reserves represent management’s best estimate of the ultimate liability. While there can be no assurance that these reserves will not need to be increased in the future, management believes that the Company’s existing reserves and reserving methodologies reduce the likelihood that any such increases would have a material adverse effect on the Company’s financial condition, results of operations or cash flows. These statements regarding the Company’s loss reserves are forward looking statements within the meaning of the U.S. federal securities laws and are intended to be covered by the safe harbor provisions contained therein. See ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Safe Harbor Disclosure”.

12


 

 

Like many other property and casualty insurance and reinsurance companies, the Company has experienced loss development for prior accident years, which has impacted losses and LAE reserves and caused corresponding effects to income (loss) in the periods in which the adjustments were made. There can be no assurance that adverse development from prior years will not occur in the future or that such adverse development will not have a material adverse effect on net income (loss).

 

Since the Company has operations in many countries, part of the Company’s loss and LAE reserves are in foreign currencies and translated to U.S. dollars for each reporting period. Fluctuations in the exchange rates for the currencies, period over period, affect the U.S. dollar amount of outstanding reserves. The translation adjustment eliminates the impact of the exchange fluctuations from the reserve re-estimates. For reconciliation of beginning and ending reserves, see Note 3 of Notes to Consolidated Financial Statements.

 

Reserves for Asbestos and Environmental Loss and LAE.

At December 31, 2021, the Company’s gross reserves for A&E claims represented 0.9% of its total reserves. The Company’s A&E liabilities stem from Mt. McKinley Insurance Company’s (“Mt. McKinley”) direct insurance business and Everest Re’s assumed reinsurance business. Liabilities related to Mt. McKinley’s direct business, which had been ceded to Bermuda Re previously, were retroceded to an affiliate of Clearwater Insurance Company (“Clearwater”), a subsidiary of Fairfax Financial in July 2015, concurrent with the sale of Mt. McKinley to Clearwater.

 

On July 13, 2015, the Company sold Mt. McKinley to Clearwater. Concurrently with the closing, the Company entered into a retrocession treaty with an affiliate of Clearwater. Per the retrocession treaty, the Company 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. The Company will retain liability for any amounts exceeding the maximum liability retroceded under the retrocession treaty.

 

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 reinsurance receivable were reduced by $43.4 million. In addition, the maximum liability permitted to be retroceded increased to $450.3 million.

 

Additional losses, including those relating to latent injuries and other exposures, which are as yet unrecognized, the type or magnitude of which cannot be foreseen by either the Company or the industry, may emerge in the future. Such future emergence could have material adverse effects on the Company’s future financial condition, results of operations and cash flows.

 

There are significant uncertainties in estimating the amount of the Company’s potential losses from A&E claims and ultimate values cannot be estimated using traditional reserving techniques. See ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asbestos and Environmental Exposures” and ITEM 8, “Financial Statements and Supplementary Data” – Note 3 of Notes to Consolidated Financial Statements.

 

13


 

Future Policy Benefit Reserves.

The Company wrote a limited amount of life and annuity reinsurance in its Reinsurance segment. Future policy benefit liabilities for annuities are reported at the accumulated fund balance of these contracts. Reserves for those liabilities include mortality provisions with respect to life and annuity claims, both reported and unreported. Actual experience in a particular period may be worse than assumed experience and, consequently, may adversely affect the Company’s operating results for that period. See ITEM 8, “Financial Statements and Supplementary Data” - Note 1F and Note 3 of Notes to Consolidated Financial Statements.

 

Investments.

The board of directors of each of the Company’s operating subsidiaries is responsible for establishing investment policy and guidelines and, together with senior management, for overseeing their execution.

 

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

 

For the portion needed to satisfy global outstanding liabilities, the Company generally invests in fixed maturities with a high level of average credit quality. This global fixed maturity securities portfolio is largely managed on an external basis by independent, professional investment managers using portfolio guidelines approved by the Company.

 

Over the past several years, the Company has expanded the allocation of its investments funded by shareholders’ equity to include: 1) 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. The Company limits its allocation to these asset classes because of 1) the potential for volatility in their values and 2) the impact of these investments on regulatory and rating agency capital adequacy models. The Company uses investment managers experienced in these markets and adjusts its allocation to these investments based upon market conditions. At December 31, 2021, the market value of investments in these investment market sectors, carried at both market and fair value, approximated 106.7% of shareholders’ equity.

 

The duration of an investment is based on the maturity of the security but also reflects the payment of interest and the possibility of early prepayments. The Company’s fixed income investment guidelines include a general duration guideline. This investment duration guideline is established and periodically revised by management, which considers economic and business factors, as well as the Company’s average duration of potential liabilities, which, at December 31, 2021, is estimated at approximately 4.0 years, based on the estimated payouts of underwriting liabilities using standard duration calculations. The duration of the fixed income portfolio at December 31, 2021 and 2020 was 3.2 years and 3.6 years, respectively.

 

For each currency in which the Company has established substantial loss and LAE reserves, the Company seeks to maintain invested assets denominated in such currency in an amount approximately equal to the estimated liabilities. Approximately 39.1% of the Company’s consolidated reserves for losses and LAE and unearned premiums represent amounts payable in foreign currencies.

 

The Company’s cash and invested assets totaled $29.7 billion at December 31, 2021, which consisted of 84.0% fixed maturities, short term investments and cash, of which 92.0% were investment grade; 9.8% other invested assets and 6.2% equity securities. The average maturity of fixed maturity securities was 5.0 years at December 31, 2021, and their overall duration was 3.2 years.

 

14


 

As of December 31, 2021, the Company did not have any direct investments in commercial real estate or direct commercial mortgages or securities of issuers that are experiencing cash flow difficulty to an extent that the Company’s management believes could threaten the issuer’s ability to meet debt service payments, except where an allowance for credit losses has been recognized.

 

The Company’s investment portfolio includes structured commercial mortgage-backed securities (“CMBS”) with a book value of $1.0 billion and a market value of $1.1 billion. CMBS securities comprising more than 89% of the December 31, 2021 market value are rated AAA by S&P Global Ratings (“S&P”). Furthermore, all held CMBS securities are rated investment grade by S&P.

 

The following table reflects investment results for the Company for the periods indicated:

 

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

Pre-tax

 

Pre-tax

 

 

 

 

 

Pre-tax

 

Pre-tax

 

Realized Net

 

Unrealized Net

 

 

Average

 

Investment

 

Effective

 

Capital (Losses)

 

Capital Gains

(Dollars in millions)

 

Investments (1)

 

Income (2)

 

Yield

 

Gains (3)

 

(Losses)

2021

 

$

27,606.3

 

$

1,164.9

 

 

4.22%

 

$

257.9

 

$

(542.3)

2020

 

 

23,253.4

 

 

642.5

 

 

2.76%

 

 

267.6

 

 

465.2

2019

 

 

19,632.4

 

 

647.1

 

 

3.30%

 

 

185.0

 

 

532.9

2018

 

 

18,425.8

 

 

581.2

 

 

3.15%

 

 

(127.1)

 

 

(250.9)

2017

 

 

17,840.2

 

 

542.9

 

 

3.04%

 

 

153.2

 

 

(94.8)

 

 

(1) Average of the beginning and ending carrying values of investments and cash, less net funds held, future policy benefit reserve, and non-interest bearing cash. Bonds, common stock and redeemable and non-redeemable preferred stocks are carried at market value. Common stock, which are actively managed, are carried at fair value.

 

(2) After investment expenses, excluding realized net capital gains (losses).

 

(3) Included in 2021, 2020, 2019, 2018 and 2017 are fair value re-measurements of $235.7 million, $280.4 million, $167.0 million, ($67.3) million and $139.0 million, respectively.

 

(Some amounts may not reconcile due to rounding.)

 

The following table represents the credit quality distribution of the Company’s fixed maturities for the periods indicated:

 

 

At December 31,

 

2021

 

2020

(Dollars in millions)

Market

 

Percent of

 

Market

 

Percent of

Rating Agency Credit Quality Distribution:

Value

 

Total

 

Value

 

Total

AAA

$

7,110.7

 

 

31.8%

 

$

7,040.6

 

 

35.1%

AA

 

2,591.0

 

 

11.6%

 

 

3,022.4

 

 

15.1%

A

 

5,832.9

 

 

26.1%

 

 

5,223.6

 

 

26.0%

BBB

 

4,763.4

 

 

21.4%

 

 

3,339.7

 

 

16.7%

BB

 

1,203.6

 

 

5.4%

 

 

881.9

 

 

4.4%

B

 

325.2

 

 

1.5%

 

 

257.7

 

 

1.3%

Rated below B

 

56.8

 

 

0.3%

 

 

38.7

 

 

0.2%

Other

 

424.7

 

 

1.9%

 

 

235.6

 

 

1.2%

Total

$

22,308.3

 

 

100.0%

 

$

20,040.2

 

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

15


 

The following table summarizes fixed maturities by contractual maturity for the periods indicated:

 

 

At December 31,

 

2021

 

2020

 

Market

 

Percent of

 

Market

 

Percent of

(Dollars in millions)

Value

 

Total

 

Value

 

Total

Fixed maturity securities - available for sale

 

 

 

 

 

 

 

 

 

 

 

Due in one year or less

$

1,398.0

 

 

6.2%

 

$

1,374.7

 

 

6.9%

Due after one year through five years

 

7,154.5

 

 

32.1%

 

 

6,774.8

 

 

33.8%

Due after five years through ten years

 

5,100.7

 

 

22.9%

 

 

4,751.9

 

 

23.7%

Due after ten years

 

1,627.2

 

 

7.3%

 

 

1,309.8

 

 

6.5%

Asset-backed securities

 

3,581.7

 

 

16.1%

 

 

2,565.8

 

 

12.8%

Mortgage-backed securities

 

3,446.2

 

 

15.4%

 

 

3,263.2

 

 

16.3%

Total fixed maturity securities

$

22,308.3

 

 

100.0%

 

$

20,040.2

 

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Financial Strength Ratings.

The following table shows the current financial strength ratings of the Company’s operating subsidiaries as reported by A.M. Best, S&P Global Ratings (“S&P”) and Moody’s. These ratings represent an independent opinion of the financial strength, operating performance, business profile and ability to meet policyholder obligations. The ratings are not intended to be an indication of the degree or lack of risk involved in a direct or indirect equity investment or a recommendation to buy, sell or hold our securities. Additionally, rating organizations may change their rating methodology, which could have a material impact on our financial strength ratings.

 

All of the below-mentioned ratings are continually monitored and revised, if necessary, by each of the rating agencies. The ratings presented in the following table were in effect as of January 31, 2022.

 

The Company believes that its ratings are important as they provide the Company’s customers and others with an independent assessment of the Company’s financial strength using a rating scale that provides for relative comparisons. Strong financial ratings are particularly important for reinsurance and insurance companies given that customers rely on a company to pay covered losses well into the future. As a result, a highly rated company is generally preferred.

 

Operating Subsidiary:

 

A.M. Best

 

S&P

 

Moody's

Everest Reinsurance Company

 

A+ (Superior)

 

A+ (Strong)

 

A1 (upper-medium)

Everest Reinsurance (Bermuda) Ltd.

 

A+ (Superior)

 

A+ (Strong)

 

A1 (upper-medium)

Everest Reinsurance Company (Ireland) dac

 

A+ (Superior)

 

A+ (Strong)

 

Not Rated

Everest National Insurance Company

 

A+ (Superior)

 

A+ (Strong)

 

Not Rated

Everest Indemnity Insurance Company

 

A+ (Superior)

 

A+ (Strong)

 

Not Rated

Everest Security Insurance Company

 

A+ (Superior)

 

Not Rated

 

Not Rated

Everest International Assurance, Ltd.

 

A+ (Superior)

 

A+ (Strong)

 

Not Rated

Everest Insurance Company of Canada

 

A+ (Superior)

 

A+ (Strong)

 

Not Rated

Everest International Reinsurance, Ltd.

 

A+ (Superior)

 

Not Rated

 

Not Rated

Everest Denali Insurance Company

 

A+ (Superior)

 

A+ (Strong)

 

Not Rated

Everest Premier Insurance Company

 

A+ (Superior)

 

A+ (Strong)

 

Not Rated

Everest Insurance (Ireland), dac

 

A+ (Superior)

 

A+ (Strong)

 

Not Rated

 

A.M. Best states that the “A+” (“Superior”) rating is assigned to those companies which, in its opinion, have a superior ability to meet their ongoing insurance policy and contract obligations based on A.M. Best’s comprehensive quantitative and qualitative evaluation of a company’s balance sheet strength, operating

16


 

performance and business profile. A.M. Best affirmed these ratings on May 7, 2021. S&P states that the “A+”/”A” ratings are assigned to those insurance companies which, in its opinion, have strong financial security characteristics with respect to their ability to pay under its insurance policies and contracts in accordance with their terms. S&P affirmed all ratings on June 4, 2021. Moody’s states that an “A1” rating is assigned to companies that, in their opinion, offer upper-medium grade security and are subject to low credit risk. Moody’s affirmed these ratings on July 20, 2021.

 

Subsidiaries other than Everest Reinsurance Co. and Everest Reinsurance (Bermuda) Ltd. may not be rated by some or any rating agencies given that such ratings are not considered essential by the individual subsidiary’s customers because of the limited nature of the subsidiary’s operations or because the subsidiaries are newly established and have not yet been rated by the agencies.

 

Debt Ratings.

The following table shows the debt ratings by A.M. Best, S&P and Moody’s of the Holdings’ senior notes due June 1, 2044, senior notes due October 15, 2050, senior notes due October 15, 2052 and long-term notes due May 1, 2067 all of which are considered investment grade. Debt ratings are the rating agencies’ current assessment of the credit worthiness of an obligor with respect to a specific obligation.

 

Instrument

 

A.M. Best

 

S&P

 

Moody's

Senior Notes due June 1, 2044

 

a-

(Strong)

 

A-

(Strong)

 

Baa1

(Medium Grade)

Senior Notes due October 15, 2050

 

a-

(Strong)

 

A-

(Strong)

 

Baa1

(Medium Grade)

Senior Notes due October 15, 2052

 

NR

 

 

A-

(Strong)

 

Baa1

(Medium Grade)

Long-Term Notes due May 1, 2067

 

bbb

(Adequate)

 

BBB

(Adequate)

 

Baa2

(Medium Grade)

 

Competition.

The worldwide reinsurance and insurance businesses are highly competitive, as well as cyclical by product and market. As such, financial results tend to fluctuate with periods of constrained availability, 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

17


 

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. We activated our operational resiliency plan across our global footprint and all of our critical operations are functioning effectively. We continue to service and meet the needs of our clients while ensuring the safety and health of our employees and customers.

 

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 the impact on pricing conditions will be, but it is likely to change depending on the line of business and geography.

 

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.

 

18


 

Human Capital Management.

Our employees are essential to the success of our business, and so we strive to attract and retain a high standard of insurance professionals to meet our business needs as well as the needs of our clients and customers. As of February 1, 2022, the Company employed 1,947 persons. Management believes that employee relations are good. None of the Company’s employees are subject to collective bargaining agreements, and the Company is not aware of any current efforts to implement such agreements.

 

Everest is committed to providing our employees with an engaging and supportive environment so that employees can develop personally and help us achieve success as an organization. We consider the ability to attract, develop and retain a high caliber of insurance professionals to be critical to our success. Opportunities for continued learning and talent development are provided to all employee levels. Employees are encouraged to take ownership of their development by using the tools that the Company has made available to them - including industry training, mentorships and personal development classes. Everest actively manages its succession planning throughout our organization and strives to provide job growth and advancement opportunities to internal talent, where possible.

 

Diversity and Inclusion.

Our strength and success derive from our diversity, and we are at our best when we embrace diverse views and perspectives. Our Board is committed to diversity within its structure as well as emphasizing its importance in our senior executive leadership. We believe that diversity in gender, age, ethnicity and skill set allows for dynamic and evolving perspectives in governance, strategy, corporate responsibility, human rights and risk management.

 

Proactive diversity recruitment is an integral aspect of succession planning at the executive level involving identifying and developing female and other minority leaders within the organization to assume more visible senior leadership roles. Our Talent Development team works with senior management to identify women and persons of color across the Company as potential leaders. These individuals are provided management and executive leadership training and education to enhance their skillsets and encourage promotions. Indeed, our executive officers are measured on their forward-thinking diversity initiatives as part of their annual performance evaluations. Such diversity at the most senior levels of our organization reflects our commitment to identify and develop highly qualified women and individuals of color to help lead our Company into the future.

 

Regulatory Matters.

The Company and its insurance subsidiaries are subject to regulation under the insurance statutes of the various jurisdictions in which they conduct business, including essentially all states of the U.S., Canada, Singapore, Brazil, the United Kingdom, Ireland and Bermuda. These regulations vary from jurisdiction to jurisdiction and are generally designed to protect ceding insurance companies and policyholders by regulating the Company’s conduct of business, financial integrity and ability to meet its obligations. Many of these regulations require reporting of information designed to allow insurance regulators to closely monitor the Company’s performance.

 

Insurance Holding Company Regulation. Under applicable U.S. laws and regulations, no person, corporation or other entity may acquire a controlling interest in the Company, unless such person, corporation or entity has obtained the prior approval for such acquisition from the insurance commissioners of Delaware and the other states in which the Company’s insurance subsidiaries are domiciled or deemed domiciled, currently California and Georgia. Under these laws, “control” is presumed when any person acquires, directly or indirectly, 10% or more of the voting securities of an insurance company. To obtain the approval of any change in control, the proposed acquirer must file an application with the relevant insurance commissioner disclosing, among other things, the background of the acquirer and that of its directors and officers, the acquirer’s financial condition and its proposed changes in the management and operations of the insurance company. U.S. state regulators also require prior notice or regulatory approval of material inter-affiliate transactions within the holding company structure.

 

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The Insurance Companies Act of Canada requires prior approval by the Minister of Finance of anyone acquiring a significant interest in an insurance company authorized to do business in Canada. In addition, the Company is subject to regulation by the insurance regulators of other states and foreign jurisdictions in which it is authorized to do business. Certain of these states and foreign jurisdictions impose regulations regulating the ability of any person to acquire control of an insurance company authorized to do business in that jurisdiction without appropriate regulatory approval similar to those described above.

 

Dividends. Under Bermuda law, Group is prohibited from declaring or paying a dividend if such payment would reduce the realizable value of its assets to an amount less than the aggregate value of its liabilities and its issued share capital and share premium (additional paid-in capital) accounts. Group’s ability to pay dividends and its operating expenses is partially dependent upon dividends from its subsidiaries. The payment of dividends by insurance subsidiaries is limited under Bermuda law as well as the laws of the various U.S. states in which Group’s insurance and reinsurance subsidiaries are domiciled or deemed domiciled. The limitations are generally based upon net income (loss) and compliance with applicable policyholders’ surplus or minimum solvency and liquidity requirements as determined in accordance with the relevant statutory accounting practices. Under Irish corporate and regulatory law, Holdings Ireland, Everest Dublin Holdings and their subsidiaries are limited as to the dividends they can pay based on retained earnings and net income (loss) and/or capital and minimum solvency requirements. As Holdings has outstanding debt obligations, it is dependent upon dividends and other permissible payments from its operating subsidiaries to enable it to meet its debt and operating expense obligations and to pay dividends.

 

Under Bermuda law, Bermuda Re, Everest International and Everest Assurance are unable to declare or make payment of a dividend if they fail to meet their minimum solvency margin or minimum liquidity ratio. As long term insurers, Bermuda Re and Everest Assurance are also unable to declare or pay a dividend to anyone who is not a policyholder unless, after payment of the dividend, the value of the assets in their long term business fund, as certified by their approved actuary, exceeds their liabilities for long term business by at least the $250,000 minimum solvency margin. Prior approval of the Bermuda Monetary Authority is required if Bermuda Re’s, Everest International’s or Everest Assurance’s dividend payments would exceed 25% of their prior year end statutory capital and surplus. At December 31, 2021, Bermuda Re, Everest International and Everest Assurance exceeded their solvency and liquidity requirements.

 

The payment of dividends to Holdings by Everest Re is subject to limitations imposed by Delaware law. Generally, Everest Re may only pay dividends out of its statutory earned surplus, which was $5.8 billion at December 31, 2021, and only after it has given 10 days prior notice to the Delaware Insurance Commissioner. During this 10-day period, the Commissioner may, by order, limit or disallow the payment of ordinary dividends if the Commissioner finds the insurer to be presently or potentially in financial distress. Further, the maximum amount of dividends that may be paid without the prior approval of the Delaware Insurance Commissioner in any twelve month period is the greater of (1) 10% of the insurer’s statutory surplus as of the end of the prior calendar year or (2) the insurer’s statutory net income (loss), not including realized capital gains (losses), for the prior calendar year. Accordingly, the maximum amount that will be available for the payment of dividends by Everest Re in 2022 without triggering the requirement for prior approval of regulatory authorities in connection with a dividend is $578.9 million.

 

Insurance Regulation. Bermuda Re and Everest International are not admitted to do business in any jurisdiction in the U.S. These entities conduct their insurance business from their offices in Bermuda, and in the case of Bermuda Re, its branch in the UK. Everest Assurance, by virtue of its one-time election under section 953(d) of the U.S. Internal Revenue Code to be a U.S. income tax paying “Controlled Foreign Corporation”, is admitted to do business in the U.S. and Bermuda. In Bermuda, Bermuda Re, Everest International, Everest Assurance and Mt. Logan Re are regulated by the Insurance Act 1978 (as amended) and related regulations (the “Act”). The Act establishes solvency and liquidity standards and auditing and reporting requirements and subjects Bermuda Re, Everest International and Everest Assurance to the supervision, investigation and intervention powers of the Bermuda Monetary Authority. Under the Act, Bermuda Re and Everest International, as Class 4 insurers, are each required to maintain a principal office in Bermuda, to maintain a minimum of $100 million in statutory

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capital and surplus, to have an independent auditor approved by the Bermuda Monetary Authority conduct an annual audit and report on their respective statutory and U.S. GAAP financial statements and filings and to have an appointed loss reserve specialist (also approved by the Bermuda Monetary Authority) review and report on their respective loss reserves annually. Under the Act, Everest Assurance is licensed as a Class 3A insurer for general business and as a Class C insurer for long-term business.

 

Bermuda Re is also registered under the Act as long term insurer and is thereby authorized to write life and annuity business. As a long term insurer, Bermuda Re is required to maintain $250,000 in statutory capital separate from their Class 4 minimum statutory capital and surplus, to maintain long term business funds, to separately account for this business and to have an approved actuary prepare a certificate concerning their long term business assets and liabilities to be filed annually. Bermuda Re’s operations in the United Kingdom and worldwide are subject to regulation by the Prudential Regulation Authority (the “PRA”). The PRA imposes solvency, capital adequacy, audit, financial reporting and other regulatory requirements on insurers transacting business in the United Kingdom. Bermuda Re presently meets or exceeds all of the PRA’s solvency and capital requirements.

 

U.S. domestic property and casualty insurers, including reinsurers, are subject to regulation by their state of domicile and by those states in which they are licensed. The regulation of reinsurers is typically focused on financial condition, investments, management and operation. The rates and policy terms of reinsurance agreements are generally not subject to direct regulation by any governmental authority.

 

The operations of Everest Re’s foreign branch offices in Canada and Singapore are subject to regulation by the insurance regulatory officials of those jurisdictions. Management believes that the Company is in compliance with applicable laws and regulations pertaining to its business and operations.

 

Everest Indemnity, Everest National, Everest Security, Everest Denali and Everest Premier are subject to regulations similar to the U.S. regulations applicable to Everest Re. In addition, these companies must comply with substantial regulatory requirements in each state where they conduct business. These additional requirements include, but are not limited to, rate and policy form requirements, requirements with regard to licensing, agent appointments, participation in residual markets and claim handling procedures. These regulations are primarily designed for the protection of policyholders.

 

Licenses. Everest Re is a licensed property and casualty insurer and/or reinsurer in all states, the District of Columbia, Puerto Rico and Guam. Such licensing enables U.S. domestic ceding company clients to take credit for uncollateralized reinsurance receivables from Everest Re in their statutory financial statements.

 

Everest Re is licensed as a property and casualty reinsurer in Canada. It is also authorized to conduct reinsurance business in Singapore and Brazil. Everest Re can also write reinsurance in other foreign countries. Because some jurisdictions require a reinsurer to register in order to be an acceptable market for local insurers, Everest Re is registered as a foreign insurer and/or reinsurer in the following countries: Argentina, Bolivia, Chile, Colombia, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Peru, Venezuela and the Philippines. Everest National is licensed in 50 states, the District of Columbia and Puerto Rico. Everest Indemnity is licensed in Delaware and is eligible to write insurance on a surplus lines basis in 49 states, the District of Columbia and Puerto Rico. Everest Security is licensed in Georgia and Alabama and is approved as an eligible surplus lines insurer in Delaware. Everest Denali is licensed in 50 states and the District of Columbia. Everest Premier is licensed in 50 states and the District of Columbia. Bermuda Re and Everest International are registered as Class 4 insurers in Bermuda, and Bermuda Re is also registered as a long term insurer in Bermuda. Bermuda Re is also an authorized reinsurer in the U.K. Everest Assurance is registered as a Class 3A general business insurer in Bermuda and a Class C long-term insurer in Bermuda. By virtue of its one-time election under section 953(d) of the U.S. Internal Revenue Code to be a U.S. income tax paying “Controlled Foreign Corporation,” Everest Assurance may operate in both the U.S. and Bermuda. Ireland Re is licensed to write non-life reinsurance for the London and European markets. Ireland Insurance is licensed to write insurance for the European markets. Everest Canada is licensed to write property and casualty insurance in Canada.

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Periodic Examinations. Led by their state of domicile, U.S. insurance companies are subject to periodic financial examination of their affairs, usually every three to five years. U.S. insurance companies are also subject to examinations by the various state insurance departments where they are licensed concerning compliance with applicable conduct of business regulations. In addition, foreign insurance companies and foreign branch offices are subject to examination and review by regulators in their various jurisdictions. None of the reports of these examinations or reviews contained any material findings or recommendations.

 

NAIC Risk-Based Capital Requirements. The U.S. National Association of Insurance Commissioners (“NAIC”) has developed a formula to measure the statutory minimum amount of capital required for a property and casualty insurance company to support its overall business operations in light of its size and risk profile. The major categories of a company’s risk profile are its asset risk, credit risk, and underwriting risk. The standard is an effort to anticipate insolvencies. This allows regulators to take actions that could limit the impact of these insolvencies on policyholders.

 

Under the approved formula, a company’s statutory surplus is compared to its risk based capital (“RBC”). If this ratio is above a minimum threshold, no action is necessary. Below this threshold are four distinct action levels at which an insurer’s domiciliary state regulator can intervene with increasing degrees of authority over an insurer as the ratio of surplus to RBC decreases. The mildest intervention requires an insurer to submit a plan of appropriate corrective actions. The most severe action requires an insurer to be rehabilitated or liquidated.

 

Based on their financial positions at December 31, 2021, Everest Re, Everest National, Everest Indemnity, Everest Security, Everest Denali and Everest Premier exceed the minimum thresholds.

 

Tax Matters.

The following summary of the taxation of the Company is based on current law. There can be no assurance that legislative, judicial, or administrative changes will not be enacted that might materially affect this summary.

 

Bermuda. Under Bermuda law, no income, withholding or capital gains taxes are imposed upon Group and its Bermuda subsidiaries. Group and its Bermuda subsidiaries have received an undertaking from the Minister of Finance in Bermuda that, in the event of any taxes being imposed, Group and its Bermuda subsidiaries will be exempt from taxation in Bermuda until March 2035. Non-Bermuda branches of Bermuda subsidiaries are subject to local taxes in the jurisdictions in which they operate.

 

United States. On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. The Internal Revenue Service (“IRS”) and the United States Treasury Department (“U.S. Treasury”) have subsequently issued both proposed and final regulations related to the new law. Management continues to monitor this guidance as it is issued to determine the impact on the Company and acts if necessary. Group’s U.S. subsidiaries conduct business in and are subject to taxation in the U.S. Non-U.S. branches of U.S. subsidiaries are subject to both local taxation in the jurisdictions in which they operate and U.S. corporate income tax but are generally relieved from double taxation through the use of foreign tax credits against their U.S. income tax liability. Should the U.S. subsidiaries distribute current or accumulated earnings and profits in the form of dividends or otherwise, the Company would be subject to withholding taxes. The cumulative amount that would be subject to U.S. withholding tax, if distributed, is not practicable to compute. Group and its Bermuda subsidiaries believe that they have operated and will continue to operate their businesses in a manner that will not cause them to generate income treated as effectively connected with the conduct of a trade or business within the U.S. On this basis, Group does not expect that it and its Bermuda subsidiaries will be required to pay U.S. corporate income taxes other than withholding taxes on certain investment income and premium excise taxes. If Group or its Bermuda subsidiaries were to become subject to U.S. income tax, there could be a material adverse effect on the Company’s financial condition, results of operations and cash flows.

 

United Kingdom. Bermuda Re’s UK branch, the Company’s Lloyd’s Syndicate and Ireland Insurance’s UK branch conduct business in the UK and are subject to taxation in the UK. Bermuda Re believes that it has operated and

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will continue to operate its Bermuda operation in a manner which will not cause them to be subject to UK taxation. If Bermuda Re’s Bermuda operations were to become subject to UK income tax, there could be a material adverse impact on the Company’s financial condition, results of operations and cash flow.

 

Ireland. Holdings Ireland, Everest Dublin Holdings, Ireland Re and Ireland Insurance conduct business in Ireland and are subject to taxation in Ireland.

 

Switzerland. Ireland Re’s Zurich branch conducts business in Switzerland and is subject to taxation in Switzerland.

 

Netherlands. Ireland Insurance’s Netherland branch conducts business in the Netherlands and is subject to taxation in the Netherlands.

 

Available Information.

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports are available free of charge through the Company’s internet website at http://www.everestre.com as soon as reasonably practicable after such reports are electronically filed with the Securities and Exchange Commission (the “SEC”).

 

ITEM 1A. RISK FACTORS

 

In addition to the other information provided in this report, the following risk factors should be considered when evaluating an investment in our securities. If the circumstances contemplated by the individual risk factors materialize, our business, financial condition and results of operations could be materially and adversely affected and the trading price of our common shares could decline significantly.

 

RISKS RELATING TO OUR BUSINESS

 

Fluctuations in the financial markets could result in investment losses.

 

Prolonged and severe disruptions in the overall public and private debt and equity markets, such as occurred during 2008, or temporary disruption as occurred in early 2020 related to the COVID-19 pandemic, could result in significant realized and unrealized losses in our investment portfolio. Although financial markets have significantly improved since 2008, they could deteriorate in the future. There could also be disruption in individual market sectors, such as occurred in the energy sector in recent years. Such declines in the financial markets could result in significant realized and unrealized losses on investments and could have a material adverse impact on our results of operations, equity, business and insurer financial strength and debt ratings.

 

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Our results could be adversely affected by catastrophic events.

 

We are exposed to unpredictable catastrophic events, including weather-related and other natural catastrophes, as well as acts of terrorism. The frequency and/or severity of catastrophic events may be impacted in the future by the continued effects of climate change. Any material reduction in our operating results caused by the occurrence of one or more catastrophes could inhibit our ability to pay dividends or to meet our interest and principal payment obligations. By way of illustration, during the past five calendar years, pre-tax catastrophe losses, net of reinsurance, were as follows:

 

Calendar year:

Pre-tax catastrophe losses

(Dollars in millions)

 

 

2021

$

1,135.0

2020

 

425.0

2019

 

575.5

2018

 

1,800.2

2017

 

1,472.6

 

Our losses from future catastrophic events could exceed our projections.

 

We use projections of possible losses from future catastrophic events of varying types and magnitudes as a strategic underwriting tool. We use these loss projections to estimate our potential catastrophe losses in certain geographic areas and decide on the placement of retrocessional coverage or other actions to limit the extent of potential losses in a given geographic area. These loss projections are approximations, reliant on a mix of quantitative and qualitative processes, and actual losses may exceed the projections by a material amount, resulting in a material adverse effect on our financial condition and results of operations.

 

If our loss reserves are inadequate to meet our actual losses, our net income would be reduced or we could incur a loss.

 

We are required to maintain reserves to cover our estimated ultimate liability of losses and LAE for both reported and unreported claims incurred. These reserves are only estimates of what we believe the settlement and administration of claims will cost based on facts and circumstances known to us. In setting reserves for our reinsurance liabilities, we rely on claim data supplied by our ceding companies and brokers and we employ actuarial and statistical projections. The information received from our ceding companies is not always timely or accurate, which can contribute to inaccuracies in our loss projections. Because of the uncertainties that surround our estimates of loss and LAE reserves, we cannot be certain that ultimate losses and LAE payments will not exceed our estimates. If our reserves are deficient, we would be required to increase loss reserves in the period in which such deficiencies are identified which would cause a charge to our earnings and a reduction of capital. During the past five calendar years, the reserve re-estimation process resulted in an increase to our pre-tax net income in 2021, 2019 and 2017 and resulted in a decrease to our pre-tax net income in 2020 and 2018:

 

Calendar year:

Effect on pre-tax net income

(Dollars in millions)

 

 

 

 

 

2021

 

$

9.1

 

increase

2020

 

 

401.4

 

decrease

2019

 

 

63.6

 

increase

2018

 

 

387.1

 

decrease

2017

 

 

293.4

 

increase

 

The difficulty in estimating our reserves is significantly more challenging as it relates to reserving for potential A&E liabilities. At year-end 2021, 0.9% of our gross reserves were comprised of A&E reserves. A&E liabilities are especially hard to estimate for many reasons, including the long delays between exposure and manifestation of any bodily injury or property damage, difficulty in identifying the source of the asbestos or environmental contamination, long reporting delays and difficulty in properly allocating liability for the asbestos or

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environmental damage. Legal tactics and judicial and legislative developments affecting the scope of insurers’ liability, which can be difficult to predict, also contribute to uncertainties in estimating reserves for A&E liabilities.

 

The failure to accurately assess underwriting risk and establish adequate premium rates could reduce our net income or result in a net loss.

 

Our success depends on our ability to accurately assess the risks associated with the businesses on which the risk is retained. If we fail to accurately assess the risks we retain, we may fail to establish adequate premium rates to cover our losses and LAE. This could reduce our net income and even result in a net loss.

 

In addition, losses may arise from events or exposures that are not anticipated when the coverage is priced. In addition to unanticipated events, we also face the unanticipated expansion of our exposures, particularly in long-tail liability lines. An example of this is the expansion over time of the scope of insurers’ legal liability within the mass tort arena, particularly for A&E exposures discussed above.

 

Decreases in pricing for property and casualty reinsurance and insurance could reduce our net income.

 

The worldwide reinsurance and insurance businesses are highly competitive, as well as cyclical by product and market. These cycles, as well as other factors that influence aggregate supply and demand for property and casualty insurance and reinsurance products, are outside of our control. The supply of (re)insurance is driven by prevailing prices and levels of capacity that may fluctuate in response to a number of factors including large catastrophic losses and investment returns being realized in the insurance industry. Demand for (re)insurance is influenced by underwriting results of insurers and insureds, including catastrophe losses, and prevailing general economic conditions. If any of these factors were to result in a decline in the demand for (re)insurance or an overall increase in (re)insurance capacity, our net income could decrease.

 

If rating agencies downgrade the ratings of our insurance subsidiaries, future prospects for growth and profitability could be significantly and adversely affected.

 

Our active insurance company subsidiaries currently hold financial strength ratings assigned by third-party rating agencies which assess and rate the claims paying ability and financial strength of insurers and reinsurers. Financial strength ratings are used by cedents, agents and brokers to assess the financial strength and credit quality of reinsurers and insurers. A downgrade or withdrawal of any of these ratings could adversely affect our ability to market our reinsurance and insurance products, our ability to compete with other reinsurers and insurers, and could have a material and adverse effect on our ability to write new business that in turn could impact our profitability and operating results. In December 2021, S&P announced proposed changes to its rating methodologies. The proposed changes have not been finalized, so the impact, if any, that these changes may have on our financial strength ratings is unknown.

 

Consistent with market practice, much of our treaty reinsurance business allows the ceding company to terminate the contract or seek collateralization of our obligations in the event of a rating downgrade below a certain threshold. The termination provision would generally be triggered if a rating fell below A.M. Best’s A- rating level. To a lesser extent, Everest Re also has modest exposure to reinsurance contracts that contain provisions for obligatory funding of outstanding liabilities in the event of a rating agency downgrade. Those provisions would also generally be triggered if Everest Re’s rating fell below A.M. Best’s A- rating level.

 

The failure of our insureds, intermediaries and reinsurers to satisfy their obligations to us could reduce our income.

 

In accordance with industry practice, we have uncollateralized receivables from insureds, agents and brokers and/or rely on agents and brokers to process our payments. We may not be able to collect amounts due from insureds, agents and brokers, resulting in a reduction to net income.

 

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We are subject to credit risk of reinsurers in connection with retrocessional arrangements because the transfer of risk to a reinsurer does not relieve us of our liability to the insured. In addition, reinsurers may be unwilling to pay us even though they are able to do so. The failure of one or more of our reinsurers to honor their obligations to us in a timely fashion would impact our cash flow and reduce our net income and could cause us to incur a significant loss.

 

If we are unable or choose not to purchase reinsurance and transfer risk to the reinsurance markets, our net income could be reduced or we could incur a net loss in the event of unusual loss experience.

 

We are generally less reliant on the purchase of reinsurance than many of our competitors, in part because of our strategic emphasis on underwriting discipline and management of the cycles inherent in our business. We try to separate our risk taking process from our risk mitigation process in order to avoid developing too great a reliance on reinsurance. With the expansion of the capital markets into insurance linked financial instruments, we increased our use of capital market products for catastrophe reinsurance. In addition, we have increased some of our quota share contracts with larger retrocessions. The percentage of business that we reinsure may vary considerably from year to year, depending on our view of the relationship between cost and expected benefit for the contract period.

 

 

2021

 

2020

 

2019

 

2018

 

2017

Percentage of ceded written premiums to gross written premiums

12.3%

 

13.0%

 

14.3%

 

12.5%

 

13.0%

 

Our industry is highly competitive and we may not be able to compete as successfully in the future.

 

Our industry is highly competitive and subject to pricing cycles that can be pronounced. We compete globally in the United States, Bermuda and international reinsurance and insurance markets with numerous competitors. Our competitors include independent reinsurance and insurance companies, subsidiaries or affiliates of established worldwide insurance companies, reinsurance departments of certain insurance companies and domestic and international underwriting operations, including underwriting syndicates at Lloyd’s of London.

 

According to S&P, Everest ranks among the top ten global property & casualty reinsurance groups, where more than two-thirds of the market share is concentrated. The worldwide net premium written by the Top 40 global reinsurance groups for both life and non-life business was estimated to be $274 billion in 2020 according to data compiled by S&P. In addition to competitors the entry of alternative capital market products and new company formations provide additional sources of reinsurance and insurance capacity.

 

We are dependent on our key personnel.

 

Our success has been, and will continue to be, dependent on our ability to retain the services of our Chairman, Joseph V. Taranto (age 72) and existing key executive officers and to attract and retain additional qualified personnel in the future. The loss of the services of any key executive officer or the inability to hire and retain other highly qualified personnel in the future could adversely affect our ability to conduct business. Generally, we consider key executive officers to be those individuals who have the greatest influence in setting overall policy and controlling operations: President and Chief Executive Officer, Juan C. Andrade (age 56); Executive Vice President and Chief Financial Officer, Mark Kociancic (age 52), Executive Vice President, Group, Chief Operating Officer and Head of Reinsurance Division, Jim Williamson (age 48), Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, Sanjoy Mukherjee (age 55) and Executive Vice President, President and Chief Executive Officer of the Everest Insurance® Division, Mike Karmilowicz (age 53). We have employment contracts with all of our key officers, which contain automatic renewal provisions that provide for the contracts to continue indefinitely unless sooner terminated in accordance with the contract or as otherwise may be agreed.

 

Special considerations apply to our Bermuda operations. Under Bermuda law, non-Bermudians, other than spouses of Bermudians and individuals holding permanent or working resident certificates, are not permitted to

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engage in any gainful occupation in Bermuda without a work permit issued by the Bermuda government. A work permit is only granted or extended if the employer can show that, after a proper public advertisement, no Bermudian, spouse of a Bermudian or individual holding a permanent or working resident certificate is available who meets the minimum standards reasonably required for the position. The Bermuda government places a six-year term limit on individuals with work permits, subject to specified exemptions for persons deemed to be key employees of businesses with a significant physical presence in Bermuda. Currently, all our Bermuda-based professional employees who require work permits have been granted permits by the Bermuda government that expire at various times between February 2024 and October 2027.

 

Our investment values and investment income could decline because they are exposed to interest rate, credit, and market risks.

 

A significant portion of our investment portfolio consists of fixed income securities and smaller portions consist of equity securities and other investments. Both the fair market value of our invested assets and associated investment income fluctuate depending on general economic and market conditions. For example, the fair market value of our predominant fixed income portfolio generally increases or decreases inversely to fluctuations in interest rates. The market value of our fixed income securities could also decrease as a result of a downturn in the business cycle that causes the credit quality of such securities to deteriorate. The net investment income that we realize from future investments in fixed income securities will generally increase or decrease with interest rates.

 

Interest rate fluctuations also can cause net investment income from fixed income investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, to differ from the income anticipated from those securities at the time of purchase. In addition, if issuers of individual investments are unable to meet their obligations, investment income will be reduced and realized capital losses may arise.

 

The majority of our fixed income securities are classified as available for sale and temporary changes in the market value of these investments are reflected as changes to our shareholders’ equity. Our actively managed equity security portfolios are fair valued and any changes in fair value are reflected as net realized capital gains or losses. As a result, a decline in the value of our securities reduces our capital or could cause us to incur a loss.

 

We have invested a portion of our investment portfolio in equity securities. The value of these assets fluctuates with changes in the markets. In times of economic weakness, the fair value of these assets may decline, and may negatively impact net income. We also invest in non-traditional investments which have different risk characteristics than traditional fixed income and equity securities. These alternative investments are comprised primarily of private equity limited partnerships. The changes in value and investment income/(loss) for these partnerships may be more volatile than over-the-counter securities.

 

We may experience foreign currency exchange losses that reduce our net income and capital levels.

 

Through our Bermuda and international operations, we conduct business in a variety of foreign (non-U.S.) currencies, principally the Euro, the British pound, the Canadian dollar, and the Singapore dollar. Assets, liabilities, revenues and expenses denominated in foreign currencies are exposed to changes in currency exchange rates. Our reporting currency is the U.S. dollar, and exchange rate fluctuations, especially relative to the U.S. dollar, may materially impact our results and financial position. In 2021, we wrote approximately 26.2% of our coverages in non-U.S. currencies; as of December 31, 2021, we maintained approximately 16.3% of our investment portfolio in investments denominated in non-U.S. currencies. During 2021 and 2020, the impact on our quarterly pre-tax net income from exchange rate fluctuations ranged from a loss of $45.2 million to a gain of $61.4 million.

 

In January 2020, the United Kingdom exited the European Union (commonly referred to as "Brexit"). The Company has a Lloyd’s of London Syndicate and Bermuda Re has a branch operation in the United Kingdom.

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The nature and extent of the impact of Brexit on regulation, interest rates, currency exchange rates and financial markets is still uncertain and may adversely affect our operations.

 

Changes in the method for determining LIBOR and the potential replacement of LIBOR may affect our cost of capital and net investment income.

 

On July 27, 2017, the UK Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021, which is expected to result in these widely used reference rates no longer being available. In 2020 it was announced that most LIBOR rates would continue to be published until June 2023. Potential changes to LIBOR, as well as uncertainty related to such potential changes and the establishment of any alternative reference rates, may adversely affect the market for LIBOR-based securities and could adversely impact the interest rate on our long term subordinate notes. In addition, the discontinuance of LIBOR or changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities or the value of our investment portfolio.

 

We are subject to cybersecurity risks that could negatively impact our business operations.

 

We are dependent upon our information technology platform, including our processing systems, data and electronic transmissions in our business operations. Security breaches could expose us to the loss or misuse of our information, litigation and potential liability. In addition, cyber incidents that impact the availability, reliability, speed, accuracy or other proper functioning of these systems could have a significant negative impact on our operations and possibly our results. An incident could also result in a violation of applicable privacy and other laws, damage our reputation, cause a loss of customers or give rise to monetary fines and other penalties, which could be significant. Management is not aware of a cybersecurity incident that has had a material impact on our operations.

 

The NAIC has adopted an Insurance Data Security Model Law, which, when adopted by the states will require insurers, insurance producers and other entities required to be licensed under state insurance laws to comply with certain requirements under state insurance laws, such as developing and maintaining a written information security program, conducting risk assessments and overseeing the data security practices of third-party vendors. In addition, certain state insurance regulators are developing or have developed regulations that may impose regulatory requirements relating to cybersecurity on insurance and reinsurance companies (potentially including insurance and reinsurance companies that are not domiciled, but are licensed, in the relevant state). For example, the New York State Department of Financial Services has adopted a regulation pertaining to cybersecurity for all banking and insurance entities under its jurisdiction, effective as of March 1, 2017, which applies to us. We cannot predict the impact these laws and regulations will have on our business, financial condition or results of operations, but our insurance and reinsurance companies could incur additional costs resulting from compliance with such laws and regulations.

 

The continuing COVID-19 pandemic has adversely affected, and may materially and adversely affect, our results of operations, financial position and liquidity in the future.

 

The ongoing COVID-19 pandemic, including the related impact on the U.S. and global economies, has adversely affected our results of operations. We expect the pandemic and its impact on our business to continue and potentially even worsen, but we cannot predict the magnitude or duration of its continued impact, particularly given the great uncertainties associated with COVID-19, including regarding the reopening of the U.S. and global economies and the recovery from its economic and other effects. The full impact of COVID-19 on our results of operations, financial position and liquidity is not yet known, and likely will not be known for some time, but includes the following:

 

Claim Losses Related to COVID-19 May Exceed Reserves: We have established reserves for COVID-19-related losses. Our reserves represent management’s best estimate of what the settlement and claims administration

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will cost for claims that have occurred, whether reported or unreported. Given the great uncertainties associated with COVID-19 and its impact and the limited information upon which our current assumptions and assessments have been made, our preliminary reserves and the underlying estimated level of claim losses and costs arising from COVID-19 may materially change.

 

Adverse Legislative and Regulatory Action: Legislative and regulatory initiatives taken or which may be taken in response to COVID-19 may adversely affect us. For example, our business may be subject to, certain initiatives, including, but not limited to: legislative and regulatory action that seeks to retroactively mandate coverage for losses which our insurance policies would not otherwise cover and which were not priced to cover; actions prohibiting us from cancelling insurance policies in accordance with our policy terms or non-renewing policies at their natural expiration; and/or orders to provide premium refunds, grant extended grace periods for premium payments, and provide extended time to pay past due premiums. Any such action would likely increase both our underwriting losses and our expenses and any legal challenges to any such action could take years to resolve.

 

Reduction in Premiums: The demand for insurance is significantly influenced by general economic conditions. Consequently, reduced economic activity relating to the COVID-19 pandemic is likely to decrease demand for our insurance products and services and negatively impact our premium volumes (and, in certain cases, may result in return of premiums due to a decrease in exposures). This may continue for an indefinite period, with the magnitude of the impact impossible to predict.

 

Investments: Further disruptions in global financial markets due to the continuing impact of COVID-19 could cause us to incur additional unrealized and/or realized investment losses, including credit impairments in our fixed maturity portfolio. In addition, the economic uncertainty resulting from COVID-19 may result in a decline in interest rates, which may negatively impact our future net investment income.

 

Credit Risk: As credit risk is generally a function of the economy, we face greater credit risk from our policyholders, independent agents and brokers in connection with the payment and remittance of premiums as a result of the economic conditions caused by COVID-19. Similarly, our credit risk related to the reimbursement of deductibles from policyholders and in connection with reinsurance recoverables has increased.

 

Operational Disruptions and Costs: Our operations could be disrupted if key members of our senior management or a significant percentage of our workforce or the workforce of our agents, brokers, suppliers or other third party service providers are unable to continue to work because of illness, government directives or otherwise. In addition, our agents, brokers, suppliers and other third party service providers, which we rely on for key aspects of our operations, are subject to risks and uncertainties related to the COVID-19 pandemic, which may interfere with their ability to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance with the agreed-upon terms. In response to the COVID-19 pandemic, we have implemented remote working policies which have resulted in disruptions to our business routines, heightened risk to cybersecurity attacks and data security incidents and a greater dependency on internet and telecommunication access and capabilities.

 

Risks Relating to Regulation

 

Insurance laws and regulations restrict our ability to operate and any failure to comply with those laws and regulations could have a material adverse effect on our business.

 

We are subject to extensive and increasing regulation under U.S., state and foreign insurance laws. These laws limit the amount of dividends that can be paid to us by our operating subsidiaries, impose restrictions on the amount and type of investments that we can hold, prescribe solvency, accounting and internal control standards that must be met and maintained and require us to maintain reserves. These laws also require disclosure of material inter-affiliate transactions and require prior approval of “extraordinary” transactions. Such “extraordinary” transactions include declaring dividends from operating subsidiaries that exceed statutory

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thresholds. These laws also generally require approval of changes of control of insurance companies. The application of these laws could affect our liquidity and ability to pay dividends, interest and other payments on securities, as applicable, and could restrict our ability to expand our business operations through acquisitions of new insurance subsidiaries. We may not have or maintain all required licenses and approvals or fully comply with the wide variety of applicable laws and regulations or the relevant authority’s interpretation of the laws and regulations. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us. These types of actions could have a material adverse effect on our business. To date, no material fine, penalty or restriction has been imposed on us for failure to comply with any insurance law or regulation.

 

As a result of the previous dislocation of the financial markets, Congress and the previous Presidential administration in the United States implemented changes in the way the financial services industry is regulated. Some of these changes are also impacting the insurance industry. For example, the U.S. Treasury established the Federal Insurance Office with the authority to monitor all aspects of the insurance sector, monitor the extent to which traditionally underserved communities and consumers have access to affordable non-health insurance products, to represent the United States on prudential aspects of international insurance matters, to assist with administration of the Terrorism Risk Insurance Program and to advise on important national and international insurance matters. In addition, several European regulatory bodies are in process of updating existing or developing new capital adequacy directives for insurers and reinsurers. The future impact of such initiatives or new initiatives from the current Government Administration, if any, on our operation, net income (loss) or financial condition cannot be determined at this time.

 

Bermuda introduced new economic substance legislation in December 2018, which came into force on January 1, 2019. Based on the European Union guidelines, the legislation requires Bermuda companies to be locally managed and directed, to carry on their core income generating activities in Bermuda and to have an adequate level of local full time qualified employees, local accommodation and local expenditure. There is no experience yet as to how the Bermuda authorities will interpret and enforce these new rules, and, accordingly, we are not able to predict their impact on our operations and net income.

 

Regulatory challenges in the United States could adversely affect the ability of Bermuda Re to conduct business.

 

Bermuda Re does not intend to be licensed or admitted as an insurer or reinsurer in any U.S. jurisdiction. Under current law, Bermuda Re generally will be permitted to reinsure U.S. risks from its office in Bermuda without obtaining those licenses. However, the insurance and reinsurance regulatory framework is subject to periodic legislative review and revision. In the past, there have been congressional and other initiatives in the United States regarding increased supervision and regulation of the insurance industry, including proposals to supervise and regulate reinsurers domiciled outside the United States. If Bermuda Re were to become subject to any insurance laws of the United States or any U.S. state at any time in the future, it might be required to post deposits or maintain minimum surplus levels and might be prohibited from engaging in lines of business or from writing some types of policies. Complying with those laws could have a material adverse effect on our ability to conduct business in Bermuda and international markets.

 

Bermuda Re may need to be licensed or admitted in additional jurisdictions to develop its business.

 

As Bermuda Re’s business develops, it will monitor the need to obtain licenses in jurisdictions other than Bermuda and the U.K., where it has an authorized branch, in order to comply with applicable law or to be able to engage in additional insurance-related activities. In addition, Bermuda Re may be at a competitive disadvantage in jurisdictions where it is not licensed or does not enjoy an exemption from licensing relative to competitors that are so licensed or exempt from licensing. Bermuda Re may not be able to obtain any additional licenses that it determines are necessary or desirable. Furthermore, the process of obtaining those licenses is often costly and may take a long time.

 

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Bermuda Re’s ability to write reinsurance may be severely limited if it is unable to arrange for security to back its reinsurance.

 

Many jurisdictions do not permit insurance companies to take credit for reinsurance obtained from unlicensed or non-admitted insurers on their statutory financial statements without appropriate security. Bermuda Re’s reinsurance clients typically require it to post a letter of credit or enter into other security arrangements. If Bermuda Re is unable to obtain or maintain a letter of credit facility on commercially acceptable terms or is unable to arrange for other types of security, its ability to operate its business may be severely limited. If Bermuda Re defaults on any letter of credit that it obtains, it may be required to prematurely liquidate a substantial portion of its investment portfolio and other assets pledged as collateral.

 

Risks Relating to Group’s Securities

 

Because of our holding company structure, our ability to pay dividends, interest and principal is dependent on our receipt of dividends, loan payments and other funds from our subsidiaries.

 

Group and Holdings are holding companies, each of whose most significant asset consists of the stock of its operating subsidiaries. As a result, each of Group’s and Holdings’ ability to pay dividends, interest or other payments on its securities in the future will depend on the earnings and cash flows of the operating subsidiaries and the ability of the subsidiaries to pay dividends or to advance or repay funds to it. This ability is subject to general economic, financial, competitive, regulatory and other factors beyond our control. Payment of dividends and advances and repayments from some of the operating subsidiaries are regulated by U.S., state and foreign insurance laws and regulatory restrictions, including minimum solvency and liquidity thresholds. Accordingly, the operating subsidiaries may not be able to pay dividends or advance or repay funds to Group and Holdings in the future, which could prevent us from paying dividends, interest or other payments on our securities.

 

Provisions in Group’s bye-laws could have an anti-takeover effect, which could diminish the value of its common shares.

 

Group’s bye-laws contain provisions that could delay or prevent a change of control that a shareholder might consider favorable. The effect of these provisions could be to prevent a shareholder from receiving the benefit from any premium over the market price of our common shares offered by a bidder in a potential takeover. Even in the absence of an attempt to effect a change in management or a takeover attempt, these provisions may adversely affect the prevailing market price of our common shares if they are viewed as discouraging takeover attempts in the future.

 

For example, Group’s bye-laws contain the following provisions that could have an anti-takeover effect:

 

the total voting power of any shareholder owning more than 9.9% of the common shares will be reduced to 9.9% of the total voting power of the common shares;

 

the board of directors may decline to register any transfer of common shares if it has reason to believe that the transfer would result in:

 

i.) any person that is not an investment company beneficially owning more than 5.0% of any class of the issued and outstanding share capital of Group,

 

ii.) any person holding controlled shares in excess of 9.9% of any class of the issued and outstanding share capital of Group, or

 

iii.) any adverse tax, regulatory or legal consequences to Group, any of its subsidiaries or any of its shareholders;

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Group also has the option to redeem or purchase all or part of a shareholder’s common shares to the extent the board of directors determines it is necessary or advisable to avoid or cure any adverse or potential adverse consequences if:

 

i.) any person that is not an investment company beneficially owns more than 5.0% of any class of the issued and outstanding share capital of Group,

 

ii.) any person holds controlled shares in excess of 9.9% of any class of the issued and outstanding share capital of Group, or

 

iii.) share ownership by any person may result in adverse tax, regulatory or legal consequences to Group, any of its subsidiaries or any other shareholder.

 

The Board of Directors has indicated that it will apply these bye-law provisions in such manner that “passive institutional investors” will be treated similarly to investment companies. For this purpose, “passive institutional investors” include all persons who are eligible, pursuant to Rule 13d-1(b)(1) under the U.S. Securities Exchange Act of 1934, (“the Exchange Act”) to file a short-form statement on Schedule 13G, other than an insurance company or any parent holding company or control person of an insurance company.

 

Applicable insurance laws may also have an anti-takeover effect.

 

Before a person can acquire control of a U.S. insurance company, prior written approval must be obtained from the insurance commissioner of the state where that insurance company is domiciled or deemed commercially domiciled. Prior to granting approval of an application to acquire control of a domestic insurance company, a state insurance commissioner will consider such factors as the financial strength of the applicant, the integrity and competence of the applicant’s board of directors and executive officers, the acquiror’s plans for the future operations of the insurance company and any anti-competitive results that may arise from the consummation of the acquisition of control. Because any person who acquired control of Group would thereby acquire indirect control of its insurance company subsidiaries in the U.S., the insurance change of control laws of Delaware, California and Georgia would apply to such a transaction. This could have the effect of delaying or even preventing such a change of control.

 

The ownership of common shares of Group by Everest Preferred International Holdings, Ltd., (“Preferred Holdings”) a direct subsidiary of Group may have an impact on securing approval of shareholder proposals that Group’s management supports.

 

As of December 31, 2021, Everest Preferred owned 9,719,971 or 19.8% of the outstanding common shares of Group. Under Group’s bye-laws, the total voting power of any shareholder owning more than 9.9% of the common shares is reduced to 9.9% of the total voting power of the common shares. Nevertheless, Everest Preferred, which is controlled by Group, has the ability to vote 9.9% of the total voting power of Group’s common shares.

 

Investors in Group may have more difficulty in protecting their interests than investors in a U.S. corporation.

 

The Companies Act 1981 of Bermuda (the “Companies Act”), differs in material respects from the laws applicable to U.S. corporations and their shareholders. The following is a summary of material differences between the Companies Act, as modified in some instances by provisions of Group’s bye-laws, and Delaware corporate law that could make it more difficult for investors in Group to protect their interests than investors in a U.S. corporation. Because the following statements are summaries, they do not address all aspects of Bermuda law that may be relevant to Group and its shareholders.

 

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Alternate Directors. Group’s bye-laws provide, as permitted by Bermuda law, that each director may appoint an alternate director, who shall have the power to attend and vote at any meeting of the board of directors or committee at which that director is not personally present and to sign written consents in place of that director. Delaware law permits a director to appoint another director as an alternate to attend any board committee meeting. However, Delaware law does not provide for the designation of alternate directors with authority to attend or vote at a meeting of the board of directors.

 

Committees of the Board of Directors. Group’s bye-laws provide, as permitted by Bermuda law, that the board of directors may delegate any of its powers to committees that the board appoints, and those committees may consist partly or entirely of non-directors. Delaware law allows the board of directors of a corporation to delegate many of its powers to committees, but those committees may consist only of directors.

 

Interested Directors. Bermuda law and Group’s bye-laws provide that if a director has a personal interest in a transaction to which the company is also a party and if the director discloses the nature of this personal interest at the first opportunity, either at a meeting of directors or in writing to the directors, then the company will not be able to declare the transaction void solely due to the existence of that personal interest and the director will not be liable to the company for any profit realized from the transaction. In addition, after a director has made the declaration of interest referred to above, he or she is allowed to be counted for purposes of determining whether a quorum is present and to vote on a transaction in which he or she has an interest, unless disqualified from doing so by the chairman of the relevant board meeting. Under Delaware law, an interested director could be held liable for a transaction in which that director derived an improper personal benefit. Additionally, under Delaware law, a corporation may be able to declare a transaction with an interested director to be void unless one of the following conditions is fulfilled:

 

the material facts as to the interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors;

 

the material facts are disclosed or are known to the shareholders entitled to vote on the transaction and the transaction is specifically approved in good faith by the holders of a majority of the voting shares; or

 

the transaction is fair to the corporation as of the time it is authorized, approved or ratified.

 

Transactions with Significant Shareholders. As a Bermuda company, Group may enter into business transactions with its significant shareholders, including asset sales, in which a significant shareholder receives, or could receive, a financial benefit that is greater than that received, or to be received, by other shareholders with prior approval from Group’s board of directors but without obtaining prior approval from the shareholders. In the case of an amalgamation, in which two or more companies join together and continue as a single company, a resolution of shareholders approved by a majority of at least 75% of the votes cast is required in addition to the approval of the board of directors, except in the case of an amalgamation with and between wholly-owned subsidiaries. If Group was a Delaware corporation, any business combination with an interested shareholder (which, for this purpose, would include mergers and asset sales of greater than 10% of Group’s assets that would otherwise be considered transactions in the ordinary course of business) within a period of three years from the time the person became an interested shareholder would require prior approval from shareholders holding at least 66 2/3% of Group’s outstanding common shares not owned by the interested shareholder, unless the transaction qualified for one of the exemptions in the relevant Delaware statute or Group opted out of the statute. For purposes of the Delaware statute, an “interested shareholder” is generally defined as a person who together with that person’s affiliates and associates owns, or within the previous three years did own, 15% or more of a corporation’s outstanding voting shares.

 

Takeovers. Under Bermuda law, if an acquiror makes an offer for shares of a company and, within four months of the offer, the holders of not less than 90% of the shares that are the subject of the offer tender their shares, the acquiror may give the nontendering shareholders notice requiring them to transfer their shares on the terms

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of the offer. Within one month of receiving the notice, dissenting shareholders may apply to the court objecting to the transfer. The burden is on the dissenting shareholders to show that the court should exercise its discretion to enjoin the transfer. The court will be unlikely to do this unless there is evidence of fraud or bad faith or collusion between the acquiror and the tendering shareholders aimed at unfairly forcing out minority shareholders. Under another provision of Bermuda law, the holders of 95% of the shares of a company (the “acquiring shareholders”) may give notice to the remaining shareholders requiring them to sell their shares on the terms described in the notice. Within one month of receiving the notice, dissenting shareholders may apply to the court for an appraisal of their shares. Within one month of the court’s appraisal, the acquiring shareholders are entitled either to acquire all shares involved at the price fixed by the court or cancel the notice given to the remaining shareholders. If shares were acquired under the notice at a price below the court’s appraisal price, the acquiring shareholders must either pay the difference in price or cancel the notice and return the shares thus acquired to the shareholder, who must then refund the purchase price. There are no comparable provisions under Delaware law.

 

Inspection of Corporate Records. Members of the general public have the right to inspect the public documents of Group available at the office of the Registrar of Companies and Group’s registered office, both in Bermuda. These documents include the memorandum of association, which describes Group’s permitted purposes and powers, any amendments to the memorandum of association and documents relating to any increase or reduction in Group’s authorized share capital. Shareholders of Group have the additional right to inspect Group’s bye-laws, minutes of general meetings of shareholders and audited financial statements that must be presented to the annual general meeting of shareholders. The register of shareholders of Group also is open to inspection by shareholders and to members of the public without charge. Group is required to maintain its share register at its registered office in Bermuda. Group also maintains a branch register in the offices of its transfer agent in the U.S., which is open for public inspection as required under the Companies Act. Group is required to keep at its registered office a register of its directors and officers that is open for inspection by members of the public without charge. However, Bermuda law does not provide a general right for shareholders to inspect or obtain copies of any other corporate records. Under Delaware law, any shareholder may inspect or obtain copies of a corporation’s shareholder list and its other books and records for any purpose reasonably related to that person’s interest as a shareholder.

 

Shareholder’s Suits. The rights of shareholders under Bermuda law are not as extensive as the rights of shareholders under legislation or judicial precedent in many U.S. jurisdictions. Class actions and derivative actions are generally not available to shareholders under the laws of Bermuda. However, the Bermuda courts ordinarily would be expected to follow English case law precedent, which would permit a shareholder to bring an action in the name of Group to remedy a wrong done to Group where the act complained of is alleged to be beyond the corporate power of Group or illegal or would result in the violation of Group’s memorandum of association or bye-laws. Furthermore, the court would give consideration to acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of Group’s shareholders than actually approved it. The winning party in an action of this type generally would be able to recover a portion of attorneys’ fees incurred in connection with the action. Under Delaware law, class actions and derivative actions generally are available to stockholders for breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In these types of actions, the court has discretion to permit the winning party to recover its attorneys’ fees.

 

Limitation of Liability of Directors and Officers. Group’s bye-laws provide that Group and its shareholders waive all claims or rights of action that they might have, individually or in the right of the Company, against any director or officer for any act or failure to act in the performance of that director’s or officer’s duties. However, this waiver does not apply to claims or rights of action that arise out of fraud or dishonesty. This waiver may have the effect of barring claims arising under U.S. federal securities laws. Under Delaware law, a corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its stockholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends,

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stock repurchases or stock redemptions, or any transaction from which a director derived an improper personal benefit. Moreover, Delaware provisions would not be likely to bar claims arising under U.S. federal securities laws.

 

Indemnification of Directors and Officers. Group’s bye-laws provide that Group shall indemnify its directors or officers to the full extent permitted by law against all actions, costs, charges, liabilities, loss, damage or expense incurred or suffered by them by reason of any act done, concurred in or omitted in the conduct of Group’s business or in the discharge of their duties. Under Bermuda law, this indemnification may not extend to any matter involving fraud or dishonesty of which a director or officer may be guilty in relation to the company, as determined in a final judgment or decree not subject to appeal. Under Delaware law, a corporation may indemnify a director or officer who becomes a party to an action, suit or proceeding because of his position as a director or officer if (1) the director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (2) if the action or proceeding involves a criminal offense, the director or officer had no reasonable cause to believe his or her conduct was unlawful.

 

Enforcement of Civil Liabilities. Group is organized under the laws of Bermuda. Some of its directors and officers may reside outside the U.S. A substantial portion of our assets are or may be located in jurisdictions outside the U.S. As a result, a person may not be able to affect service of process within the U.S. on directors and officers of Group and those experts who reside outside the U.S. A person also may not be able to recover against them or Group on judgments of U.S. courts or to obtain original judgments against them or Group in Bermuda courts, including judgments predicated upon civil liability provisions of the U.S. federal securities laws.

 

Dividends. Bermuda law does not allow a company to declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that the company, after the payment is made, would be unable to pay its liabilities as they become due, or that the realizable value of the company’s assets would be less, as a result of the payment, than the aggregate of its liabilities and its issued share capital and share premium accounts. The share capital account represents the aggregate par value of issued shares, and the share premium account represents the aggregate amount paid for issued shares over and above their par value. Under Delaware law, subject to any restrictions contained in a company’s certificate of incorporation, a company may pay dividends out of the surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Surplus is the amount by which the net assets of a corporation exceed its stated capital. Delaware law also provides that dividends may not be paid out of net profits at any time when stated capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

 

Risks Relating to Taxation

 

If international tax laws change, our net income may be impacted.

 

The Organization for Economic Co-operation and Development (“OECD”) and its member countries which includes the U.S., have been focusing for an extended period on issues related to the taxation of multinational corporations, such as the comprehensive plan set forth by the OECD to create an agreed set of international tax rules for preventing base erosion and profit shifting. Recently they agreed upon a broad framework for overhauling the taxation of multinational corporations that includes, among other things, profit reallocation rules and a 15% global minimum corporate income tax rate. These proposals, if implemented, could have an impact our net income and effective tax rate. Group and/or various Group companies may be subject to additional income taxes, which would reduce our net income.

 

If U.S. tax law changes, our net income may be impacted.

 

The 2017 TCJA addressed what some members of Congress had expressed concern about for several years, which was U.S. corporations moving their place of incorporation to low-tax jurisdictions to obtain a competitive advantage over domestic corporations that are subject to the U.S. corporate income tax rate of 21%.

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Specifically, it addressed their concern over a perceived competitive advantage that foreign-controlled insurers and reinsurers may have had over U.S. controlled insurers and reinsurers resulting from the purchase of reinsurance by U.S. insurers from affiliates operating in some foreign jurisdictions, including Bermuda. Such affiliated reinsurance transactions may subject the U.S. ceding companies to a Base Erosion and Anti-abuse Tax (“BEAT”) of 10% from 2019 to 2025 and 12.5% thereafter which may exceed its regular income tax. In addition, new legislation as well as proposed and final regulations may further limit the ability of the Company to execute alternative capital balancing transactions with unrelated parties. This would further impact our net income and effective tax rate.

 

Group and/or Bermuda Re may be subject to U.S. corporate income tax, which would reduce our net income.

 

Bermuda Re. The income of Bermuda Re is a significant portion of our worldwide income from operations. We have established guidelines for the conduct of our operations that are designed to ensure that Bermuda Re is not engaged in the conduct of a trade or business in the U.S. Based on its compliance with those guidelines, we believe that Bermuda Re should not be required to pay U.S. corporate income tax, other than withholding tax on U.S. source dividend income. However, if the IRS were to successfully assert that Bermuda Re was engaged in a U.S. trade or business, Bermuda Re would be required to pay U.S. corporate income tax on all of its income and possibly the U.S. branch profits tax. However, if the IRS were to successfully assert that Bermuda Re was engaged in a U.S. trade or business, we believe the U.S.-Bermuda tax treaty would preclude the IRS from taxing Bermuda Re’s income except to the extent that its income was attributable to a U.S. permanent establishment maintained by that subsidiary. We do not believe that Bermuda Re has a permanent establishment in the U.S. If the IRS were to successfully assert that Bermuda Re did have income attributable to a permanent establishment in the U.S., Bermuda Re would be subject to U.S. tax only on that income. This would reduce our net income.

 

Group. We conduct our operations in a manner designed to minimize our U.S. tax exposures. Based on our compliance with guidelines designed to ensure that we generate only immaterial amounts, if any, of income that is subject to the taxing jurisdiction of the U.S., we believe that we should be required to pay only immaterial amounts, if any, of U.S. corporate income tax, other than withholding tax on U.S. source dividend income. However, if the IRS successfully asserted that we had material amounts of income that was subject to the taxing jurisdiction of the U.S., we would be required to pay U.S. corporate income tax on that income, and possibly the U.S. branch profits tax. The imposition of such tax would reduce our net income. If Bermuda Re became subject to U.S. income tax on its income, or if we became subject to U.S. income tax, our income could also be subject to the U.S. branch profits tax. In that event, Group and Bermuda Re would be subject to taxation at a higher combined effective rate than if they were organized as U.S. corporations. The combined effect of the 21% U.S. corporate income tax rate and the 30% branch profits tax rate is a net tax rate of 44.7%. The imposition of these taxes would reduce our net income.

 

Group and/or Bermuda Re may become subject to Bermuda tax, which would reduce our net income.

 

Group and Bermuda Re are not subject to income or profits tax, withholding tax or capital gains taxes in Bermuda. Both companies have received an assurance from the Bermuda Minister of Finance under The Exempted Undertakings Tax Protection Amendment Act of 2011 to the effect that if any legislation is enacted in Bermuda that imposes any tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then that tax will not apply to us or to any of our operations or our shares, debentures or other obligations until March 31, 2035. This assurance does not prevent the application of any of those taxes to persons ordinarily resident in Bermuda and does not prevent the imposition of any tax payable in accordance with the provisions of The Land Tax Act 1967 of Bermuda or otherwise payable in relation to any land leased to Group or Bermuda Re.

 

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Our net income will be reduced if U.S. excise and withholding taxes are increased.

 

Reinsurance and insurance premiums paid to Bermuda Re with respect to risks located in the U.S. are subject to a U.S. federal excise tax of one percent. In addition, Bermuda Re is subject to federal excise tax on reinsurance and insurance premiums with respect to risks located in the U.S. In addition, Bermuda Re is subject to withholding tax on dividend income from U.S. sources. These taxes could increase, and other taxes could be imposed in the future on Bermuda Re’s business, which would reduce our net income.

 

If U.S. tax law changes, our U.S. shareholders net income may be impacted.

 

U.S. shareholders. In January 2022, Treasury and the IRS released proposed regulations regarding the determination and inclusion of related-person insurance income (RPII). The regulations, if finalized without modifications, could cause RPII to be attributable to the Company’s U.S. shareholders prospectively and therefore additional income tax. The imposition of such tax could reduce our U.S. shareholders return on investment in the Company. Our U.S. shareholders net income and tax liabilities might be increased, reducing their net income.

 

 

ITEM 1B.UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2.PROPERTIES

 

Everest Re’s corporate offices are located in approximately 321,500 square feet of leased office space in Warren, New Jersey. Bermuda Re’s corporate offices are located in approximately 12,300 total square feet of leased office space in Hamilton, Bermuda. The Company’s other 23 locations occupy a total of approximately 254,000 square feet, all of which are leased.

 

ITEM 3.LEGAL PROCEEDINGS

 

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’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 4.MINE SAFETY DISCLOSURES

 

Not Applicable.

 

37


 

PART II

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information.

The common shares of Group trade on the New York Stock Exchange under the symbol, “RE”. The quarterly high and low closing market prices of Group’s common shares for the periods indicated were:

 

 

2021

 

2020

 

High

 

Low

 

High

 

Low

First Quarter

$

255.97

 

$

211.08

 

$

291.78

 

$

171.96

Second Quarter

 

276.95

 

 

236.21

 

 

231.07

 

 

161.72

Third Quarter

 

273.68

 

 

236.68

 

 

232.19

 

 

197.10

Fourth Quarter

 

286.62

 

 

250.41

 

 

241.54

 

 

196.20

 

Number of Holders of Common Shares.

The number of record holders of common shares as of February 1, 2022 was 630. That number does not include the beneficial owners of shares held in “street” name or held through participants in depositories, such as The Depository Trust Company.

 

Dividend History and Restrictions.

In 1995, the Board of Directors of the Company established a policy of declaring regular quarterly cash dividends and has paid a regular quarterly dividend in each quarter since the fourth quarter of 1995. The Company declared and paid its quarterly cash dividend of $1.55 per share for the four quarters of 2020. The Company declared and paid its quarterly cash dividend of $1.55 per share for the four quarters of 2021. On February 24, 2022, the Company’s Board of Directors declared a dividend of $1.55 per share, payable on or before March 30, 2022 to shareholders of record on March 16, 2022.

 

The declaration and payment of future dividends, if any, by the Company will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, financial condition, business needs and growth objectives, capital and surplus requirements of its operating subsidiaries, regulatory restrictions, rating agency considerations and other factors. As an insurance holding company, the Company is partially dependent on dividends and other permitted payments from its subsidiaries to pay cash dividends to its shareholders. The payment of dividends to Group by Holdings and to Holdings by Everest Re is subject to Delaware regulatory restrictions and the payment of dividends to Group by Bermuda Re is subject to Bermuda insurance regulatory restrictions. See “Regulatory Matters – Dividends” and ITEM 8, “Financial Statements and Supplementary Data” - Note 14 of Notes to Consolidated Financial Statements.

 

38


 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

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)

January 1 - 31, 2021

$

 

 

2,357,803

February 1 - 28, 2021

49,610

$

241.4919

 

4,100

 

2,353,703

March 1 - 31, 2021

93,362

$

241.7088

 

93,362

 

2,260,341

April 1 - 30, 2021

$

 

 

2,260,341

May 1 - 31, 2021

2,378

$

267.0901

 

 

2,260,341

June 1 - 30, 2021

68,100

$

246.4414

 

68,100

 

2,192,241

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

October 1 - 31, 2021

2,062

$

269.4910

 

 

1,566,883

November 1 - 30, 2021

4,232

$

274.4150

 

 

1,566,883

December 1 - 31, 2021

97,186

$

259.3518

 

96,702

 

1,470,181

Total

947,661

$

 

887,622

 

1,470,181

 

 

(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 30.5 million of the Company’s shares.

 

Recent Sales of Unregistered Securities.

 

None.

 

39


 

Performance Graph.

The following Performance Graph compares cumulative total shareholder returns on the Common Shares (assuming reinvestment of dividends) from December 31, 2016 through December 31, 2021, with the cumulative total return of the Standard & Poor’s 500 Index and the Standard & Poor’s Insurance (Property and Casualty) Index.

 

CumulativeTotalReturn

 

12/16

 

12/17

 

12/18

 

12/19

 

12/20

 

12/21

Everest Re Group, Ltd.

100.00

 

104.43

 

105.19

 

136.92

 

119.04

 

142.66

S&P 500

100.00

 

121.83

 

116.49

 

153.17

 

181.35

 

233.41

S&P Property & Casualty Insurance

100.00

 

122.39

 

116.64

 

146.82

 

157.04

 

187.31

 

 

 

 

*$100 invested on 12/31/15 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

 

Copyright© 2021 Standard & Poor's, a division of S&P Global. All rights reserved.

 

40


 

ITEM 6.SELECTED FINANCIAL DATA

 

The following selected consolidated GAAP financial data of the Company as of and for the years ended December 31, 2021, 2020, 2019, 2018 and 2017, were derived from the audited consolidated financial statements of the Company. The following financial data should be read in conjunction with the Consolidated Financial Statements and accompanying notes.

 

 

Years Ended December 31,

(Dollars in millions, except per share amounts)

2021

 

2020

 

2019

 

2018

 

2017

Operating data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross written premiums

$

13,049.8

 

$

10,482.4

 

$

9,133.4

 

$

8,475.2

 

$

7,173.9

Net written premiums

 

11,445.5

 

 

9,117.0

 

 

7,824.4

 

 

7,414.4

 

 

6,244.7

Premiums earned

 

10,406.4

 

 

8,681.5

 

 

7,403.7

 

 

6,931.7

 

 

5,937.8

Net investment income

 

1,164.9

 

 

642.5

 

 

647.1

 

 

581.2

 

 

542.9

Net realized capital gains (losses)

 

257.9

 

 

267.6

 

 

185.0

 

 

(127.1)

 

 

153.2

Incurred losses and loss adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

expenses (including catastrophes)

 

7,391.3

 

 

6,550.8

 

 

4,922.9

 

 

5,651.4

 

 

4,522.6

Net catastrophe losses (1)

 

1,065.0

 

 

415.0

 

 

550.0

 

 

1,669.8

 

 

1,339.1

Commission, brokerage, taxes and fees

 

2,208.8

 

 

1,873.3

 

 

1,703.7

 

 

1,519.0

 

 

1,304.0

Other underwriting expenses

 

582.6

 

 

511.2

 

 

440.9

 

 

371.5

 

 

318.8

Corporate expenses

 

67.8

 

 

41.1

 

 

33.0

 

 

30.7

 

 

25.9

Interest, fees and bond issue cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

amortization expense

 

70.1

 

 

36.3

 

 

31.7

 

 

31.0

 

 

31.6

Income (loss) before taxes

 

1,545.6

 

 

585.3

 

 

1,099.0

 

 

(242.2)

 

 

419.4

Income tax expense (benefit)

 

166.5

 

 

71.2

 

 

89.5

 

 

(331.2)

 

 

(63.4)

Net income (loss) (2)

 

1,379.1

 

 

514.2

 

 

1,009.5

 

 

89.0

 

 

482.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (3)

$

34.66

 

$

12.81

 

$

24.77

 

$

2.18

 

$

11.77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted (4)

$

34.62

 

$

12.78

 

$

24.70

 

$

2.17

 

$

11.70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared

$

6.20

 

$

6.20

 

$

5.75

 

$

5.30

 

$

5.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certain GAAP financial ratios: (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio

 

71.0%

 

 

75.5%

 

 

66.5%

 

 

81.5%

 

 

76.2%

Other underwriting expense ratio

 

26.8%

 

 

27.4%

 

 

29.0%

 

 

27.3%

 

 

27.3%

Combined ratio (2)

 

97.8%

 

 

102.9%

 

 

95.5%

 

 

108.8%

 

 

103.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet data (at end of period):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments and cash

$

29,673.3

 

$

25,461.6

 

$

20,748.5

 

$

18,433.1

 

$

18,626.5

Total assets

 

38,185.3

 

 

32,711.5

 

 

27,244.0

 

 

24,773.1

 

 

23,577.6

Loss and LAE reserves

 

19,009.5

 

 

16,322.1

 

 

13,531.3

 

 

13,098.2

 

 

11,870.1

Total debt

 

3,088.6

 

 

1,910.4

 

 

633.8

 

 

633.6

 

 

633.4

Total liabilities

 

28,046.1

 

 

22,985.3

 

 

18,111.1

 

 

16,869.3

 

 

15,208.4

Shareholders' equity

 

10,139.2

 

 

9,726.2

 

 

9,132.9

 

 

7,860.8

 

 

8,340.7

Book value per share (6)

 

258.21

 

 

243.25

 

 

223.85

 

 

193.37

 

 

204.25

 

(1) Catastrophe losses are presented net of reinsurance and reinstatement premiums. Catastrophe insurance provides coverage for one event. When limits are exhausted, some contractual arrangements provide for the availability of additional coverage upon the payment of additional premium. This additional premium is referred to as reinstatement premium.

(2) Some amounts may not reconcile due to rounding.

(3) Based on weighted average basic common shares outstanding of 39.3 million, 39.7 million, 40.3 million, 40.4 million and 40.6 million for 2021, 2020, 2019, 2018 and 2017, respectively.

(4) Based on weighted average diluted common shares outstanding of 39.3 million, 39.7 million, 40.4 million, 40.6 million and 40.8 million for 2021, 2020, 2019, 2018 and 2017, respectively.

(5) Loss ratio is the GAAP losses and LAE incurred as a percentage of GAAP net premiums earned. Underwriting expense ratio is the GAAP commissions, brokerage, taxes, fees and other underwriting expenses as a percentage of GAAP net premiums earned. Combined ratio is the sum of the loss ratio and underwriting expense ratio.

(6) Based on 39.3 million, 40.0 million, 40.8 million, 40.7 million and 40.8 million common shares outstanding for December 31, 2021, 2020, 2019, 2018 and 2017, respectively.

 

 

41


 

ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

The following is a discussion and analysis of our results of operations and financial condition for the years ended December 31, 2021 and 2020. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes, under ITEM 8 of this Form 10-K. Pursuant to the FAST Act Modernization and Simplification of Regulation S-K, comparisons between 2020 and 2019 have been omitted from this Form 10-K but can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the year ended December 31, 2020.

 

All comparisons in this discussion are to the corresponding prior year unless otherwise indicated.

 

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. 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.

 

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

42


 

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 the impact on pricing conditions will be, but it is likely to change depending on the line of business and geography.

 

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.

43


 

 

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.

 

 

Years Ended December 31,

 

Percentage Increase/(Decrease)

(Dollars in millions)

2021

 

2020

 

2019

 

2021/2020

 

2020/2019

Gross written premiums

$

13,049.8

 

$

10,482.4

 

$

9,133.4

 

24.5%

 

14.8%

Net written premiums

 

11,445.5

 

 

9,117.0

 

 

7,824.4

 

25.5%

 

16.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

$

10,406.4

 

$

8,681.5

 

$

7,403.7

 

19.9%

 

17.3%

Net investment income

 

1,164.9

 

 

642.5

 

 

647.1

 

81.3%

 

(0.7)%

Net realized capital gains (losses)

 

257.9

 

 

267.6

 

 

185.0

 

(3.6)%

 

44.7%

Other income (expense)

 

37.0

 

 

6.5

 

 

(4.6)

 

NM

 

(39.2)%

Total revenues

 

11,866.3

 

 

9,598.1

 

 

8,231.2

 

23.6%

 

16.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

CLAIMS AND EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Incurred losses and loss adjustment expenses

 

7,391.3

 

 

6,550.8

 

 

4,922.9

 

12.8%

 

33.1%

Commission, brokerage, taxes and fees

 

2,208.8

 

 

1,873.3

 

 

1,703.7

 

17.9%

 

10.0%

Other underwriting expenses

 

582.6

 

 

511.2

 

 

440.9

 

14.0%

 

16.0%

Corporate expenses

 

67.8

 

 

41.1

 

 

33.0

 

65.0%

 

24.7%

Interest, fees and bond issue cost amortization expense

 

70.1

 

 

36.3

 

 

31.7

 

93.1%

 

14.6%

Total claims and expenses

 

10,320.6

 

 

9,012.8

 

 

7,132.2

 

14.5%

 

26.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES

 

1,545.6

 

 

585.3

 

 

1,099.0

 

164.1%

 

(46.7)%

Income tax expense (benefit)

 

166.5

 

 

71.2

 

 

89.5

 

133.9%

 

(20.5)%

NET INCOME (LOSS)

$

1,379.1

 

$

514.2

 

$

1,009.5

 

168.2%

 

(49.1)%

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS:

 

 

 

 

 

 

 

 

 

Point Change

Loss ratio

 

71.0%

 

 

75.5%

 

 

66.5%

 

(4.5)

 

9.0

Commission and brokerage ratio

 

21.2%

 

 

21.6%

 

 

23.0%

 

(0.4)

 

(1.4)

Other underwriting expense ratio

 

5.6%

 

 

5.8%

 

 

6.0%

 

(0.2)

 

(0.2)

Combined ratio

 

97.8%

 

 

102.9%

 

 

95.5%

 

(5.1)

 

7.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31,

 

Percentage Increase/(Decrease)

(Dollars in millions, except per share amounts)

2021

 

2020

 

2019

 

2021/2020

 

2020/2019

Balance sheet data:

 

 

 

 

 

 

 

 

 

 

 

 

Total investments and cash

$

29,673.3

 

$

25,461.6

 

$

20,748.5

 

16.5%

 

22.7%

Total assets

 

38,185.3

 

 

32,711.5

 

 

27,244.0

 

16.7%

 

20.1%

Loss and loss adjustment expense reserves

 

19,009.5

 

 

16,322.1

 

 

13,531.3

 

16.5%

 

20.6%

Total debt

 

3,088.6

 

 

1,910.4

 

 

633.8

 

61.7%

 

201.4%

Total liabilities

 

28,046.1

 

 

22,985.3

 

 

18,111.1

 

22.0%

 

26.9%

Shareholders' equity

 

10,139.2

 

 

9,726.2

 

 

9,132.9

 

4.2%

 

6.5%

Book value per share

 

258.21

 

 

243.25

 

 

223.85

 

6.2%

 

8.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

(NM, not meaningful)

(Some amounts may not reconcile due to rounding.)

 

44


 

Revenues.

Premiums. Gross written premiums increased by 24.5% to $13.0 billion in 2021, compared to $10.5 billion in 2020, reflecting a $1.8 billion, or 24.5%, increase in our reinsurance business and a $0.8 billion, or 24.4%, 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 business, property pro-rata business and property catastrophe excess of loss business, as well as $90.5 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. Net written premiums increased by 25.5% to $11.4 billion in 2021, compared to $9.1 billion in 2020. This change is consistent with the change in gross written premiums. Premiums earned increased by 19.9% to $10.4 billion in 2020, compared to $8.7 billion in 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.

 

Other Income (Expense). We recorded other income of $37.0 million and $6.5 million in 2021 and 2020, respectively. The changes were primarily the result of fluctuations in foreign currency exchange rates. We recognized foreign currency exchange income of $28.1 million in 2021 and foreign currency exchange expense of $7.3 million in 2020.

 

Claims and Expenses.

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

 

 

Years Ended December 31,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollars in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

6,265.3

 

60.2%

 

 

$

(9.1)

 

(0.1)%

 

 

$

6,256.2

 

60.1%

 

Catastrophes

 

1,135.0

 

10.9%

 

 

 

 

—%

 

 

 

1,135.0

 

10.9%

 

Total segment

$

7,400.3

 

71.1%

 

 

$

(9.1)

 

(0.1)%

 

 

$

7,391.3

 

71.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

5,724.4

 

66.0%

 

 

$

401.4

 

4.7%

 

 

$

6,125.8

 

70.7%

 

Catastrophes

 

425.0

 

4.9%

 

 

 

 

—%

 

 

 

425.0

 

4.9%

 

Total segment

$

6,149.4

 

70.9%

 

 

$

401.4

 

4.7%

 

 

$

6,550.8

 

75.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

4,441.0

 

60.0%

 

 

$

(93.6)

 

(1.3)%

 

 

$

4,347.4

 

58.7%

 

Catastrophes

 

545.5

 

7.4%

 

 

 

30.0

 

0.4%

 

 

 

575.5

 

7.8%

 

Total segment

$

4,986.5

 

67.4%

 

 

$

(63.6)

 

(0.9)%

 

 

$

4,922.9

 

66.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

540.9

 

(5.8)

pts

 

$

(410.5)

 

(4.8)

pts

 

$

130.4

 

(10.6)

pts

Catastrophes

 

710.0

 

6.0

pts

 

 

 

pts

 

 

710.0

 

6.0

pts

Total segment

$

1,250.9

 

0.2

pts

 

$

(410.5)

 

(4.8)

pts

 

$

840.4

 

(4.6)

pts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2020/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,283.4

 

6.0

pts

 

$

495.0

 

6.0

pts

 

$

1,778.4

 

12.0

pts

Catastrophes

 

(120.5)

 

(2.5)

pts

 

 

(30.0)

 

(0.4)

pts

 

 

(150.5)

 

(2.9)

pts

Total segment

$

1,162.9

 

3.5

pts

 

$

465.0

 

5.6

pts

 

$

1,627.9

 

9.0

pts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Incurred losses and LAE increased by 12.8% to $7.4 billion in 2021, compared to $6.6 billion in 2020, primarily due to an increase of $710.0 million in current year catastrophe losses and a rise of $540.9 million in current year

45


 

attritional losses, partially offset by more favorable development on prior years attritional losses mainly related to $400.0 million of reserve strengthening in the 4th quarter of 2020 which did not recur in 2021. The increase in current year attritional losses was mainly due to the impact of the increase in premiums earned, partially mitigated by $511.1 million of COVID-19 Pandemic losses incurred in 2020. The current year catastrophe losses of $1.1 billion in 2021 related primarily to Hurricane Ida ($460.0 million), the Texas winter storms ($294.4 million) the European floods ($242.1 million) , the Canada drought loss ($80.0 million) and the Quad state tornadoes ($45.0 million) with the rest of the losses emanating from the South Africa riots and the 2021 Australia floods. The $425.0 million of current year catastrophe losses in 2020 related to Hurricane Laura ($124.0 million), the Northern California wildfires ($44.1 million), Hurricane Zeta ($40.0 million), Hurricane Sally ($32.8 million), the California Glass wildfire ($29.5 million), Nashville tornadoes ($22.9 million), the Derecho storms ($20.5 million), Hurricane Isaias ($20.0 million), Hurricane Delta ($20.0 million), the Oregon wildfires ($17.0 million), the Calgary storms in Canada ($14.7 million), the 2020 U.S. civil unrest ($14.5 million), the Queensland Hailstorm ($10.0 million), the 2020 Australia fires ($8.2 million) and the Australia East Coast Storm ($6.8 million).

 

Commission, Brokerage, Taxes and Fees. Commission, brokerage, taxes and fees increased by 17.9% to $2.2 billion for the year ended December 31, 2021 compared to $1.9 billion for the year ended December 31, 2020. The increase was 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 $582.6 million and $511.2 million in 2021 and 2020, respectively. The increase in other underwriting expenses in 2021 was mainly due to the continued build out of our insurance operations and the growth of the Group overall; broadly in line with the year over year increase in premiums earned.

 

Corporate Expenses. Corporate expenses, which are general operating expenses that are not allocated to segments, were $67.8 million and $41.1 million for the years ended December 31, 2021 and 2020, respectively. The increase from 2020 to 2021 was mainly due to costs associated with the relocation of our U.S. corporate offices and higher compensation expenses from an increased staff count.

 

Interest, Fees and Bond Issue Cost Amortization Expense. Interest, fees and other bond amortization expense was $70.1 million and $36.3 million in 2021 and 2020, respectively. The increase in interest expense was primarily due to the issuance of $1.0 billion of senior notes in October 2020 and the issuance of $1.0 billion of senior notes in October 2021. Interest expense was also impacted by the movements in the floating interest rate related to the long term subordinated notes, which is reset quarterly per the note agreement. The floating rate was 2.54% as of December 31, 2021.

 

Income Tax Expense (Benefit). We had income tax expense of $166.5 million and $71.2 million in 2021 and 2020, respectively. Income tax 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 effective tax rate (“ETR”) is primarily affected by tax-exempt investment income, foreign tax credits and dividends. Variations in the ETR 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 Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, enacted on March 27, 2020, provided that U.S. companies could carryback for five years net operating losses incurred in 2018, 2019 and/or 2020. This beneficial tax provision in the CARES Act enabled the Company to carryback its significant 2018 net operating losses to prior tax years with higher effective tax rates of 35% versus 21% in 2018 and later years. As a result, the Company was able to record a net income tax benefit from the five-year carryback of $32.5 million and obtain federal income tax cash refunds of $182.5 million including interest in 2020.

 

46


 

Net Income (Loss).

Our net income was $1.4 billion and $514 million in 2021 and 2020, respectively. The change was primarily driven by the financial component fluctuations explained above.

 

Ratios.

Our combined ratio decreased by 5.1 points to 97.8% in 2021, compared to 102.9% in 2020. The loss ratio component decreased 4.5 points in 2021 over the same period last year mainly due to $400.0 million of reserve strengthening in the fourth quarter of 2020 and COVID-19 Pandemic attritional losses incurred in 2020, neither of which recurred in 2021. These impacts to the loss ratio were partially offset by $710.0 million of additional current year catastrophe losses in 2021 compared to 2020. The commission and brokerage ratio components decreased to 21.2% in 2021 compared to 21.6% in 2020 mainly due to changes in the mix of business. The other underwriting expense ratios decreased slightly to 5.6% in 2021 compared to 5.8% in 2020.

 

Shareholders’ Equity.

Shareholders’ equity increased by $0.4 billion to $10.1 billion at December 31, 2021 from $9.7 billion at December 31, 2020, principally as a result of $1.4 billion of net income, $29.1 million of share-based compensation transactions and $23.5 million of net benefit plan obligation adjustments, net of tax, partially offset by $484.8 million of unrealized depreciation on investments net of tax, $246.7 million of shareholder dividends, the repurchase of 887,622 common shares for $225.1 million and $62.1 million of net foreign currency translation adjustments.

 

Consolidated Investment Results

 

Net Investment Income.

Net investment income increased by 81.3% to $1.2 billion in 2021 compared with investment income of $642.5 million in 2020. The increase was 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.

 

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

 

 

Years Ended December 31,

(Dollars in millions)

2021

 

2020

 

2019

Fixed maturities

$

561.1

 

$

542.4

 

$

520.3

Equity securities

 

17.3

 

 

18.8

 

 

19.5

Short-term investments and cash

 

1.3

 

 

5.0

 

 

17.6

Other invested assets

 

 

 

 

 

 

 

 

Limited partnerships

 

565.3

 

 

112.9

 

 

105.8

Other

 

62.9

 

 

1.7

 

 

14.1

Gross investment income before adjustments

 

1,207.9

 

 

680.7

 

 

677.3

Funds held interest income (expense)

 

12.3

 

 

12.8

 

 

13.3

Future policy benefit reserve income (expense)

 

(1.1)

 

 

(1.2)

 

 

(1.4)

Gross investment income

 

1,219.1

 

 

692.2

 

 

689.2

Investment expenses

 

(54.2)

 

 

(49.8)

 

 

(42.1)

Net investment income

$

1,164.9

 

$

642.5

 

$

647.1

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

47


 

The following tables show a comparison of various investment yields for the periods indicated.

 

 

2021

 

2020

 

2019

Annualized pre-tax yield on average cash and invested assets

4.4

%

 

2.9

%

 

3.3

%

Annualized after-tax yield on average cash and invested assets

3.8

%

 

2.5

%

 

2.9

%

 

 

 

 

 

 

 

 

 

Annualized return on invested assets

5.3

%

 

4.0

%

 

4.3

%

 

 

2021

 

2020

 

2019

Fixed income portfolio total return

0.5

%

 

6.3

%

 

6.2

%

Barclay's Capital - U.S. aggregate index

(1.5)

%

 

7.5

%

 

8.7

%

 

 

 

 

 

 

 

 

 

Common equity portfolio total return

19.0

%

 

26.7

%

 

23.8

%

S&P 500 index

28.7

%

 

18.4

%

 

31.5

%

 

 

 

 

 

 

 

 

 

Other invested asset portfolio total return

36.5

%

 

8.3

%

 

9.9

%

 

The pre-tax equivalent total return for the bond portfolio was approximately 0.5% and 5.3%, respectively, in 2021 and 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.

 

48


 

Net Realized Capital Gains (Losses).

The following table presents the composition of our net realized capital gains (losses) for the periods indicated.

 

 

Years Ended December 31,

 

2021/2020

 

2020/2019

(Dollars in millions)

2021

 

2020

 

2019

 

Variance

 

Variance

Gains (losses) from sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities, market value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

$

71.7

 

$

79.6

 

$

63.4

 

$

(7.9)

 

$

16.2

Losses

 

(55.2)

 

 

(81.8)

 

 

(35.3)

 

 

26.6

 

 

(46.5)

Total

 

16.5

 

 

(2.2)

 

 

28.1

 

 

18.7

 

 

(30.3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities, fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

 

 

 

 

0.4

 

 

 

 

(0.4)

Losses

 

 

 

(2.9)

 

 

-

 

 

2.9

 

 

(2.9)

Total

 

 

 

(2.9)

 

 

0.4

 

 

2.9

 

 

(3.3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities, fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

42.2

 

 

37.4

 

 

14.3

 

 

4.8

 

 

23.1

Losses

 

(14.6)

 

 

(46.4)

 

 

(10.1)

 

 

31.8

 

 

(36.3)

Total

 

27.6

 

 

(9.0)

 

 

4.1

 

 

36.6

 

 

(13.1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Invested Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

10.0

 

 

7.7

 

 

6.8

 

 

2.3

 

 

0.9

Losses

 

(3.8)

 

 

(6.0)

 

 

(0.8)

 

 

2.2

 

 

(5.3)

Total

 

6.1

 

 

1.7

 

 

6.0

 

 

4.4

 

 

(4.4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short Term Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

 

 

1.3

 

 

 

 

(1.3)

 

 

1.3

Losses

 

 

 

-

 

 

 

 

-

 

 

Total

 

 

 

1.3

 

 

 

 

(1.3)

 

 

1.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net realized capital gains (losses) from sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

123.9

 

 

126.1

 

 

84.9

 

 

(2.1)

 

 

41.2

Losses

 

(73.7)

 

 

(137.1)

 

 

(46.1)

 

 

63.4

 

 

(91.0)

Total

 

50.2

 

 

(11.1)

 

 

38.9

 

 

61.3

 

 

(49.9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

(28.0)

 

 

(1.7)

 

 

 

 

(26.3)

 

 

(1.7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other-than-temporary impairments:

 

 

 

 

 

(20.9)

 

 

 

 

20.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (losses) from fair value adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, fair value

 

 

 

1.9

 

 

1.8

 

 

(1.9)

 

 

0.1

Equity securities, fair value

 

235.7

 

 

278.5

 

 

165.2

 

 

(42.8)

 

 

113.3

Total

 

235.7

 

 

280.4

 

 

167.0

 

 

(44.7)

 

 

113.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net realized capital gains (losses)

$

257.9

 

$

267.6

 

$

185.0

 

$

(9.8)

 

$

82.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Segment Results.

The Company’s operations are comprised of its Reinsurance segment and its Insurance segment. 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.

49


 

 

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

 

Reinsurance.

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

 

 

Years Ended December 31,

 

2021/2020

 

2020/2019

(Dollars in millions)

2021

 

2020

 

2019

 

Variance

 

% Change

 

Variance

 

% Change

Gross written premiums

$

9,067.3

 

$

7,281.7

 

$

6,355.9

 

$

1,785.6

 

24.5%

 

$

925.8

 

14.6%

Net written premiums

 

8,535.6

 

 

6,767.6

 

 

5,732.3

 

 

1,768.0

 

26.1%

 

 

1,035.3

 

18.1%

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

Premiums earned

$

7,757.5

 

$

6,466.1

 

$

5,491.3

 

$

1,291.4

 

20.0%

 

$

974.8

 

17.8%

Incurred losses and LAE

 

5,556.4

 

 

4,933.4

 

 

3,675.2

 

 

623.0

 

12.6%

 

 

1,258.2

 

34.2%

Commission and brokerage

 

1,854.5

 

 

1,552.4

 

 

1,400.2

 

 

302.1

 

19.5%

 

 

152.1

 

10.9%

Other underwriting expenses

 

199.1

 

 

175.7

 

 

160.8

 

 

23.4

 

13.3%

 

 

14.9

 

9.3%

Underwriting gain (loss)

$

147.4

 

$

(195.4)

 

$

255.0

 

$

342.9

 

175.4%

 

$

(450.4)

 

(176.6)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Point Chg

 

 

 

 

Point Chg

Loss ratio

 

71.6%

 

 

76.3%

 

 

67.0%

 

 

 

 

(4.7)

 

 

 

 

9.3

Commission and brokerage ratio

 

23.9%

 

 

24.0%

 

 

25.5%

 

 

 

 

(0.1)

 

 

 

 

(1.5)

Other underwriting expense ratio

 

2.6%

 

 

2.7%

 

 

2.9%

 

 

 

 

(0.1)

 

 

 

 

(0.2)

Combined ratio

 

98.1%

 

 

103.0%

 

 

95.4%

 

 

 

 

(4.9)

 

 

 

 

7.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(NM, not meaningful)

(Some amounts may not reconcile due to rounding.)

 

Premiums. Gross written premiums increased by 24.5% to $9.1 billion in 2021 from $7.3 billion in 2020, primarily due to increases in most lines of business, notably casualty pro rata business, casualty excess of loss, property pro rata business and property catastrophe excess of loss business as well as a $90.5 million positive impact from the movement of foreign exchange rates. Net written premiums increased by 26.1% to $8.5 billion in 2021 compared to $6.8 billion in 2020, which is consistent with the change in gross written premiums. Premiums earned increased by 20.0% to $7.8 billion in 2021, compared to $6.5 billion in 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.

 

50


 

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

 

 

Years Ended December 31,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollars in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

4,581.8

 

59.1%

 

 

$

(7.9)

 

(0.1)%

 

 

$

4,573.9

 

59.0%

 

Catastrophes

 

982.5

 

12.7%

 

 

 

 

—%

 

 

 

982.5

 

12.7%

 

Total segment

$

5,564.3

 

71.8%

 

 

$

(7.9)

 

(0.1)%

 

 

$

5,556.4

 

71.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

4,179.5

 

64.6%

 

 

$

396.9

 

6.1%

 

 

$

4,576.4

 

70.7%

 

Catastrophes

 

357.0

 

5.5%

 

 

 

 

—%

 

 

 

357.0

 

5.5%

 

Total segment

$

4,536.5

 

70.1%

 

 

$

396.9

 

6.1%

 

 

$

4,933.4

 

76.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

3,177.5

 

57.9%

 

 

$

(77.2)

 

(1.4)%

 

 

$

3,100.4

 

56.5%

 

Catastrophes

 

541.5

 

9.9%

 

 

 

33.4

 

0.6%

 

 

 

574.8

 

10.5%

 

Total segment

$

3,719.0

 

67.8%

 

 

$

(43.8)

 

(0.8)%

 

 

$

3,675.2

 

67.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

402.3

 

(5.5)

pts

 

$

(404.8)

 

(6.2)

pts

 

$

(2.5)

 

(11.7)

pts

Catastrophes

 

625.5

 

7.2

pts

 

 

 

pts

 

 

625.5

 

7.2

pts

Total segment

$

1,027.8

 

1.7

pts

 

$

(404.8)

 

(6.2)

pts

 

$

623.0

 

(4.5)

pts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2020/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,002.0

 

6.7

pts

 

$

474.1

 

7.5

pts

 

$

1,476.0

 

14.2

pts

Catastrophes

 

(184.5)

 

(4.4)

pts

 

 

(33.4)

 

(0.6)

pts

 

 

(217.8)

 

(5.0)

pts

Total segment

$

817.5

 

2.3

pts

 

$

440.7

 

6.9

pts

 

$

1,258.2

 

9.3

pts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Incurred losses increased by 12.6% to $5.6 billion in 2021, compared to $4.9 billion in 2020. The increase was primarily due to an increase of $625.5 million in current year catastrophe losses and an increase of $402.3 million in current year attritional losses, partially offset by more favorable development on prior years attritional losses mainly related to $400.0 million of reserve strengthening in the 4th quarter of 2020 which did not recur in 2021. The increase in current year attritional losses was mainly related to the impact of the increase in premiums earned, partially mitigated by $407.1 million of COVID-19 Pandemic losses incurred in 2020 which did not re-cur in 2021. The current year catastrophe losses of $982.5 million in 2021 related primarily to Hurricane Ida ($380.0 million), the Texas winter storms ($236.9 million), the European floods ($242.1 million), the Canada drought loss ($80.0 million and the Quad state tornadoes ($30.0 million, with the rest of the losses emanating from the 2021 South Africa riots and the 2021 Australia floods. The $357.0 million of current year catastrophe losses in 2020 related primarily to Hurricane Laura ($105.5 million), the Northern California wildfires ($44.1 million), Hurricane Zeta ($32.0 million), the California Glass wildfire ($29.5 million), Hurricane Delta ($18.0 million), Hurricane Isaias ($17.8 million), the Nashville tornadoes ($17.5 million), the Derecho storms ($17.5 million), the Oregon wildfires ($17.0 million), Hurricane Sally ($16.9 million), the Calgary storms in Canada ($12.2 million), the Queensland hailstorm ($10.0 million), the Australia fires ($8.2 million), the Australia East Coast storm ($6.8 million), and the 2020 U.S. Civil Unrest ($4.1 million).

 

Segment Expenses. Commission and brokerage expense increased by 19.5% to $1.9 billion in 2021 compared to $1.6 billion in 2020. The increase was mainly due to the impact of the increase in premiums earned and changes in the mix of business. Segment other underwriting expenses increased to $199.1 million in 2021 from $175.7 million in 2020. The increases were mainly due to the impact of the increase in premiums earned.

 

51


 

Insurance.

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

 

 

Years Ended December 31,

 

2021/2020

 

2020/2019

(Dollars in millions)

2021

 

2020

 

2019

 

Variance

 

% Change

 

Variance

 

% Change

Gross written premiums

$

3,982.5

 

$

3,200.6

 

$

2,777.5

 

$

781.8

 

24.4%

 

$

423.2

 

15.2%

Net written premiums

 

2,909.9

 

 

2,349.4

 

 

2,092.2

 

 

560.5

 

23.9%

 

 

257.3

 

12.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

$

2,649.0

 

$

2,215.4

 

$

1,912.4

 

$

433.6

 

19.6%

 

$

303.0

 

15.8%

Incurred losses and LAE

 

1,834.8

 

 

1,617.4

 

 

1,247.7

 

 

217.4

 

13.4%

 

 

369.7

 

29.6%

Commission and brokerage

 

354.3

 

 

320.9

 

 

303.5

 

 

33.4

 

10.4%

 

 

17.4

 

5.7%

Other underwriting expenses

 

383.5

 

 

335.5

 

 

280.1

 

 

48.0

 

14.3%

 

 

55.4

 

19.8%

Underwriting gain (loss)

$

76.3

 

$

(58.4)

 

$

81.1

 

$

134.8

 

230.7%

 

$

(139.5)

 

(172.0)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Point Chg

 

 

 

 

Point Chg

Loss ratio

 

69.3%

 

 

73.0%

 

 

65.2%

 

 

 

 

(3.7)

 

 

 

 

7.8

Commission and brokerage ratio

 

13.4%

 

 

14.5%

 

 

15.9%

 

 

 

 

(1.1)

 

 

 

 

(1.4)

Other underwriting expense ratio

 

14.5%

 

 

15.1%

 

 

14.7%

 

 

 

 

(0.6)

 

 

 

 

0.4

Combined ratio

 

97.1%

 

 

102.6%

 

 

95.8%

 

 

 

 

(5.5)

 

 

 

 

6.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Premiums. Gross written premiums increased by 24.4% to $4.0 billion in 2021 compared to $3.2 billion in 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 23.9% to $2.9 billion in 2021 compared to $2.3 billion in 2020, which is consistent with the change in gross written premiums. Premiums earned increased 19.6% to $2.6 billion in 2021 compared to $2.2 billion in 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.

 

52


 

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

 

 

Years Ended December 31,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollars in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,683.5

 

63.6%

 

 

$

(1.2)

 

—%

 

 

$

1,682.3

 

63.6%

 

Catastrophes

 

152.5

 

5.8%

 

 

 

 

—%

 

 

 

152.5

 

5.8%

 

Total segment

$

1,836.0

 

69.4%

 

 

$

(1.2)

 

—%

 

 

$

1,834.8

 

69.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,544.9

 

69.7%

 

 

$

4.5

 

0.2%

 

 

$

1,549.4

 

69.9%

 

Catastrophes

 

68.0

 

3.1%

 

 

 

 

—%

 

 

 

68.0

 

3.1%

 

Total segment

$

1,612.9

 

72.8%

 

 

$

4.5

 

0.2%

 

 

$

1,617.4

 

73.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,263.4

 

66.1%

 

 

$

(16.4)

 

(0.9)%

 

 

$

1,247.0

 

65.2%

 

Catastrophes

 

4.0

 

0.2%

 

 

 

(3.4)

 

(0.2)%

 

 

 

0.7

 

0.0%

 

Total segment

$

1,267.5

 

66.3%

 

 

$

(19.8)

 

(1.1)%

 

 

$

1,247.7

 

65.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

138.6

 

(6.1)

pts

 

$

(5.7)

 

(0.2)

pts

 

$

132.9

 

(6.3)

pts

Catastrophes

 

84.5

 

2.7

pts

 

 

 

pts

 

 

84.5

 

2.7

pts

Total segment

$

223.1

 

(3.4)

pts

 

$

(5.7)

 

(0.2)

pts

 

$

217.4

 

(3.7)

pts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2020/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

281.5

 

3.6

pts

 

$

20.9

 

1.1

pts

 

$

302.4

 

4.7

pts

Catastrophes

 

64.0

 

2.9

pts

 

 

3.4

 

0.2

pts

 

 

67.3

 

3.1

pts

Total segment

$

345.4

 

6.5

pts

 

$

24.3

 

1.3

pts

 

$

369.7

 

7.8

pts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Incurred losses and LAE increased by 13.4% to $1.8 billion in 2021 compared to $1.6 billion in 2020. The increase was mainly due to an increase of $138.6 million in current year attritional losses and an increase in current year catastrophe losses of $84.5 million. The increase in current year attritional losses was primarily due to the impact of the increase in premiums earned, partially mitigated by $104.0 million of COVID-19 Pandemic losses incurred in 2020 which did not recur in 2021. The current year catastrophe losses of $152.5 million related to Hurricane Ida ($80.0 million), the Texas winter storms ($57.5 million) and the Quad State tornadoes ($15.0 million). The $68.0 million of current year catastrophe losses in 2020 related to Hurricane Laura ($18.5 million), Hurricane Sally ($15.9 million), the 2020 U.S. Civil Unrest ($10.4 million), Hurricane Zeta ($8.0 million), the Nashville tornadoes ($5.5 million), the Derecho storms ($3.0 million), the Calgary storms in Canada ($2.5 million), Hurricane Isaias ($2.2 million) and Hurricane Delta ($2.0 million).

 

Segment Expenses. Commission and brokerage increased by 10.4% to $354.3 million in 2021 compared to $320.9 million in 2020. The increase in 2021 was mainly due to the impact of the increase in premiums earned. Segment other underwriting expenses increased to $383.5 million in 2021 compared to $335.5 million in 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.

 

Critical Accounting Estimates

 

The following is a summary of the critical accounting estimates related to accounting estimates that (1) require management to make assumptions about highly uncertain matters and (2) could materially impact the consolidated financial statements if management made different assumptions.

53


 

 

Loss and LAE Reserves. Our most critical accounting estimate is the determination of our loss and LAE reserves. We maintain reserves equal to our estimated ultimate liability for losses and LAE for reported and unreported claims for our insurance and reinsurance businesses. Because reserves are based on estimates of ultimate losses and LAE by underwriting or accident year, we use a variety of statistical and actuarial techniques to monitor reserve adequacy over time, evaluate new information as it becomes known and adjust reserves whenever an adjustment appears warranted. We consider many factors when setting reserves including: (1) our exposure base and projected ultimate premiums earned; (2) our expected loss ratios by product and class of business, which are developed collaboratively by underwriters and actuaries; (3) actuarial methodologies and assumptions which analyze our loss reporting and payment experience, reports from ceding companies and historical trends, such as reserving patterns, loss payments and product mix; (4) current legal interpretations of coverage and liability; and (5) economic conditions. Our insurance and reinsurance loss and LAE reserves represent management’s best estimate of our ultimate liability. Actual losses and LAE ultimately paid may deviate, perhaps substantially, from such reserves. Our net income (loss) will be impacted in a period in which the change in estimated ultimate losses and LAE is recorded. See also ITEM 8, “Financial Statements and Supplementary Data” - Note 1 of Notes to the Consolidated Financial Statements.

 

It is more difficult to accurately estimate loss reserves for reinsurance liabilities than for insurance liabilities. At December 31, 2021, we had reinsurance reserves of $13.9 billion, of which $173.6 million were loss reserves for A&E liabilities, and insurance loss reserves of $5.1 billion. A detailed discussion of additional considerations related to A&E exposures follows later in this section.

 

The detailed data required to evaluate ultimate losses for our insurance business is accumulated from our underwriting and claim systems. Reserving for reinsurance requires evaluation of loss information received from ceding companies. Ceding companies report losses to us in many forms dependent on the type of contract and the agreed or contractual reporting requirements. Generally, proportional/quota share contracts require the submission of a monthly/quarterly account, which includes premium and loss activity for the period with corresponding reserves as established by the ceding company. This information is recorded into our records. For certain proportional contracts, we may require a detailed loss report for claims that exceed a certain dollar threshold or relate to a particular type of loss. Excess of loss and facultative contracts generally require individual loss reporting with precautionary notices provided when a loss reaches a significant percentage of the attachment point of the contract or when certain causes of loss or types of injury occur. Our experienced claims staff handles individual loss reports and supporting claim information. Based on our evaluation of a claim, we may establish additional case reserves (ACRs) in addition to the case reserves reported by the ceding company. To ensure ceding companies are submitting required and accurate data, the Underwriting, Claim, Reinsurance Accounting and Internal Audit departments of the Company perform various reviews of our ceding companies, particularly larger ceding companies, including on-site audits of domestic ceding companies.

 

We sort both our reinsurance and insurance reserves into exposure groupings for actuarial analysis. We assign our business to exposure groupings so that the underlying exposures have reasonably homogeneous loss development characteristics and are large enough to facilitate credible estimation of ultimate losses. We periodically review our exposure groupings and we may change our groupings over time as our business changes. We currently use over 200 exposure groupings to develop our reserve estimates. One of the key selection characteristics for the exposure groupings is the historical duration of the claims settlement process. Business in which claims are reported and settled relatively quickly are commonly referred to as short tail lines, principally property lines. On the other hand, casualty claims tend to take longer to be reported and settled and casualty lines are generally referred to as long tail lines. Our estimates of ultimate losses for shorter tail lines, with the exception of loss estimates for large catastrophic events, generally exhibit less volatility than those for the longer tail lines.

 

We use similar actuarial methodologies, such as expected loss ratio, chain ladder reserving methods and Borhuetter Ferguson, supplemented by judgment where appropriate, to estimate our ultimate losses and LAE

54


 

for each exposure group. Although we use similar actuarial methodologies for both short tail and long tail lines, the faster reporting of experience for the short tail lines allows us to have greater confidence in our estimates of ultimate losses for short tail lines at an earlier stage than for long tail lines. As a result, we utilize, as well, exposure-based methods to estimate our ultimate losses for longer tail lines, especially for immature accident years. For both short and long tail lines, we supplement these general approaches with analytically based judgments. We cannot estimate losses from widespread catastrophic events, such as hurricanes and earthquakes, using traditional actuarial methods. We estimate losses for these types of events based on information derived from catastrophe models, quantitative and qualitative exposure analyses, reports and communications from ceding companies and development patterns for historically similar events. Due to the inherent uncertainty in estimating such losses, these estimates are subject to variability, which increases with the severity and complexity of the underlying event.

 

Our key actuarial assumptions contain no explicit provisions for reserve uncertainty nor do we supplement the actuarially determined reserves for uncertainty.

 

Our carried reserves at each reporting date are management’s best estimate of ultimate unpaid losses and LAE at that date. We complete detailed reserve studies for each exposure group annually for our reinsurance and insurance operations. The completed annual reinsurance reserve studies are “rolled forward” for each accounting period until the subsequent reserve study is completed. Analyzing the roll-forward process involves comparing actual reported losses to expected losses based on the most recent reserve study. We analyze significant variances between actual and expected losses and also consider recent market, underwriting and management criteria to determine management’s best estimate of ultimate unpaid losses and LAE. As a result of these additional factors, in some instances the selected reserve level may be higher or lower than the actuarial indicated estimate.

 

Given the inherent variability in our loss reserves, we have developed an estimated range of possible gross reserve levels. A table of ranges by segment, accompanied by commentary on potential and historical variability, is included in “Financial Condition - Loss and LAE Reserves”. The ranges are statistically developed using the exposure groups used in the reserve estimation process and aggregated to the segment level. For each exposure group, our actuaries calculate a range for each accident year based principally on two variables. The first is the historical changes in losses and LAE incurred but not reported (“IBNR”) for each accident year over time; the second is volatility of each accident year’s held reserves related to estimated ultimate losses, also over time. Both are measured at various ages from the end of the accident year through the final payout of the year’s losses. Ranges are developed for the exposure groups using statistical methods to adjust for diversification; the ranges for the exposure groups are aggregated to the segment level, likewise, with an adjustment for diversification. Our estimates of our reserve variability may not be comparable to those of other companies because there are no consistently applied actuarial or accounting standards governing such presentations. Our recorded reserves reflect our best point estimate of our liabilities and our actuarial methodologies focus on developing such point estimates. We calculate the ranges subsequently, based on the historical variability of such reserves.

 

Asbestos and Environmental Exposures. We continue to receive claims under expired insurance and reinsurance contracts asserting injuries and/or damages relating to or resulting from environmental pollution and hazardous substances, including asbestos. Environmental claims typically assert liability for (a) the mitigation or remediation of environmental contamination or (b) bodily injury or property damage caused by the release of hazardous substances into the land, air or water. Asbestos claims typically assert liability for bodily injury from exposure to asbestos or for property damage resulting from asbestos or products containing asbestos.

 

Our reserves include an estimate of our ultimate liability for A&E claims. Our A&E liabilities emanate from Everest Re’s assumed reinsurance business. Liabilities related to Mt. McKinley’s direct business, which had been ceded to Bermuda Re previously, were retroceded to an affiliate of Clearwater Insurance Company in 2015, concurrent with the sale of Mt. McKinley to Clearwater Insurance Company. There are significant

55


 

uncertainties surrounding our estimates of our potential losses from A&E claims. Among the uncertainties are: (a) potentially long waiting periods between exposure and manifestation of any bodily injury or property damage; (b) difficulty in identifying sources of asbestos or environmental contamination; (c) difficulty in properly allocating responsibility and/or liability for asbestos or environmental damage; (d) changes in underlying laws and judicial interpretation of those laws; (e) the potential for an asbestos or environmental claim to involve many insurance providers over many policy periods; (f) questions concerning interpretation and application of insurance and reinsurance coverage; and (g) uncertainty regarding the number and identity of insureds with potential asbestos or environmental exposure.

 

Due to the uncertainties discussed above, the ultimate losses attributable to A&E, and particularly asbestos, may be subject to more variability than are non-A&E reserves and such variation could have a material adverse effect on our financial condition, results of operations and/or cash flows. See also ITEM 8, “Financial Statements and Supplementary Data” - Notes 1 and 3 of Notes to the Consolidated Financial Statements.

 

Reinsurance Recoverables. We have purchased reinsurance to reduce our exposure to adverse claim experience, large claims and catastrophic loss occurrences. Our ceded reinsurance provides for recovery from reinsurers of a portion of losses and loss expenses under certain circumstances. Such reinsurance does not relieve us of our obligation to our policyholders. In the event our reinsurers are unable to meet their obligations under these agreements or are able to successfully challenge losses ceded by us under the contracts, we will not be able to realize the full value of the reinsurance recoverable balance. In some cases, we may hold full or partial collateral for the receivable, including letters of credit, trust assets and cash. Additionally, creditworthy foreign reinsurers of business written in the U.S., as well as capital markets’ reinsurance mechanisms, are generally required to secure their obligations. We have established reserves for uncollectible balances based on our assessment of the collectability of the outstanding balances. The allowance for uncollectible reinsurance reflects management’s best estimate of reinsurance cessions that may be uncollectible in the future due to reinsurers’ unwillingness or inability to pay. The allowance for uncollectible reinsurance comprises an allowance and an allowance for disputed balances. Based on this analysis, the Company may adjust the allowance for uncollectible reinsurance or charge off reinsurer balances that are determined to be uncollectible.

 

Premiums Written and Earned. Premiums written by us are earned ratably over the coverage periods of the related insurance and reinsurance contracts. We establish unearned premium reserves to cover the unexpired portion of each contract. Such reserves, for assumed reinsurance, are computed using pro rata methods based on statistical data received from ceding companies. Premiums earned, and the related costs, which have not yet been reported to us, are estimated and accrued. Because of the inherent lag in the reporting of written and earned premiums by our ceding companies, we use standard accepted actuarial methodologies to estimate earned but not reported premium at each financial reporting date. These earned but not reported premiums are combined with reported earned premiums to comprise our total premiums earned for determination of our incurred losses and loss and LAE reserves. Commission expense and incurred losses related to the change in earned but not reported premium are included in current period company and segment financial results. See also ITEM 8, “Financial Statements and Supplementary Data” - Note 1 of Notes to the Consolidated Financial Statements.

 

The following table displays the estimated components of net earned but not reported premiums by segment for the periods indicated.

 

 

At December 31,

(Dollars in millions)

2021

 

2020

 

2019

Reinsurance

$

2,054.7

 

$

1,774.4

 

$

1,424.5

Insurance

 

 

 

 

 

Total

$

2,054.7

 

$

1,774.4

 

$

1,424.5

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

56


 

Investment Valuation. Our fixed income investments are classified for accounting purposes as available for sale and are carried at market value or fair value in our consolidated balance sheets. Our equity securities are all carried at fair value. Most securities we own are traded on national exchanges where market values are readily available. Some of our commercial mortgage-backed securities (“CMBS”) are valued using cash flow models and risk-adjusted discount rates. We hold some privately placed securities, less than 10% of the portfolio, that are either valued by investment advisors or the Company. In some instances, values provided by an investment advisor are supported with opinions from qualified independent third parties. The Company has procedures in place to review the values received from its investment advisors. At December 31, 2021 and 2020, our investment portfolio included $2.6 billion and $1.8 billion, respectively, of limited partnership investments whose values are reported pursuant to the equity method of accounting. We carry these investments at values provided by the managements of the limited partnerships and due to inherent reporting lags, the carrying values are based on values with “as of” dates from one month to one quarter prior to our financial statement date.

 

At December 31, 2021, we had unrealized gains, net of tax, of $239.4 million compared to unrealized gains, net of tax, of $724.2 million at December 31, 2020. Gains and losses from market fluctuations for investments held at market value are reflected as comprehensive income (loss) in the consolidated balance sheets. Gains and losses from market fluctuations for investments held at fair value are reflected as net realized capital gains and losses in the consolidated statements of operations and comprehensive income (loss). Market value declines for the fixed income portfolio, which are considered credit related, are reflected in our consolidated statements of operations and comprehensive income (loss), as realized capital losses. We consider many factors when determining whether a market value decline is credit related, including: (1) we have no intent to sell and, more likely than not, will not be required to sell prior to recovery, (2) the length of time the market value has been below book value, (3) the credit strength of the issuer, (4) the issuer’s market sector, (5) the length of time to maturity and (6) for asset-backed securities, changes in prepayments, credit enhancements and underlying default rates. If management’s assessments change in the future, we may ultimately record a realized loss after management originally concluded that the decline in value was temporary. See also ITEM 8, “Financial Statements and Supplementary Data” - Note 1 of Notes to the Consolidated Financial Statements.

 

Financial Condition

 

Cash and Invested Assets. Aggregate invested assets, including cash and short-term investments, were $29.7 billion at December 31, 2021, an increase of $4.2 billion compared to $25.5 billion at December 31, 2020. This increase was primarily the result of $3.8 billion of cash flows from operations, $968.4 million of proceeds from the issuance of senior notes, $612.6 million in equity adjustments of our limited partnership investments, $209.0 million of proceeds from Federal Home Loan Bank (“FHLB”) borrowings and $101.5 million in fair value re-measurements, partially offset by $542.3 million of pre-tax unrealized depreciation, $246.7 million paid out in dividends to shareholders, repurchases of 887,622 common shares for $225.1 million, $203.0 million of unsettled securities and $134.1 million due to fluctuations in foreign currencies.

 

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 staff performs reviews of the financial reports for any unusual changes in carrying value. If the Company becomes aware of a significant decline in value during the lag reporting period, the loss will be recorded in the period in which the Company identifies the decline.

 

57


 

The table below summarizes the composition and characteristics of our investment portfolio as of the dates indicated.

 

 

At December 31,

 

2021

 

 

2020

Fixed income portfolio duration (years)

3.2

 

 

3.6

Fixed income composite credit quality

A+

 

 

AA-

 

Reinsurance Recoverables.

Reinsurance recoverables for both paid and unpaid losses totaled $2.1 billion at December 31, 2021 and $2.0 billion at December 31, 2020. At December 31, 2021, $691.4 million, or 33.7%, was recoverable from Mt. Logan Re collateralized segregated accounts; $221.9 million, or 10.8%, was recoverable from Munich Re and $115.1 million, or 5.6%, was recoverable from Endurance Re. No other retrocessionaire accounted for more than 5% of our recoverables.

 

Loss and LAE Reserves. Gross loss and LAE reserves totaled $19.0 billion and $16.3 billion at December 31, 2021 and 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 December 31, 2021

 

Case

 

IBNR

 

Total

 

% of

(Dollars in millions)

Reserves

 

Reserves

 

Reserves

 

Total

Reinsurance

$

5,415.0

 

$

8,312.3

 

$

13,727.3

 

 

72.2%

Insurance

 

1,546.2

 

 

3,562.4

 

 

5,108.6

 

 

26.9%

Total excluding A&E

 

6,961.2

 

 

11,874.7

 

 

18,835.9

 

 

99.1%

A&E

 

163.7

 

 

9.9

 

 

173.6

 

 

0.9%

Total including A&E

$

7,124.8

 

$

11,884.7

 

$

19,009.5

 

 

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

 

 

72.4%

Insurance

 

1,282.1

 

 

3,005.7

 

 

4,287.9

 

 

26.3%

Total excluding A&E

 

6,374.8

 

 

9,729.5

 

 

16,104.4

 

 

98.7%

A&E

 

184.0

 

 

33.8

 

 

217.7

 

 

1.3%

Total including A&E

$

6,558.8

 

$

9,763.3

 

$

16,322.1

 

 

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.

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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.

 

We have included ranges for loss reserve estimates determined by our actuaries, which have been developed through a combination of objective and subjective criteria. Our presentation of this information may not be directly comparable to similar presentations of other companies as there are no consistently applied actuarial or accounting standards governing such presentations. Our recorded reserves are an aggregation of our best point estimates for approximately 200 reserve groups and reflect our best point estimate of our liabilities. Our actuarial methodologies develop point estimates rather than ranges and the ranges are developed subsequently based upon historical and prospective variability measures.

 

The following table below represents the reserve levels and ranges for each of our business segments for the period indicated.

 

 

Outstanding Reserves and Ranges By Segment (1)

 

At December 31, 2021

 

As

 

Low

 

Low

 

High

 

High

(Dollars in millions)

Reported

 

Range %

 

Range

 

Range %

 

Range

Gross Reserves By Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinsurance

$

13,727.3

 

 

-8.1%

 

$

12,610.3

 

 

8.5%

 

$

14,899.2

Insurance

 

5,108.6

 

 

-8.2%

 

 

4,692.2

 

 

8.8%

 

 

5,557.6

Total Gross Reserves (excluding A&E)

 

18,835.9

 

 

-8.1%

 

 

17,302.4

 

 

8.6%

 

 

20,456.7

A&E (All Segments)

 

173.6

 

 

-13.7%

 

 

149.8

 

 

13.7%

 

 

197.4

Total Gross Reserves

$

19,009.5

 

 

-8.2%

 

 

17,452.2

 

 

8.7%

 

 

20,654.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

______________________________________________________

 

(1) There can be no assurance that reserves will not ultimately exceed the indicated ranges requiring additional income (loss) statement expense.

 

Depending on the specific segment, the range derived for the loss reserves, excluding reserves for A&E exposures, ranges from minus 8.1% to minus 8.2% for the low range and from plus 8.5% to plus 8.8% for the high range. Both the higher and lower ranges are associated with the Insurance segment. The size of the range is dependent upon the level of confidence associated with the reserve estimates. Within each range, management’s best estimate of loss reserves is based upon the point estimate derived by our actuaries in detailed reserve studies. Such ranges are necessarily subjective due to the lack of generally accepted actuarial standards with respect to their development. For the above presentation, we have assumed what we believe is a reasonable confidence level but note that there can be no assurance that our claim obligations will not vary outside of these ranges

 

Additional losses, including those relating to latent injuries, and other exposures, which are as yet unrecognized, the type or magnitude of which cannot be foreseen by us or the reinsurance and insurance industry generally, may emerge in the future. Such future emergence, to the extent not covered by existing retrocessional contracts, could have material adverse effects on our future financial condition, results of operations and cash flows.

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Asbestos and Environmental Exposures. A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy.

 

With respect to asbestos only, at December 31, 2021, we had net asbestos loss reserves of $155.9 million, or 99.9%, of total net A&E reserves, all of which was for assumed business.

 

See Note 3 of Notes to Consolidated Financial Statements for a summary of Asbestos and Environmental Exposures.

 

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 4.9 years at December 31, 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.

 

Liquidity and Capital Resources

 

Capital. Shareholders’ equity at December 31, 2021 and December 31, 2020 was $10.1 billion and $9.7 billion, respectively. Management’s objective in managing capital is to ensure its overall capital level, as well as 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)

 

2021 (3)

 

2020 (3)

 

2021

 

2020

Regulatory targeted capital

$

-

 

$

1,923.2

 

$

2,940.9

 

$

2,489.8

Actual capital

$

3,092.3

 

$

2,930.3

 

$

5,789.5

 

$

5,276.0

 

 

(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.

(3) The 2021 BSCR calculation is not yet due to be completed; however, the Company anticipates that Bermuda Re's December 31, 2021 actual capital will exceed the targeted capital level.

 

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. See also ITEM 1, Business – “Financial Strength Ratings”.

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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.

 

In 2021, we repurchased 887,622 shares for $225.1 million in the open market and paid $246.7 million in dividends to adjust our capital position and enhance long term expected returns to our shareholders. During 2020, we repurchased 970,892 shares for $200.0 million in the open market and paid $249.1 million in dividends. 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 December 31, 2021, we had repurchased 30.5 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.

 

On October 7, 2020, we issued an additional $1.0 billion of 30 year senior notes with an interest coupon 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 $1.0 billion of 31 year senior notes with an interest coupon rate of 3.125%. These senior notes will mature on October 15, 2052 and will pay interest semi-annually.

 

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 $3.8 billion and $2.9 billion for the years ended December 31, 2021 and 2020, respectively. Additionally, these cash flows reflected net tax payments of $98.0 million and net tax recoveries of $169.7 million for the years ended December 31, 2021 and 2020, respectively, as well as net catastrophe loss payments of $834.1 million and $661.5 million for the years ended December 31, 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 December 31, 2021 and December 31, 2020, we held cash and short-term investments of $2.6 billion and $1.9 billion, 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 December 31, 2021, we had $1.4 billion of available for sale fixed maturity securities maturing within one year or less, $7.2 billion maturing within one to five years and $6.7 billion maturing after five years. Our $1.8 billion 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 or using available credit facilities to pay losses

61


 

and LAE but have the ability to do so. Sales of securities might result in realized capital gains or losses. At December 31, 2021 we had $274.4 million of net pre-tax unrealized appreciation related to fixed maturity securities, comprised of $477.5 million of pre-tax unrealized appreciation and $203.1 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 active credit facilities that provide commitments of up to $1.2 billion 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 $340.0 million of uncommitted credit facilities, which would require approval from the applicable lender. There is no guarantee the uncommitted capacity will be available to us on a future date.

 

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. The May 26, 2016 senior credit facility is referred to as the “2016 Group Credit Facility”. Wells Fargo Corporation (“Wells Fargo Bank”) is the administrative agent for the 2016 Group Credit Facility.

 

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 other collateralized letter of credit facilities such as those described below. As a result of the non-renewal in May 2021, letter of credit commitment/availability in the 2016 Group Credit Facility as of December 21, 2021 is limited only to the remaining $39.2 million of letters of credit currently in force and scheduled to expire in 2022. No additional letters of credit will be issued under the 2016 Group Credit Facility, and the facility will be dormant once the remaining letters of credit have expired. As of December 31, 2021, the Company was in compliance with all Group Credit Facility covenants.

 

At December 31, 2020, the Company had no outstanding short-term borrowings from the Group Credit Facility revolving credit line. 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 December 31, 2021 the Bermuda Re Citibank Letter of Credit Facility had $333.4 million of outstanding letters of credit - $226.5 million outstanding from the committed portion of the credit facility and $106.9 million outstanding from the uncommitted portion of the credit facility. At December 31, 2020, the Bermuda Re Citibank Letter of Credit Facility had $185.5 million of outstanding letters of credit.

 

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 Bilateral Letter of Credit Facility.” The Bermuda Re Wells Fargo Bilateral 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.

 

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At December 31, 2021, the Bermuda Re Wells Fargo Bilateral Letter of Credit Facility had $351.5 million of outstanding letters of credit.

 

Effective August 27, 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 December 31, 2021, the Bermuda Re Bayerische Landesbank Credit Facility had $154.7 million of outstanding letters of credit.

 

Effective October 8, 2021 Bermuda Re entered into a letter of credit issuance facility with Lloyd’s Bank Corporate Markets PLC, an agreement referred to as the “Bermuda Re Lloyd’s Bank Credit Facility”. The Bermuda Re Lloyd’s Bank Credit Facility provides for the committed issuance of up to $50.0 million of secured letters of credit, and subject to credit approval a maximum total facility amount of $250.0 million.

 

At December 31, 2021, the Bermuda Re Lloyd’s Bank Credit Facility had $46.0 million of outstanding letters of credit.

 

Effective November 3, 2021 Bermuda Re entered into a letter of credit issuance facility with Barclays Bank PLC, an agreement referred to as the “Bermuda Re Barclays Credit Facility”. The Bermuda Re Barclays Credit Facility provides for the committed issuance of up to $200.0 million of secured letters of credit.

 

At December 31, 2021, the Bermuda Re Barclays Credit Facility had $186.3 million of 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 provided up to £52.2 million for the issuance of standby letters of credit on a collateralized basis. However, the Everest International Credit Facility was subsequently cancelled effective December 20, 2021 and was no longer available for use.

 

At December 31, 2021 and 2020, Everest International Credit Facility had £0.0 million and £52.2 outstanding letters of credit, respectively.

 

Costs incurred in connection with the various credit facilities were $0.2 million and $0.7 million for December 31, 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 December 31, 2021, Everest Re had admitted assets of approximately $20.3 billion which provides borrowing capacity of up to approximately $2.0 billion. As of December 31, 2021, Everest Re had $519.0 million of outstanding borrowings are scheduled to mature in the fourth quarter of 2022 and have interest rates payable between 0.53% and 0.65%.

 

Exposure to Catastrophes. Like other insurance and reinsurance companies, we are exposed to multiple insured losses arising out of a single occurrence, whether a natural event, such as a hurricane or an earthquake, or other catastrophe, such as an explosion at a major factory. A large catastrophic event can be expected to generate insured losses to multiple reinsurance treaties, facultative certificates and direct insurance policies across various lines of business.

 

We focus on potential losses that could result from any single event, or series of events as part of our evaluation and monitoring of our aggregate exposures to catastrophic events. Accordingly, we employ various techniques to estimate the amount of loss we could sustain from any single catastrophic event or series of events in various

63


 

geographic areas. These techniques range from deterministic approaches, such as tracking aggregate limits exposed in catastrophe-prone zones and applying reasonable damage factors, to modeled approaches that attempt to scientifically measure catastrophe loss exposure using sophisticated Monte Carlo simulation techniques that forecast frequency and severity of potential losses on a probabilistic basis.

 

No single computer model or group of models is currently capable of projecting the amount and probability of loss in all global geographic regions in which we conduct business. In addition, the form, quality and granularity of underwriting exposure data furnished by (re)insureds is not uniformly compatible with the data requirements for our licensed models, which adds to the inherent imprecision in the potential loss projections. Further, the results from multiple models and analytical methods must be combined to estimate potential losses by and across business units. Also, while most models have been updated to incorporate claims information from recent catastrophic events, catastrophe model projections are still inherently imprecise. In addition, uncertainties with respect to future climatic patterns and cycles could add further uncertainty to loss projections from models based on historical data.

 

Nevertheless, when combined with traditional risk management techniques and sound underwriting judgment, catastrophe models are a useful tool for underwriters to price catastrophe exposed risks and for providing management with quantitative analyses with which to monitor and manage catastrophic risk exposures by zone and across zones for individual and multiple events.

 

Projected catastrophe losses are generally summarized in terms of the PML. We define PML as our anticipated loss, taking into account contract terms and limits, caused by a single catastrophe affecting a broad contiguous geographic area, such as that caused by a hurricane or earthquake. The PML will vary depending upon the modeled simulated losses and the make-up of the in force book of business. The projected severity levels are described in terms of “return periods”, such as “100-year events” and “250-year events”. For example, a 100-year PML is the estimated loss to the current in-force portfolio from a single event which has a 1% probability of being exceeded in a twelve month period. In other words, it corresponds to a 99% probability that the loss from a single event will fall below the indicated PML. It is important to note that PMLs are estimates. Modeled events are hypothetical events produced by a stochastic model. As a result, there can be no assurance that any actual event will align with the modeled event or that actual losses from events similar to the modeled events will not vary materially from the modeled event PML.

 

From an enterprise risk management perspective, management sets limits on the levels of catastrophe loss exposure we may underwrite. The limits are revised periodically based on a variety of factors, including but not limited to our financial resources and expected earnings and risk/reward analyses of the business being underwritten.

 

Management estimates that the projected net economic loss from its largest 100-year event in a given zone represents approximately 4.8% of its December 31, 2021 shareholders’ equity. Economic loss is the PML exposure, net of third party reinsurance, reduced by estimated reinstatement premiums to renew coverage and estimated income taxes. The impact of income taxes on the PML depends on the distribution of the losses by corporate entity, which is also affected by inter-affiliate reinsurance. Management also monitors and controls its largest PMLs at multiple points along the loss distribution curve, such as loss amounts at the 20, 50, 100, 250, 500 and 1,000 year return periods. This process enables management to identify and control exposure accumulations and to integrate such exposures into enterprise risk, underwriting and capital management decisions.

 

Our catastrophe loss projections, segmented by risk zones, are updated quarterly and reviewed as part of a formal risk management review process.

 

We believe that our greatest worldwide 1 in 100 year exposure to a single catastrophic event is to an earthquake event affecting California, where we estimate we have a PML exposure, net of third party reinsurance, of $701

64


 

million. See also table under ITEM 1, “Business - Risk Management of Underwriting and Retrocession Arrangements”.

 

If such a single catastrophe loss were to occur, management estimates that the economic loss to us would be approximately $483 million. The estimate involves multiple variables, including which Everest entity would experience the loss, and as a result there can be no assurance that this amount would not be exceeded.

 

We may purchase reinsurance to cover specific business written or the potential accumulation or aggregation of exposures across some or all of our operations. Reinsurance purchasing decisions consider both the potential coverage and market conditions including the pricing, terms, conditions, availability and collectability of coverage, with the aim of securing cost effective protection from financially secure counterparts. The amount of reinsurance purchased has varied over time, reflecting our view of our exposures and the cost of reinsurance.

 

Information Technology. Everest’s information technology is a key component of its business operations. Information technology systems and services are hosted at public and private cloud service providers across multiple datacenters with processing performed at the office locations of our operating subsidiaries and branches. We have implemented security procedures, and regularly assess and enhance our security protocols, to ensure that our key business systems are protected, secured and backed up at off-site locations so that they can be restored promptly if necessary. We have business continuity plans and disaster recovery plans along with periodic testing of those plans to ensure we are capable of providing uninterrupted technology services in the event of major systems outages with alternative secure datacenters available in case of broader outages.

 

Our business operations depend on the proper functioning and availability of our information technology platform, which includes data processing and related electronic communications. We communicate electronically internally and externally with our brokers, program managers, clients, third-party vendors, regulators, and others. These communications and the data we handle may include personal, confidential or proprietary information. We ensure that all our systems, data and electronic transmissions are appropriately protected with the latest technology safeguards and meet regulatory standards.

 

Despite these safeguards, a significant cyber incident, including system failure, security breach and disruption by malware or other damage could interrupt or delay our operations and possibly our results. This type of incident may result in a violation of applicable data security, privacy, or other laws, damage our reputation, cause a loss of customers or give rise to regulatory scrutiny as well as monetary fines and other penalties. Management is not aware of a cybersecurity incident that has had a material impact on our operations.

 

Expected Cash Outflows. The following table shows our significant expected cash outflows for the period indicated.

 

 

Payments due by period

 

 

 

 

 

Less than

 

 

 

 

 

 

 

 

More than

(Dollars in millions)

Total

 

1 year

 

1-3 years

 

3-5 years

 

5 years

Senior notes

$

2,400.0

 

$

 

$

 

$

 

$

2,400.0

Long term notes

 

225.4

 

 

 

 

 

 

 

 

225.4

Interest expense (1)

 

2,697.6

 

 

91.8

 

 

183.6

 

 

183.6

 

 

2,238.6

Operating lease agreements

 

204.1

 

 

21.1

 

 

40.9

 

 

33.3

 

 

108.8

Gross reserve for losses and LAE (2)

 

19,009.5

 

 

2,083.9

 

 

7,454.0

 

 

4,053.1

 

 

5,418.5

Total

$

24,536.6

 

$

2,196.8

 

$

7,678.5

 

$

4,270.0

 

$

10,391.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

(1) Interest expense on long term notes is calculated at the variable floating rate of 2.54% as of December 31, 2021.

(2) Loss and LAE reserves represent management’s best estimate of losses from claim and related settlement costs. Both the amounts and timing of such payments are estimates, and the inherent variability of resolving claims as well as changes in market conditions make the timing of cash flows uncertain. Therefore, the ultimate amount and timing of loss and LAE payments could differ from our estimates.

 

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The cash outflows for senior notes and long term notes are the responsibility of Holdings. We strive to ensure that we have sufficient cash flow, liquidity, investments and access to capital markets to satisfy these obligations. Holdings generally depends upon dividends from Everest Re, its operating insurance subsidiary for its funding, capital contributions from Group or access to the capital markets. Our various operating insurance and reinsurance subsidiaries have sufficient cash flow, liquidity and investments to settle outstanding reserves for losses and LAE. Management believes that we, and each of our entities, have sufficient financial resources or ready access thereto, to meet all obligations.

 

Dividends.

During 2021 and 2020, we declared and paid common shareholder dividends of $246.7 million and $249.1 million, respectively. As an insurance holding company, we are partially dependent on dividends and other permitted payments from our subsidiaries to pay cash dividends to our shareholders. The payment of dividends to Group by Holdings Ireland and Everest Dublin Holdings is subject to Irish corporate and regulatory restrictions; the payment of dividends to Holdings Ireland by Holdings and to Holdings by Everest Re is subject to Delaware regulatory restrictions; and the payment of dividends to Group by Bermuda Re, Everest International or Mt. Logan Re is subject to Bermuda insurance regulatory restrictions. Management expects that, absent extraordinary catastrophe losses, such restrictions should not affect Everest Re’s ability to declare and pay dividends sufficient to support Holdings’ general corporate needs and that Holdings Ireland, Everest Dublin Holdings, Bermuda Re and Everest International will have the ability to declare and pay dividends sufficient to support Group’s general corporate needs. For the years ended December 31, 2021 and 2020, Everest Re paid no dividends to Holdings, and EGS paid no dividends to Holdings. For the years ended December 31, 2021 and 2020, Bermuda Re paid dividends to Group of $300.0 million and $650.0 million, respectively; Everest International paid dividends to Group of $274.3 million and $0.0 million, respectively; and Mt. Logan Re paid no dividends to Group. See ITEM 1, “Business – Regulatory Matters – Dividends” and ITEM 8, “Financial Statements and Supplementary Data” - Note 14 of Notes to Consolidated Financial Statements.

 

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 $29.7 billion investment portfolio at December 31, 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.

 

66


 

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 $3.4 billion of mortgage-backed securities in the $22.3 billion fixed maturity portfolio. Prepayment risk results from potential accelerated principal payments that shorten the average life and thus the expected yield of the security.

 

The tables below display the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity portfolio (including $1.2 billion 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 December 31, 2021

 

-200

 

-100

 

-

 

100

 

200

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Market/Fair Value

$

24,972.8

 

$

24,229.7

 

$

23,486.6

 

$

22,743.5

 

$

22,000.5

Market/Fair Value Change from Base (%)

 

6.3%

 

 

3.2%

 

 

-%

 

 

(3.2)%

 

 

(6.3)%

Change in Unrealized Appreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After-tax from Base ($)

$

1,293.7

 

$

646.8

 

$

-

 

$

(646.8)

 

$

(1,293.7)

 

 

Impact of Interest Rate Shift in Basis Points

 

At December 31, 2020

 

-200

 

-100

 

-

 

100

 

200

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Market/Fair Value

$

22,618.8

 

$

21,897.0

 

$

21,175.1

 

$

20,453.3

 

$

19,731.4

Market/Fair Value Change from Base (%)

 

6.8%

 

 

3.4%

 

 

-%

 

 

(3.4)%

 

 

(6.8)%

Change in Unrealized Appreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After-tax from Base ($)

$

1,264.4

 

$

632.2

 

$

-

 

$

(632.2)

 

$

(1,264.4)

 

We had $19.0 billion and $16.3 billion of gross reserves for losses and LAE as of December 31, 2021 and 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 4.0 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 $1.0 billion resulting in a discounted reserve balance of approximately $16.0 billion, representing approximately 68.2% 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.

 

67


 

The tables below display 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 December 31, 2021

(Dollars in millions)

-20%

 

-10%

 

0%

 

10%

 

20%

Fair/Market Value of the Equity Portfolio

$

1,460.7

 

$

1,643.3

 

$

1,825.9

 

$

2,008.5

 

$

2,191.1

After-tax Change in Fair/Market Value

$

(290.1)

 

$

(145.0)

 

$

-

 

$

145.0

 

$

290.1

 

 

Impact of Percentage Change in Equity Fair/Market Values

 

At December 31, 2020

(Dollars in millions)

-20%

 

-10%

 

0%

 

10%

 

20%

Fair/Market Value of the Equity Portfolio

$

1,177.8

 

$

1,325.0

 

$

1,472.2

 

$

1,619.5

 

$

1,766.7

After-tax Change in Fair/Market Value

$

(234.0)

 

$

(117.0)

 

$

-

 

$

117.0

 

$

234.0

 

Foreign Currency Risk. Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates. Each of our non-U.S./Bermuda (“foreign”) operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines. Each foreign operation may conduct business in its local currency, as well as the currency of other countries in which it operates. The primary foreign currency exposures for these foreign operations are the Canadian Dollar, the Singapore Dollar, the British Pound Sterling and the Euro. We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our corresponding operating liabilities. In accordance with FASB guidance, 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.

 

In January 2020, the United Kingdom exited the European Union (commonly referred to as "Brexit"). The Company has a Lloyd’s of London Syndicate and Bermuda Re has a branch operation in the United Kingdom. The nature and extent of the impact of Brexit on regulation, interest rates, currency exchange rates and financial markets is still uncertain and may adversely affect our operations.

 

The tables below display the potential impact of a parallel and immediate 10% and 20% increase and decrease in foreign exchange rates on the valuation of invested assets subject to foreign currency exposure for the periods indicated. This analysis includes the after-tax impact of translation from transactional currency to functional currency as well as the after-tax impact of translation from functional currency to the U.S. dollar reporting currency.

 

 

Change in Foreign Exchange Rates in Percent

 

At December 31, 2021

(Dollars in millions)

-20%

 

-10%

 

0%

 

10%

 

20%

Total After-tax Foreign Exchange Exposure

$

(688.1)

 

$

(344.1)

 

$

-

 

$

344.1

 

$

688.1

 

 

Change in Foreign Exchange Rates in Percent

 

At December 31, 2020

(Dollars in millions)

-20%

 

-10%

 

 

0%

 

10%

 

20%

Total After-tax Foreign Exchange Exposure

$

(605.8)

 

$

(302.9)

 

$

-

 

$

302.9

 

$

605.8

 

68


 

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 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”. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

See “Market Sensitive Instruments” in ITEM 7.

 

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The financial statements and schedules listed in the accompanying Index to Financial Statements and Schedules on page F-1 are filed as part of this report.

 

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

 

None.

 

ITEM 9A.CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

 

Management’s Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

69


 

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on our assessment we concluded that, as of December 31, 2021, our internal control over financial reporting is effective based on those criteria.

 

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

 

Changes in Internal Control over Financial Reporting.

As required by Rule 13a-15(d) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal control over financial reporting to determine whether any changes occurred during the fourth fiscal quarter covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the fourth quarter.

 

ITEM 9B.OTHER INFORMATION

 

None.

 

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

None.

 

PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Reference is made to the sections captioned “Information Concerning Nominees”, “Information Concerning Continuing Directors and Executive Officers”, “Audit Committee”, “Nominating and Governance Committee”, “Code of Ethics for CEO and Senior Financial Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement for the 2022 Annual General Meeting of Shareholders, which will be filed with the Commission within 120 days of the close of our fiscal year ended December 31, 2021 (the “Proxy Statement”), which sections are incorporated herein by reference.

 

ITEM 11.EXECUTIVE COMPENSATION

 

Reference is made to the sections captioned “Directors’ Compensation” and “Compensation of Executive Officers” in the Proxy Statement, which are incorporated herein by reference.

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 

Reference is made to the sections captioned “Common Share Ownership by Directors and Executive Officers”, “Principal Beneficial Owners of Common Shares” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the Proxy Statement, which are incorporated herein by reference.

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Reference is made to the section captioned “Certain Transactions with Directors” in the Proxy Statement, which is incorporated herein by reference.

 

70


 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Reference is made to the section captioned “Audit Committee Report” in the Proxy Statement, which is incorporated herein by reference.

 

PART IV

 

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Financial Statements and Schedules.

The financial statements and schedules listed in the accompanying Index to Financial Statements and Schedules on page F-1 are filed as part of this report.

 

Exhibits.

The exhibits listed on the accompanying Index to Exhibits on page E-1 are filed as part of this report except that the certifications in Exhibit 32 are being furnished to the SEC, rather than filed with the SEC, as permitted under applicable SEC rules.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2022.

 

 

EVEREST RE GROUP, LTD.

 

 

 

 

 

 

 

 

 

 

By:

/S/ JUAN C. ANDRADE

 

 

 

Juan C. Andrade

 

 

 

(President and Chief Executive Officer)

 

71


 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/S/ JUAN C. ANDRADE

 

President and Chief Executive Officer

(Principal Executive Officer)

 

February 28, 2022

Juan C. Andrade

 

 

 

 

 

 

/S/ MARK KOCIANCIC

 

Executive Vice President and Chief Financial Officer

 

February 28, 2022

Mark Kociancic

 

 

 

 

 

 

/S/ ROBERT J. FREILING

 

Senior Vice President and Chief

 

February 28, 2022

Robert J. Freiling

 

Accounting Officer

 

 

 

 

 

 

 

/S/ JOSEPH V. TARANTO

 

Chairman

 

February 28, 2022

Joseph V. Taranto

 

 

 

 

 

 

/S/ JOHN J. AMORE

 

Director

 

February 28, 2022

John J. Amore

 

 

 

 

 

 

 

 

/S/ WILLIAM F. GALTNEY, JR.

 

Director

 

February 28, 2022

William F. Galtney, Jr.

 

 

 

 

 

 

 

 

/S/ JOHN A. GRAF

 

Director

 

February 28, 2022

John A. Graf

 

 

 

 

 

 

 

 

/S/ MERYL HARTZBAND

 

Director

 

February 28, 2022

Meryl Hartzband

 

 

 

 

 

 

 

 

 

/S/ GERALDINE LOSQUADRO

 

Director

 

February 28, 2022

Geraldine Losquadro

 

 

 

 

 

 

 

 

 

/S/ ROGER M. SINGER

 

Director

 

February 28, 2022

Roger M. Singer

 

 

 

 

 

 

 

 

/S/ JOHN A. WEBER

 

Director

 

February 28, 2022

John A. Weber

 

 

 

 

 

 

 

 

 

72


 

INDEX TO EXHIBITS

 

 

 

 

Exhibit No.

 

 

 

 

 

2.

1

Agreement and Plan of Merger among Everest Reinsurance Holdings, Inc., Everest Re Group, Ltd. and Everest Re Merger Corporation, incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form S-4 (No. 333-87361)

 

 

 

 

 

3.

1

Memorandum of Association of Everest Re Group, Ltd., incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-4 (No. 333-87361)

 

 

 

 

 

3.

2

Bye-Laws of Everest Re Group, Ltd., incorporated herein by reference to exhibit 3.2 to the Everest Re Group, Ltd., Quarterly Report for Form 10-Q for the quarter ended June 30, 2011 (the “second quarter 2011 10-Q”)

 

 

 

 

 

4.

1

Specimen Everest Re Group, Ltd. common share certificate, incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-4 (No. 333-87361)

 

 

 

 

 

4.

2

Indenture, dated March 14, 2000, between Everest Reinsurance Holdings, Inc. and The Chase Manhattan Bank (now known as JPMorgan Chase Bank), as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on March 15, 2000

 

 

 

 

 

4.

3

Fourth Supplemental Indenture relating to Holdings $400.0 million 4.868% Senior Notes due June 1, 2044, dated June 5, 2014, between Holdings and The Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on June 5, 2014

 

 

 

 

 

4.

4

Fifth Supplemental Indenture relating to Holdings $1.0 billion 3.5% Senior Notes due October 15, 2050, dated October 7, 2020, between Holdings and The Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on October 7, 2020

 

 

4.

5

Sixth Supplemental Indenture relating to Holdings $1.0 billion 3.125% Senior Notes due October 15, 2052, dated October 4, 2021, between Holdings and The Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on October 4, 2021

 

 

 

 

 

*10.

1

Everest Re Group, Ltd. Annual Incentive Plan effective January 1, 1999, incorporated herein by reference to Exhibit 10.1 to Everest Reinsurance Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 1998 (the “1998 10-K”)

 

 

 

 

 

*10.

2

Everest Re Group, Ltd. 2003 Non-Employee Director Equity Compensation Plan, incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (No. 333-105483)

 

 

*10.

3

Form of Non-Qualified Stock Option Award Agreement under the Everest Re Group, Ltd. 2003 Non-Employee Director Equity Compensation Plan, incorporated herein by reference to Exhibit 10.47 to Everest Re Group, Ltd., Report on Form 10-K for the year ended December 31, 2004

 

 

*10.

4

Amendment of Everest Re Group, Ltd. 2003 Non-Employee Director Equity Compensation Plan adopted by shareholders at the annual general meeting on May 25, 2005, incorporated herein by reference to Appendix B to the 2005 Proxy Statement filed on April 14, 2005

 

E-1


 

 

*10.

5

Form of Restricted Stock Award Agreement under the Everest Re Group, Ltd. 2003 Non-Employee Director Equity Compensation Plan, incorporated by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on September 22, 2005

 

 

 

 

 

10.

6

Completion of Tender Offer relating to Everest Reinsurance Holdings, Inc. 6.60% Fixed to Floating Rate Long Term Subordinated Notes (LoTSSM) dated March 19, 2009, incorporated herein by reference to Exhibit 99.1 to Everest Re Group, Ltd. Form 8-K filed on March 31, 2009

 

 

 

 

 

*10.

7

Everest Re Group, Ltd. 2009 Stock Option and Restricted Stock Plan for Non-Employee Directors incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. second quarter 2009 10-Q

 

 

*10.

8

Everest Re Group, Ltd. 2010 Stock Incentive Plan for employees is incorporated herein by reference to exhibit 10.2 to Everest Re Group, Ltd. Form S-8 filed on September 30, 2010

 

 

 

 

 

*10.

9

Amendment of Executive Performance Annual Incentive Plan adopted by shareholders at the annual general meeting on May 18, 2011, incorporated herein by reference to Appendix B to the 2011 Proxy Statement filed on April 15, 2011

 

 

 

 

 

*10.

10

Amendment of Everest Re Group, Ltd. 2010 Stock Incentive Plan adopted by shareholders at the annual general meeting on May 13, 2015, incorporated herein by reference to Appendix A to the 2015 Proxy Statement filed on April 10, 2015

 

 

 

 

 

*10.

11

Amendment of Everest Re Group, Ltd. 2003 Non-Employee Director Equity Compensation Plan adopted by shareholders at the annual general meeting on May 13, 2015, incorporated herein by reference to Appendix B to the 2015 Proxy Statement filed on April 10, 2015

 

 

 

 

 

*10.

12

Employment agreement between Everest Global Services, Inc., Everest Reinsurance Holdings Inc. and Dominic J. Addesso, dated December 4, 2015, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on December 8, 2015

 

 

 

 

 

10.

13

Standby Letter of Credit, dated November 9, 2015, between Everest International Reinsurance, Ltd. and Lloyds Bank, Plc. providing £175.0 million four year credit facility, incorporated herein by reference to Exhibit 10.23 to Everest Re Group, Ltd. Annual Report on Form 10-K- for the year ended December 31, 2015 filed on February 29, 2016

 

 

 

 

 

*10.

14

Amendment of employment agreement between Everest Global Services, Inc. and Sanjoy Mukherjee, dated February 12, 2016, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on February 17, 2016

 

 

 

 

 

*10.

15

Employment agreement between Everest Global Services, Inc. and Craig Howie, dated April 7, 2016, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on April 8, 2016

 

 

10.

16

Credit Agreement, dated May 26, 2016, between Everest Re Group, Ltd., Everest Reinsurance (Bermuda), Ltd. and Everest International Reinsurance, Ltd., certain lenders party thereto and Wells Fargo Bank, N.A. as administrative agent, providing for an $800.0 million four year senior credit facility, incorporated herein by reference to Exhibit 10.31 to Everest Re Group, Ltd. Form 10-Q filed on August 9, 2016. This new agreement replaces the June 22, 2012 four year, $800.0 million senior credit facility

 

 

 

 

E-2


 

 

*10.

17

Chairmanship agreement between Everest Re Group, Ltd. and Joseph V. Taranto, dated August 15, 2016 and effective January 1, 2017, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on August 16, 2016

 

 

 

 

 

*10.

18

Employment agreement between Everest Global Services, Inc., and John P. Doucette, dated October 21, 2016, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on October 26, 2016

 

 

 

 

 

*10.

19

Employment agreement between Everest Global Services, Inc., and Sanjoy Mukherjee, dated January 3, 2017, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on January 6, 2017

 

 

 

 

 

10.

20

Amendment of Standby Letter of Credit, dated May 17, 2017, between Everest International Reinsurance, Ltd. and Lloyds Bank, Plc. providing £145.0 million four year credit facility, herein by reference to Exhibit 10.1 to Everest Re Group, Ltd., Form 10-Q filed on August 9, 2017

 

 

 

 

 

*10.

21

Employment agreement between Everest Re Group, Ltd., and Jonathan Zaffino dated September 8, 2017, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on September 12, 2017

 

 

 

 

 

*10.

22

Amendment of employment agreement between Everest Global Services, Inc., Everest Re Group, Ltd., Everest Reinsurance Holdings Inc. and Dominic J. Addesso, dated November 20, 2017, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on November 20, 2017

 

 

 

 

 

10.

23

Bye-Law waiver agreement between Everest Re Group, Ltd., and BlackRock, Inc. dated December 1, 2017, incorporated herein by reference to exhibit 10.1 to the Everest Re Group, Ltd., Form 8-K filed on December 4, 2017

 

 

 

 

 

10.

24

Amendment of Standby Letter of Credit, dated December 29, 2017, between Everest Reinsurance (Bermuda), Ltd. and Citibank Europe plc providing $250.0 million four year credit facility, incorporated herein by reference to exhibit 10.26 to the Everest Re Group, Ltd., Form 10-K filed on March 1, 2018

 

 

 

 

 

10.

25

Amendment of Standby Letter of Credit, dated November 9, 2018, between Everest International Reinsurance, Ltd. and Lloyds Bank, Plc. providing £30.0 million four year credit facility, incorporated herein by reference to exhibit 10.33 to the Everest Re Group, Ltd., Form 10-K filed on March 1, 2019

 

 

 

 

 

10.

26

Amendment of Committed Facility Letter, dated December 10, 2018, between Everest Reinsurance (Bermuda), Ltd. and Citibank Europe plc providing $200.0 million annually, incorporated herein by reference to exhibit 10.34 to the Everest Re Group, Ltd., Form 10-K filed on March 1, 2019

 

 

 

 

 

*10.

27

Employment agreement between Everest Re Group, Ltd. and Juan Andrade dated August 1, 2019, incorporated herein by reference to Exhibit 10.1 to Everest Re Group Ltd. Form 8-K filed on August 8, 2019.

 

 

 

 

 

10.

28

Amendment of Standby Letter of Credit, dated November 7, 2019, between Everest International Reinsurance, Ltd. and Lloyds Bank, Plc. providing £47.0 million four year credit facility, incorporated herein by reference to Exhibit 10.30 to the Everest Re Group, Ltd. Form 10-K filed on March 2, 2020

 

 

 

 

E-3


 

 

10.

29

Amendment of Committed Facility Letter, dated December 31, 2019, between Everest Reinsurance (Bermuda), Ltd. and Citibank Europe plc providing $200.0 million annually, incorporated herein by reference to Exhibit 10.31 to the Everest Re Group, Ltd. Form 10-K filed on March 2, 2020

 

 

 

 

 

10.

30

Everest Re Group, Ltd. 2020 Stock Incentive Plan for employees is incorporated herein by reference to Appendix A of the 2021 Proxy Statement filed on April 9, 2021

 

 

 

 

 

10.

31

Amendment of Standby Letter of Credit, dated May 7, 2020 between Everest International Reinsurance, Ltd. and Lloyds Bank, Plc. providing £52.175 million four year credit facility, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 10-Q filed on August 10, 2020

 

 

 

 

 

10.

32

Employment agreement between Everest Global Services, Inc. and Mark Kociancic, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on October 1, 2020

 

 

 

 

 

10.

33

Employment agreement between Everest Global Services, Inc. and James Williamson, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on October 1, 2020

 

 

 

 

 

10.

34

Amendment of Committed Facility Letter, dated December 9, 2020 between Everest Reinsurance (Bermuda), Ltd. and Citibank Europe plc providing $200.0 million annually, incorporated herein by reference to Exhibit 10.34 to Everest Re Group, Ltd. Form 10-K filed on March 1, 2021

 

 

 

 

 

10.

35

Credit facility agreement dated February 23, 3021 between Everest Reinsurance (Bermuda), Ltd. and Wells Fargo Bank, N.A. providing up to $50.0 million of committed credit facility, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 10-Q filed on May 10, 2021

 

 

 

 

 

10.

36

Amendment of Credit Facility agreement, dated May 5, 2021 between Everest Reinsurance (Bermuda), Ltd. and Wells Fargo Bank, N.A. providing up to $500.0 million of committed credit facility, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 10-Q filed on August 5, 2021

 

 

 

 

 

10.

37

Credit Facility agreement, dated August 9, 2021 between Everest Reinsurance (Bermuda), Ltd. and Citibank Europe plc providing up to $230.0 million committed credit facility and $140.0 million of additional uncommitted credit facility, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 10-Q filed on November 4, 2021

 

 

 

 

 

10.

38

Credit Facility agreement, dated August 27, 2021 between Everest Reinsurance (Bermuda), Ltd. and Bayerische Landesbank providing up to $200.0 million of committed credit facility, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 10-Q filed on November 4, 2021

 

 

 

 

 

10.

39

Credit Facility agreement, dated October 8, 2021 between Everest Reinsurance (Bermuda), Ltd. and Lloyd’s Bank Corporate Markets Plc providing up to $50.0 million of committed credit facility, filed herewith

 

 

 

 

 

10.

40

Credit Facility agreement, dated November 3, 2021 between Everest Reinsurance (Bermuda), Ltd. and Barclays Bank Plc providing up to $200.0 million of committed credit facility, filed herewith

E-4


 

 

 

 

 

 

21.

1

Subsidiaries of the registrant, filed herewith

 

 

 

 

 

23.

1

Consent of PricewaterhouseCoopers LLP, filed herewith

 

 

 

 

 

31.

1

Section 302 Certification of Juan C. Andrade, filed herewith

 

 

 

 

 

31.

2

Section 302 Certification of Mark Kociancic, filed herewith

 

 

 

 

 

32.

1

Section 906 Certification of Juan C. Andrade and Mark Kociancic, furnished herewith

 

 

 

 

 

101.

INS

XBRL Instance Document

 

 

 

 

 

101.

SCH

XBRL Taxonomy Extension Schema

 

 

 

 

 

101.

CAL

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

 

 

101.

DEF

XBRL Taxonomy Extension Definition Linkbase

 

 

 

 

 

101.

LAB

XBRL Taxonomy Extension Label Linkbase

 

 

 

 

 

101.

PRE

XBRL Taxonomy Extension Presentation Linkbase

 

 

 

 

 

104

 

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

 

 

 

 

* Management contract or compensatory plan or arrangement.

 

E-5


 

EVEREST RE GROUP, LTD.

 

 

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

 

 

 

 

 

Pages

 

 

 

 

Report of Independent Registered Public Accounting Firm (PCAOB FIRM ID 238)

F-2

 

 

 

 

Consolidated Balance Sheets at December 31, 2021 and 2020

F-5

 

 

 

 

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

 

 

December 31, 2021, 2020 and 2019

F-6

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended

 

 

December 31, 2021, 2020 and 2019

F-7

 

 

 

 

Consolidated Statements of Cash Flows for the Years Ended

 

 

December 31, 2021, 2020 and 2019

F-8

 

 

 

 

Notes to Consolidated Financial Statements

F-9

 

 

 

 

Schedules

 

 

 

 

 

I

Summary of Investments Other Than Investments in Related Parties at December 31, 2021

S-1

 

 

 

 

II

Condensed Financial Information of Registrant:

 

 

 

 

 

 

 

Balance Sheets as of December 31, 2021 and 2020

S-2

 

 

 

 

 

 

Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019

S-3

 

 

 

 

 

 

Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

 

S-4

 

 

 

Notes to Condensed Financial Information

S-5

 

 

 

 

III

Supplementary Insurance Information As of and for the Years Ended

 

 

 

December 31, 2021, 2020 and 2019

S-6

 

 

 

IV

Reinsurance for the Years Ended December 31, 2021, 2020 and 2019

S-7

 

 

 

 

Schedules other than those listed above are omitted for the reason that they are not applicable or the information is otherwise contained in the Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

F-1


 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of Everest Re Group, Ltd.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Everest Re Group, Ltd. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income (loss), of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedules listed in the index appearing on page F-1 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over

 

F-2


 

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of the Reserve for Losses and Loss Adjustment Expenses

As described in Notes 1 and 3 to the consolidated financial statements, the Company maintains reserves equal to the estimated ultimate liability for losses and loss adjustment expense for reported and unreported claims for both insurance and reinsurance businesses. The Company’s reserve for losses and loss adjustment expenses as of December 31, 2021 was $19.0 billion. Reserves are based on estimates of ultimate losses and loss adjustment expenses by underwriting or accident year. Management uses a variety of statistical and actuarial techniques to monitor reserve adequacy over time, evaluate new information as it becomes known and adjust reserves as warranted. Management considers many factors when setting reserves including (i) exposure base and projected ultimate premium; (ii) expected loss ratios by product and class of business, which are developed collaboratively by underwriters and actuaries; (iii) actuarial methodologies and assumptions which analyze loss reporting and payment

 

F-3


 

experience, reports from ceding companies and historical trends, such as reserving patterns, loss payments and product mix; (iv) current legal interpretations of coverage and liability; and (v) economic conditions.

The principal considerations for our determination that performing procedures relating to the valuation of the reserve for losses and loss adjustment expenses is a critical audit matter are the significant judgment by management when developing their estimate; this in turn led to a high degree of auditor subjectivity, judgment and effort in performing procedures and evaluating the audit evidence relating to the methodologies and the significant assumptions related to expected loss ratios and historical trends, such as reserving patterns, loss payments and product mix, and the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of the reserve for losses and loss adjustment expenses, including controls over the selection of methodologies and development of significant assumptions.

These procedures also included, among others, testing the completeness and accuracy of data provided by management and the involvement of professionals with specialized skill and knowledge to assist in performing procedures for a sample of products and lines of business including: (i) evaluating management’s methodologies and assumptions related to expected loss ratios and historical trends, such as, reserving patterns, loss payment and product mix used for determining reserves for losses and loss adjustment expenses; and (ii) developing an independent estimate of the reserve for losses and loss adjustment expenses and comparing the independent estimate to management’s actuarially determined reserves.

 

/s/PricewaterhouseCoopers LLP

New York, New York

February 28, 2022

 

We have served as the Company’s or its predecessor's auditor since 1996.

 

F-4


 

EVEREST RE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,

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

2021

 

2020

ASSETS:

 

 

 

 

 

Fixed maturities - available for sale

$

22,308,272

 

$

20,040,173

(amortized cost: 2021, $22,063,592; 2020, $19,225,067, credit allowances: 2021, $(29,738); 2020, $(1,745))

 

 

 

 

 

Equity securities, at fair value

 

1,825,908

 

 

1,472,236

Short-term investments (cost: 2021, $1,178,386; 2020, $1,135,088)

 

1,178,337

 

 

1,134,950

Other invested assets

 

2,919,965

 

 

2,012,581

Cash

 

1,440,861

 

 

801,651

Total investments and cash

 

29,673,343

 

 

25,461,591

Accrued investment income

 

149,105

 

 

141,304

Premiums receivable

 

3,293,598

 

 

2,680,562

Reinsurance recoverables

 

2,053,354

 

 

1,994,555

Funds held by reinsureds

 

868,601

 

 

716,655

Deferred acquisition costs

 

872,289

 

 

622,053

Prepaid reinsurance premiums

 

515,445

 

 

412,015

Income taxes

 

2,381

 

 

17,253

Other assets

 

757,167

 

 

665,515

TOTAL ASSETS

$

38,185,283

 

$

32,711,503

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Reserve for losses and loss adjustment expenses

$

19,009,486

 

$

16,322,143

Future policy benefit reserve

 

35,669

 

 

37,723

Unearned premium reserve

 

4,609,634

 

 

3,501,359

Funds held under reinsurance treaties

 

18,391

 

 

15,807

Other net payable to reinsurers

 

449,723

 

 

294,347

Losses in course of payment

 

260,684

 

 

127,971

Senior notes

 

2,345,800

 

 

1,376,718

Long term notes

 

223,774

 

 

223,674

Borrowings from FHLB

 

519,000

 

 

310,000

Accrued interest on debt and borrowings

 

17,348

 

 

10,460

Unsettled securities payable

 

16,698

 

 

206,693

Other liabilities

 

539,896

 

 

558,432

Total liabilities

 

28,046,103

 

 

22,985,327

 

 

 

 

 

 

Commitments and contingencies (Note 15)

 

(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) 69,790

 

 

 

 

 

and (2020) 69,620 outstanding before treasury shares

 

698

 

 

696

Additional paid-in capital

 

2,274,431

 

 

2,245,301

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

 

 

 

 

 

(benefit) of $26,781 at 2021 and $80,451 at 2020

 

11,523

 

 

534,899

Treasury shares, at cost; 30,524 shares (2021) and 29,636 shares (2020)

 

(3,847,308)

 

 

(3,622,172)

Retained earnings

 

11,699,836

 

 

10,567,452

Total shareholders' equity

 

10,139,180

 

 

9,726,176

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

38,185,283

 

$

32,711,503

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

F-5


 

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

 

 

 

Years Ended December 31,

(Dollars in thousands, except per share amounts)

2021

 

2020

 

2019

REVENUES:

 

 

 

 

 

 

 

 

Premiums earned

$

10,406,441

 

$

8,681,513

 

$

7,403,686

Net investment income

 

1,164,892

 

 

642,465

 

 

647,139

Net realized capital gains (losses):

 

 

 

 

 

 

 

 

Credit allowances on fixed maturity securities

 

(27,992)

 

 

(1,745)

 

 

-

Other net realized capital gains (losses)

 

285,935

 

 

269,394

 

 

205,903

Total net realized capital gains (losses)

 

257,943

 

 

267,649

 

 

185,004

Other income (expense)

 

36,987

 

 

6,487

 

 

(4,660)

Total revenues

 

11,866,263

 

 

9,598,114

 

 

8,231,169

 

 

 

 

 

 

 

 

 

CLAIMS AND EXPENSES:

 

 

 

 

 

 

 

 

Incurred losses and loss adjustment expenses

 

7,391,253

 

 

6,550,837

 

 

4,922,898

Commission, brokerage, taxes and fees

 

2,208,766

 

 

1,873,250

 

 

1,703,726

Other underwriting expenses

 

582,647

 

 

511,237

 

 

440,899

Corporate expenses

 

67,827

 

 

41,118

 

 

32,966

Interest, fees and bond issue cost amortization expense

 

70,149

 

 

36,323

 

 

31,693

Total claims and expenses

 

10,320,642

 

 

9,012,765

 

 

7,132,182

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES

 

1,545,621

 

 

585,349

 

 

1,098,987

Income tax expense (benefit)

 

166,538

 

 

71,198

 

 

89,526

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

1,379,083

 

$

514,151

 

$

1,009,461

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

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

 

(488,378)

 

 

423,210

 

 

496,430

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

 

3,616

 

 

(3,476)

 

 

(12,613)

Total URA(D) on securities arising during the period

 

(484,762)

 

 

419,734

 

 

483,817

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(62,091)

 

 

86,327

 

 

14,030

 

 

 

 

 

 

 

 

 

Benefit plan actuarial net gain (loss) for the period

 

6,251

 

 

(5,615)

 

 

(12,591)

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

 

17,227

 

 

6,300

 

 

5,453

Total benefit plan net gain (loss) for the period

 

23,478

 

 

685

 

 

(7,138)

Total other comprehensive income (loss), net of tax

 

(523,375)

 

 

506,746

 

 

490,709

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS)

$

855,708

 

$

1,020,897

 

$

1,500,170

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE:

 

 

 

 

 

 

 

 

Basic

$

34.66

 

$

12.81

 

$

24.77

Diluted

 

34.62

 

 

12.78

 

 

24.70

 

 

 

 

 

 

 

 

 

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

F-6


 

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

 

 

 

 

 

Years Ended December 31,

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

2021

 

2020

 

2019

 

 

 

 

 

 

 

 

 

COMMON SHARES (shares outstanding):

 

 

 

 

 

 

 

 

Balance, January 1

 

39,983,481

 

 

40,798,963

 

 

40,651,148

Issued during the period, net

 

170,774

 

 

155,410

 

 

262,448

Treasury shares acquired

 

(887,622)

 

 

(970,892)

 

 

(114,633)

Balance, December 31

 

39,266,633

 

 

39,983,481

 

 

40,798,963

 

 

 

 

 

 

 

 

 

COMMON SHARES (par value):

 

 

 

 

 

 

 

 

Balance, January 1

$

696

 

$

694

 

$

692

Issued during the period, net

 

2

 

 

2

 

 

2

Balance, December 31

 

698

 

 

696

 

 

694

 

 

 

 

 

 

 

 

 

ADDITIONAL PAID-IN CAPITAL:

 

 

 

 

 

 

 

 

Balance, January 1

 

2,245,301

 

 

2,219,660

 

 

2,188,777

Share-based compensation plans

 

29,130

 

 

25,641

 

 

30,883

Balance, December 31

 

2,274,431

 

 

2,245,301

 

 

2,219,660

 

 

 

 

 

 

 

 

 

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),

 

 

 

 

 

 

 

 

NET OF DEFERRED INCOME TAXES:

 

 

 

 

 

 

 

 

Balance, January 1

 

534,899

 

 

28,152

 

 

(462,557)

Net increase (decrease) during the period

 

(523,375)

 

 

506,746

 

 

490,709

Balance, December 31

 

11,523

 

 

534,899

 

 

28,152

 

 

 

 

 

 

 

 

 

RETAINED EARNINGS:

 

 

 

 

 

 

 

 

Balance, January 1

 

10,567,452

 

 

10,306,571

 

 

9,531,433

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

 

-

 

 

(4,214)

 

 

-

Net income (loss)

 

1,379,083

 

 

514,151

 

 

1,009,461

Dividends declared ($6.20 per share 2021, $6.20 per share 2020 and $5.75 per share 2019)

 

(246,699)

 

 

(249,056)

 

 

(234,322)

Balance, December 31

 

11,699,836

 

 

10,567,452

 

 

10,306,571

 

 

 

 

 

 

 

 

 

TREASURY SHARES AT COST:

 

 

 

 

 

 

 

 

Balance, January 1

 

(3,622,172)

 

 

(3,422,152)

 

 

(3,397,548)

Purchase of treasury shares

 

(225,136)

 

 

(200,020)

 

 

(24,604)

Balance, December 31

 

(3,847,308)

 

 

(3,622,172)

 

 

(3,422,152)

 

 

 

 

 

 

 

 

 

TOTAL SHAREHOLDERS' EQUITY, December 31

$

10,139,180

 

$

9,726,176

 

$

9,132,925

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

F-7


 

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income (loss)

$

1,379,083

 

$

514,151

 

$

1,009,461

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

 

 

 

 

 

 

 

 

Decrease (increase) in premiums receivable

 

(648,735)

 

 

(387,123)

 

 

(62,018)

Decrease (increase) in funds held by reinsureds, net

 

(151,028)

 

 

(219,321)

 

 

(56,722)

Decrease (increase) in reinsurance recoverables

 

(124,796)

 

 

(150,753)

 

 

67,444

Decrease (increase) in income taxes

 

68,148

 

 

239,883

 

 

237,479

Decrease (increase) in prepaid reinsurance premiums

 

(127,792)

 

 

55,334

 

 

(95,207)

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

 

2,805,064

 

 

2,631,016

 

 

343,254

Increase (decrease) in future policy benefit reserve

 

(2,054)

 

 

(4,869)

 

 

(4,186)

Increase (decrease) in unearned premiums

 

1,145,512

 

 

404,049

 

 

521,709

Increase (decrease) in other net payable to reinsurers

 

185,764

 

 

(24,163)

 

 

66,477

Increase (decrease) in losses in course of payment

 

133,700

 

 

74,759

 

 

(33,557)

Change in equity adjustments in limited partnerships

 

(612,569)

 

 

(103,772)

 

 

(108,332)

Distribution of limited partnership income

 

211,367

 

 

122,326

 

 

81,300

Change in other assets and liabilities, net

 

(289,562)

 

 

(99,171)

 

 

4,950

Non-cash compensation expense

 

43,406

 

 

39,209

 

 

34,018

Amortization of bond premium (accrual of bond discount)

 

75,777

 

 

49,673

 

 

30,936

Net realized capital (gains) losses

 

(257,943)

 

 

(267,649)

 

 

(185,004)

Net cash provided by (used in) operating activities

 

3,833,342

 

 

2,873,579

 

 

1,852,002

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

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

 

3,892,918

 

 

2,586,405

 

 

2,302,299

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

 

1,915,916

 

 

1,945,867

 

 

3,280,237

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

 

-

 

 

4,907

 

 

2,917

Proceeds from equity securities sold, at fair value

 

990,376

 

 

376,347

 

 

283,965

Distributions from other invested assets

 

257,233

 

 

309,912

 

 

284,558

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

 

(8,825,315)

 

 

(7,189,301)

 

 

(6,613,917)

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

 

-

 

 

-

 

 

(4,243)

Cost of equity securities acquired, at fair value

 

(1,097,886)

 

 

(637,082)

 

 

(329,417)

Cost of other invested assets acquired

 

(756,560)

 

 

(557,473)

 

 

(425,438)

Net change in short-term investments

 

(42,630)

 

 

(717,527)

 

 

(167,290)

Net change in unsettled securities transactions

 

(203,016)

 

 

194,574

 

 

(26,163)

Net cash provided by (used in) investing activities

 

(3,868,964)

 

 

(3,683,371)

 

 

(1,412,492)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

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

 

(14,275)

 

 

(13,566)

 

 

(3,134)

Purchase of treasury shares

 

(225,136)

 

 

(200,020)

 

 

(24,604)

Dividends paid to shareholders

 

(246,699)

 

 

(249,097)

 

 

(234,322)

Proceeds from issuance of senior notes

 

968,357

 

 

979,417

 

 

-

Cost of debt repurchase

 

-

 

 

(10,647)

 

 

-

FHLB advances (repayments)

 

209,000

 

 

310,000

 

 

-

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

 

(17,054)

 

 

(15,908)

 

 

(13,627)

Net cash provided by (used in) financing activities

 

674,193

 

 

800,220

 

 

(275,687)

 

 

 

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

639

 

 

3,187

 

 

(11,882)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

639,210

 

 

(6,385)

 

 

151,941

Cash, beginning of period

 

801,651

 

 

808,036

 

 

656,095

Cash, end of period

$

1,440,861

 

$

801,651

 

$

808,036

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Income taxes paid (recovered)

$

98,030

 

$

(169,748)

 

 

(148,585)

Interest paid

 

62,369

 

 

28,415

 

 

31,689

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-8


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Years Ended December 31, 2021, 2020 and 2019

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Business and Basis of Presentation.

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.

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The statements include all of the following domestic and foreign direct and indirect subsidiaries of Group: Everest International Reinsurance, Ltd. (“Everest International”), Mt. Logan Insurance Managers, Ltd., Mt. Logan Management, Ltd., Everest International Holdings (Bermuda), Ltd. (“International Holdings”), Everest Corporate Member Limited, Everest Service Company (UK), Ltd., Everest Preferred International Holdings, Ltd. (“Preferred International”), Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”), Everest Re Advisors, Ltd., Everest Advisors (UK), Ltd., Everest Underwriting Group (Ireland), Limited (“Holdings Ireland”), Everest Global Services, Inc. (“Global Services”), Everest Insurance Company of Canada (“Everest Canada”), Premiere Insurance Underwriting Services (“Premiere”), Everest Dublin Insurance Holdings Limited (Ireland) (“Everest Dublin Holdings”), Everest Insurance (Ireland), designated activity company (“Ireland Insurance”), Everest Reinsurance Company (Ireland), designated activity company (“Ireland Re”), Everest Reinsurance Holdings, Inc. (“Holdings”), Salus Systems, LLC (“Salus”), Everest International Assurance, Ltd. (Bermuda) (“Everest Assurance”), Specialty Insurance Group, Inc. (“Specialty”), Specialty Insurance Group - Leisure and Entertainment Risk Purchasing Group LLC (“Specialty RPG”), Mt. McKinley Managers, L.L.C., Everest Specialty Underwriters Services, LLC, Everest Reinsurance Company (“Everest Re”), Everest National Insurance Company (“Everest National”), Everest Reinsurance Company Ltda. (Brazil), Mt. Whitney Securities, Inc., Everest Indemnity Insurance Company (“Everest Indemnity”), Everest Denali Insurance Company (“Everest Denali”), Everest Premier Insurance Company (“Everest Premier”) and Everest Security Insurance Company (“Everest Security”). All intercompany accounts and transactions have been eliminated. All amounts are reported in U.S. dollars.

 

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 have control and 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.

 

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

 

B. Investments.

Fixed maturity investments available for sale reflect unrealized appreciation and depreciation, as a result of changes in market value during the period, in shareholders’ equity, net of income taxes in “accumulated other comprehensive income (loss)” in the consolidated balance sheets, since cash flows from these investments will be primarily used to settle its reserve for losses and loss adjustment expense liabilities. The Company anticipates holding these investments for an extended period as the cash flow from interest and maturities will fund the projected payout of these liabilities. The Company reviews all of its fixed maturity, available for sale

F-9


 

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 sell the impaired security or is more likely than not to be required to sell the security before an anticipated recovery in value, the Company records the entire impairment 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.  

 

For equity securities, the Company reflects changes in value as net realized capital gains and losses. Interest income on all fixed maturities and dividend income on all equity securities are included as part of net investment income in the consolidated statements of operations and comprehensive income (loss). Short-term investments are stated at cost, which approximates market value. Realized gains or losses on sales of investments are determined on the basis of identified cost. For some non-publicly traded securities, market prices are determined through the use of pricing models that evaluate securities relative to the U.S. Treasury yield curve, taking into account the issue type, credit quality, and cash flow characteristics of each security. For other non-publicly traded securities, investment managers’ valuation committees will estimate fair value and in many instances, these fair values are supported with opinions from qualified independent third parties. All fair value estimates from investment managers are reviewed by the Company for reasonableness. For publicly traded securities, market value is based on quoted market prices or valuation models that use observable market inputs. When a sector of the financial markets is inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rates to determine fair value. Retrospective adjustments are employed to recalculate the values of asset-backed securities. Each acquisition lot is reviewed to recalculate the effective yield. The recalculated effective yield is used to derive a book value as if the new

F-10


 

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 as an input to the calculation of projected and prepayments for pass-through security types. Other invested assets include limited partnerships and rabbi trusts. Cash contributions to and cash distributions from the sweep facility were reported gross in cash flows from investing activities in the consolidated statements of cash flows. Limited partnerships are accounted for under the equity method of accounting, which can be recorded on a monthly or quarterly lag.

 

C. Allowance for Premium Receivable and Reinsurance Recoverables.

Effective January 1, 2020, the Company adopted the Current Expected Credit Losses (CECL) methodology for estimating allowances for credit losses. The Company evaluates the recoverability of its premiums and reinsurance recoverable balances and establishes an allowance for estimated uncollectible amounts. Prior to the adoption of CECL, an allowance for doubtful accounts was estimated on the basis of periodic evaluations of balances due from third parties, considering historical collection experience, solvency and current economic conditions.

 

Premiums receivable, excluding receivables for losses within a deductible and retrospectively-rated policy premiums, are primarily comprised of premiums due from policyholders/ cedants. Balances are considered past due when amounts that have been billed are not collected within contractually stipulated time periods. For these balances, the allowance is estimated based on recent historical credit loss and collection experience, adjusted for current economic conditions and reasonable and supportable forecasts, when appropriate.

 

A portion of the Company's Commercial Lines business is written with large deductibles or under retrospectively-rated plans. Under some commercial insurance contracts with a large deductible, the Company is obligated to pay the claimant the full amount of the claim and the Company is subsequently reimbursed by the policyholder for the deductible amount. As such, the Company is subject to credit risk until reimbursement is made. Retrospectively-rated policies are policies whereby the ultimate premium is adjusted based on actual losses incurred. Although the premium adjustment feature of a retrospectively-rated policy substantially reduces insurance risk for the Company, it presents credit risk to the Company. The Company’s results of operations could be adversely affected if a significant portion of such policyholders failed to reimburse the Company for the deductible amount or the amount of additional premium owed under retrospectively-rated policies. The Company manages these credit risks through credit analysis, collateral requirements, and oversight. The allowance for receivables for loss within a deductible and retrospectively-rated policy premiums is recorded within Other assets in the Consolidated Balance Sheets. The allowance is estimated as the amount of the receivable exposed to loss multiplied by estimated factors for probability of default. The probability of default is assigned based on each policyholder's credit rating, or a rating is estimated if no external rating is available. Credit ratings are reviewed and updated at least annually. The exposure amount is estimated net of collateral and other offsets, considering the nature of the collateral, potential future changes in collateral values, and historical loss information for the type of collateral obtained. The probability of default factors are historical corporate defaults for receivables with similar durations estimated through multiple economic cycles. Credit ratings are forward-looking and consider a variety of economic outcomes. The Company's evaluation of the required allowance for receivables for loss within a deductible and retrospectively-rated policy premiums considers the current economic environment as well as the probability-weighted macroeconomic scenarios.

 

The Company records total credit loss expenses related to premiums receivable in Other underwriting expenses and records credit loss expenses related to deductibles in Incurred losses and loss adjustment expenses in the Company’s consolidated statements of operations and comprehensive income (loss).

 

The allowance for uncollectible reinsurance recoverable reflects management’s best estimate of reinsurance cessions that may be uncollectible in the future due to reinsurers’ unwillingness or inability to pay. The allowance for uncollectible reinsurance recoverable comprises an allowance and an allowance for disputed

F-11


 

balances. Based on this analysis, the Company may adjust the allowance for uncollectible reinsurance recoverable or charge off reinsurer balances that are determined to be uncollectible.

 

Due to the inherent uncertainties as to collection and the length of time before reinsurance recoverable become due, it is possible that future adjustments to the Company’s reinsurance recoverable, net of the allowance, could be required, which could have a material adverse effect on the Company’s consolidated results of operations or cash flows in a particular quarter or annual period.

 

The allowance is estimated as the amount of reinsurance recoverable exposed to loss multiplied by estimated factors for the probability of default. The reinsurance recoverable exposed is the amount of reinsurance recoverable net of collateral and other offsets, considering the nature of the collateral, potential future changes in collateral values, and historical loss information for the type of collateral obtained. The probability of default factors are historical insurer and reinsurer defaults for liabilities with similar durations to the reinsured liabilities as estimated through multiple economic cycles. Credit ratings are forward-looking and consider a variety of economic outcomes. The Company's evaluation of the required allowance for reinsurance recoverable considers the current economic environment as well as macroeconomic scenarios.

 

The Company expects the impact of the COVID-19 pandemic to reinsurers to be somewhat mitigated by their regulated capital and liquidity positions. The ultimate impact to the Company's financial statements could vary significantly from our estimates depending on the duration and severity of the pandemic, the duration and severity of the economic downturn and the degree to which federal, state and local government actions to mitigate the economic impact of COVID-19 are effective.

 

The Company records credit loss expenses related to reinsurance recoverable in Incurred losses and loss adjustment expenses in the Company’s consolidated statements of operations and comprehensive income (loss). Write-offs of reinsurance recoverable and any related allowance are recorded in the period in which the balance is deemed uncollectible.

 

Allowances are presented in the table below for the periods indicated.

 

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

Reinsurance recoverable premium receivables and deductibles

$

46,499

 

$

41,357

 

D. Deferred Acquisition Costs.

Acquisition costs, consisting principally of commissions and brokerage expenses and certain premium taxes and fees incurred at the time a contract or policy is issued and that vary with and are directly related to the Company’s reinsurance and insurance business, are deferred and amortized over the period in which the related premiums are earned. Deferred acquisition costs are limited to their estimated realizable value by line of business based on the related unearned premiums, anticipated claims and claim expenses and anticipated investment income.

 

 

E. Reserve for Losses and Loss Adjustment Expenses.

The reserve for losses and loss adjustment expenses (“LAE”) is based on individual case estimates and reports received from ceding companies. A provision is included for losses and LAE incurred but not reported (“IBNR”) based on past experience. Provisions are also included for certain potential liabilities, including those relating to asbestos and environmental (“A&E”) exposures, catastrophe exposures and COVID-19 exposures, for which liabilities cannot be estimated using traditional reserving techniques. See also Note 3. The reserves are reviewed periodically and any changes in estimates are reflected in earnings in the period the adjustment is made. The Company’s loss and LAE reserves represent management’s best estimate of the ultimate liability. Loss and LAE reserves are presented gross of reinsurance recoverable and incurred losses and LAE are presented net of reinsurance.

F-12


 

 

Accruals for commissions are established for reinsurance contracts that provide for the stated commission percentage to increase or decrease based on the loss experience of the contract. Changes in estimates for such arrangements are recorded as commission expense. Commission accruals for contracts with adjustable features are estimated based on expected loss and LAE.

 

F. Future Policy Benefit Reserve.

Liabilities for future policy benefits on annuity policies are carried at their accumulated values. Reserves for policy benefits include mortality claims in the process of settlement and IBNR claims. Actual experience in a particular period may fluctuate from expected results.

 

G. Premium Revenues.

Written premiums are earned ratably over the periods of the related insurance and reinsurance contracts. Unearned premium reserves are established relative to the unexpired contract period. For reinsurance contracts, such reserves are established based upon reports received from ceding companies or estimated using pro rata methods based on statistical data. Reinstatement premiums represent additional premium recognized and earned at the time a loss event occurs and losses are recorded, most prevalently catastrophe related, when limits have been depleted under the original reinsurance contract and additional coverage is granted. The recognition of reinstatement premiums is based on estimates of loss and LAE, which reflects management’s judgement. Written and earned premiums and the related costs, which have not yet been reported to the Company, are estimated and accrued. Premiums are net of ceded reinsurance.

 

H. Prepaid Reinsurance Premiums.

Prepaid reinsurance premiums represent unearned premium reserves ceded to other reinsurers. Prepaid reinsurance premiums for any foreign reinsurers comprising more than 10% of the outstanding balance at December 31, 2021 were secured either through collateralized trust arrangements, rights of offset or letters of credit, thereby limiting the credit risk to the Company.

 

I. Income Taxes.

Holdings and its wholly owned subsidiaries file a consolidated U.S. federal income tax return. Foreign subsidiaries and branches of subsidiaries file local tax returns as required. Group and subsidiaries not included in Holdings’ consolidated tax return file separate company U.S. federal income tax returns as required. Deferred income taxes have been recorded to recognize the tax effect of temporary differences between the financial reporting and income tax bases of assets and liabilities, which arise because of differences between GAAP and income tax accounting rules.

 

As an accounting policy, the Company has adopted the aggregate portfolio approach for releasing disproportionate income tax effects from AOCI.

 

J. Foreign Currency.

The Company transacts business in numerous currencies through business units located around the world. The base transactional currency for each business unit is determined by the local currency used for most economic activity in that area. Movements in exchange rates related to foreign currency denominated monetary assets and liabilities at the business units between the original currency and the base currency are recorded through the consolidated statements of operations and comprehensive income (loss) in other income (expense), except for currency movements related to available for sale investments, which are excluded from net income (loss) and accumulated in shareholders’ equity, net of deferred taxes.

 

F-13


 

The business units’ base currency financial statements are translated to U.S. dollars using the exchange rates at the end of period for the balance sheets and the average exchange rates in effect for the reporting period for the income statements. Gains and losses resulting from translating the foreign currency financial statements, net of deferred income taxes, are excluded from net income loss and accumulated in shareholders’ equity.

 

K. 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.

 

 

 

Years Ended December 31,

(Dollars in thousands, except per share amounts)

2021

 

 

2020

 

 

2019

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

1,379,083

 

 

$

514,151

 

 

$

1,009,461

 

Less: dividends declared-common shares and nonvested common shares

 

(246,699)

 

 

 

(249,056)

 

 

 

(234,322)

 

Undistributed earnings

 

1,132,384

 

 

 

265,094

 

 

 

775,139

 

Percentage allocated to common shareholders (1)

 

98.7

%

 

 

98.7

%

 

 

98.9

%

 

 

 

1,117,318

 

 

 

261,770

 

 

 

766,386

 

Add: dividends declared-common shareholders

 

243,569

 

 

 

246,054

 

 

 

231,796

 

Numerator for basic and diluted earnings per common share

$

1,360,887

 

 

$

507,824

 

 

$

998,182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per weighted-average common shares

 

39,263

 

 

 

39,656

 

 

 

40,291

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

Options

 

41

 

 

 

77

 

 

 

129

 

Denominator for diluted earnings per adjusted weighted-average common shares

 

39,304

 

 

 

39,734

 

 

 

40,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per common share net income (loss)

 

 

 

 

 

 

 

 

 

 

 

Basic

$

34.66

 

 

$

12.81

 

 

$

24.77

 

Diluted

$

34.62

 

 

$

12.78

 

 

$

24.70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Basic weighted-average common shares outstanding

 

39,263

 

 

 

39,656

 

 

 

40,291

 

 

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

 

39,792

 

 

 

40,160

 

 

 

40,751

 

 

Percentage allocated to common shareholders

 

98.7

%

 

 

98.7

%

 

 

98.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

There were no anti-diluted options outstanding for the years ended December 31, 2021 and 2020.

 

All outstanding options expire on or between February 22, 2022 and September 19, 2022.

 

L. Segmentation.

The Company, through its subsidiaries, operates in two segments: Reinsurance and Insurance. See also Note 17.

 

 

F-14


 

 

M. Deposit Assets and Liabilities.

In the normal course of its operations, the Company may enter into contracts that do not meet risk transfer provisions. Such contracts are accounted for using the deposit accounting method and are included in other liabilities in the Company’s consolidated balance sheets. For such contracts, the Company originally records deposit liabilities for an amount equivalent to the assets received. Actuarial studies are used to estimate the final liabilities under such contracts with any change reflected in the consolidated statements of operations and comprehensive income (loss).

 

N. Share-Based Compensation.

Share-based compensation stock option, restricted share and performance share unit awards are fair valued at the grant date and expensed over the vesting period of the award. The tax benefit on the recorded expense is deferred until the time the award is exercised or vests (becomes unrestricted). See Note 16.

 

O. Application of Recently Issued Accounting Guidance.

Reference Rate Reform - LIBOR. In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, 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 periods beginning after December 15, 2021. The Company has reviewed its inventory of investments, debt issuances and business contracts to evaluate the impact of elimination of LIBOR upon its financial statements and business operations. Due to the existence of modification or default provisions for use of other reference rates after the elimination of LIBOR, the Company has determined that the adoption of ASU 2020-04 did not have a material impact upon its financial statements or business operations.

 

Accounting for Income Taxes. In December 2019, The Financial Accounting Standards Board (“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 effective 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.

 

Valuation of Financial Instruments. In June 2016, FASB issued ASU 2016-13 (and has subsequently issued related guidance and amendments in ASU 2019-11 and ASU 2019-10 in November 2019) which outline guidance on the valuation of and accounting for assets measured at amortized cost and available for sale debt securities. The new guidance requires the carrying value of assets measured at amortized cost, including reinsurance and premiums receivables to be presented as the net amount expected to be collected on the financial asset (amortized cost less an allowance for credit losses valuation account). The allowance reflects expected credit losses of the financial asset which considers available information using a combination both historical information, current market conditions and reasonable and supportable forecasts. For available-for-sale debt

F-15


 

securities, the guidance modified the previous other than temporary impairment model, now requiring an allowance for estimated credit related losses rather than a permanent impairment, which will be limited to the amount by which fair value is below amortized cost. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019. The Company adopted the guidance effective January 1, 2020, on a modified retrospective basis. The adoption resulted in a cumulative reduction of $4,214 thousand in retained earnings, net of tax, which is disclosed separately within the Consolidated Statements of Shareholders’ Equity.

 

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.

 

 

2. INVESTMENTS

 

The tables below present the amortized cost, allowance for credit losses, gross unrealized appreciation/(depreciation) and market value of fixed maturity securities as of December 31, 2021 and 2020.

 

 

 

At December 31, 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

$

1,407,256

 

$

-

 

$

23,720

 

$

(10,358)

 

$

1,420,618

 

Obligations of U.S. states and political subdivisions

 

558,842

 

 

(151)

 

 

29,080

 

 

(1,150)

 

 

586,621

 

Corporate securities

 

7,443,535

 

 

(19,267)

 

 

195,210

 

 

(62,580)

 

 

7,556,898

 

Asset-backed securities

 

3,579,439

 

 

(7,679)

 

 

21,817

 

 

(11,848)

 

 

3,581,729

 

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1,032,506

 

 

-

 

 

37,550

 

 

(5,690)

 

 

1,064,366

 

Agency residential

 

2,361,208

 

 

-

 

 

32,997

 

 

(18,873)

 

 

2,375,332

 

Non-agency residential

 

6,530

 

 

-

 

 

22

 

 

(16)

 

 

6,536

 

Foreign government securities

 

1,423,634

 

 

-

 

 

41,957

 

 

(28,079)

 

 

1,437,512

 

Foreign corporate securities

 

4,250,642

 

 

(2,641)

 

 

95,195

 

 

(64,536)

 

 

4,278,660

Total fixed maturity securities

$

22,063,592

 

$

(29,738)

 

$

477,548

 

$

(203,130)

 

$

22,308,272

 

 

 

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

 

F-16


 

 

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 December 31, 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

$

1,398,742

 

$

1,398,006

 

$

1,365,793

 

$

1,374,674

Due after one year through five years

 

7,075,077

 

 

7,154,468

 

 

6,529,189

 

 

6,774,785

Due after five years through ten years

 

5,003,792

 

 

5,100,672

 

 

4,414,211

 

 

4,751,903

Due after ten years

 

1,606,298

 

 

1,627,163

 

 

1,247,816

 

 

1,309,773

Asset-backed securities

 

3,579,439

 

 

3,581,729

 

 

2,540,809

 

 

2,565,802

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1,032,506

 

 

1,064,366

 

 

915,923

 

 

990,303

Agency residential

 

2,361,208

 

 

2,375,332

 

 

2,206,139

 

 

2,267,739

Non-agency residential

 

6,530

 

 

6,536

 

 

5,187

 

 

5,194

Total fixed maturity securities

$

22,063,592

 

$

22,308,272

 

$

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:

 

Years Ended December 31,

(Dollars in thousands)

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

$

(542,343)

 

$

465,192

Change in unrealized appreciation (depreciation), pre-tax

 

(542,343)

 

 

465,192

Deferred tax benefit (expense)

 

57,581

 

 

(45,458)

Change in unrealized appreciation (depreciation),

 

 

 

 

 

net of deferred taxes, included in shareholders’ equity

$

(484,762)

 

$

419,734

 

F-17


 

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. The amounts presented in the tables below include $15.7 million of market value and $(0.4) million of gross unrealized depreciation as of December 31, 2021 related to fixed maturity securities for which the Company has recorded an allowance for credit losses.

 

 

Duration of Unrealized Loss at December 31, 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

$

504,168

 

$

(6,264)

 

$

91,735

 

$

(4,094)

 

$

595,903

 

$

(10,358)

Obligations of U.S. states and political subdivisions

 

51,094

 

 

(1,038)

 

 

2,558

 

 

(112)

 

 

53,652

 

 

(1,150)

Corporate securities

 

2,132,576

 

 

(38,316)

 

 

472,831

 

 

(24,264)

 

 

2,605,407

 

 

(62,580)

Asset-backed securities

 

1,954,079

 

 

(11,180)

 

 

41,823

 

 

(668)

 

 

1,995,902

 

 

(11,848)

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

221,852

 

 

(2,854)

 

 

40,496

 

 

(2,836)

 

 

262,348

 

 

(5,690)

Agency residential

 

1,101,215

 

 

(12,178)

 

 

279,697

 

 

(6,695)

 

 

1,380,912

 

 

(18,873)

Non-agency residential

 

2,320

 

 

(14)

 

 

156

 

 

(2)

 

 

2,476

 

 

(16)

Foreign government securities

 

392,447

 

 

(9,709)

 

 

100,673

 

 

(18,370)

 

 

493,120

 

 

(28,079)

Foreign corporate securities

 

1,734,510

 

 

(46,247)

 

 

210,722

 

 

(18,289)

 

 

1,945,232

 

 

(64,536)

Total fixed maturity securities

$

8,094,261

 

$

(127,800)

 

$

1,240,691

 

$

(75,330)

 

$

9,334,952

 

$

(203,130)

 

 

 

Duration of Unrealized Loss at December 31, 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

$

129,860

 

$

(2,415)

 

$

136,827

 

$

(11,832)

 

$

266,687

 

$

(14,247)

Due in one year through five years

 

2,165,467

 

 

(35,264)

 

 

446,247

 

 

(28,685)

 

 

2,611,714

 

 

(63,949)

Due in five years through ten years

 

1,727,823

 

 

(47,413)

 

 

244,454

 

 

(22,038)

 

 

1,972,277

 

 

(69,451)

Due after ten years

 

791,645

 

 

(16,482)

 

 

50,991

 

 

(2,574)

 

 

842,636

 

 

(19,056)

Asset-backed securities

 

1,954,079

 

 

(11,180)

 

 

41,823

 

 

(668)

 

 

1,995,902

 

 

(11,848)

Mortgage-backed securities

 

1,325,387

 

 

(15,046)

 

 

320,349

 

 

(9,533)

 

 

1,645,736

 

 

(24,579)

Total fixed maturity securities

$

8,094,261

 

$

(127,800)

 

$

1,240,691

 

$

(75,330)

 

$

9,334,952

 

$

(203,130)

 

 

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 2021 were $9.3 billion and $203.1 million, respectively. The market value of securities for the single issuer (the United States government) whose securities comprised the largest unrealized loss position at December 31, 2021, did not exceed 2.7% 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 0.5% 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 $127.8 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, agency residential mortgage-backed securities, asset-backed securities and foreign government securities. Of these unrealized losses, $116.2 million were related to securities that were rated investment grade by at least one nationally recognized statistical rating agency. The $75.3 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, $72.3 million were related to securities that were rated investment grade by at least one nationally recognized statistical rating agency. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.

F-18


 

 

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

 

The tables below display the aggregate market value and gross unrealized depreciation of fixed maturity 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. The amounts presented in the tables below include $0.3 million of market value and $(0.1) million of gross unrealized depreciation as of December 31, 2020 related to fixed maturity securities for which the Company has recorded an allowance for credit losses.

 

 

 

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)

 

 

 

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)

 

 

F-19


 

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 2020 were $2.7 billion and $124.8 million, respectively. The market value of securities for the single issuer (the United States government) 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, foreign government securities and agency residential asset-backed securities. Of these unrealized losses, $63.4 million were related to securities that were rated investment grade by at least one nationally recognized statistical 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 statistical rating agency. 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:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

 

2019

Fixed maturities

$

561,091

 

$

542,363

 

$

520,291

Equity securities

 

17,276

 

 

18,776

 

 

19,505

Short-term investments and cash

 

1,329

 

 

5,012

 

 

17,619

Other invested assets

 

 

 

 

 

 

 

 

Limited partnerships

 

565,265

 

 

112,853

 

 

105,815

Other

 

62,944

 

 

1,699

 

 

14,117

Gross investment income before adjustments

 

1,207,905

 

 

680,703

 

 

677,347

Funds held interest income (expense)

 

12,324

 

 

12,754

 

 

13,271

Future policy benefit reserve income (expense)

 

(1,093)

 

 

(1,237)

 

 

(1,380)

Gross investment income

 

1,219,136

 

 

692,220

 

 

689,238

Investment expenses

 

(54,244)

 

 

(49,755)

 

 

(42,099)

Net investment income

$

1,164,892

 

$

642,465

 

$

647,139

 

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 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 $2.3 billion in limited partnerships and private placement loans at December 31, 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.

 

Variable Interest Entities

The Company is engaged with various special purpose entities and other entities that are deemed to be VIEs primarily as an investor through normal investment activities but also as an investment manager. A VIE is an entity that either has investors that lack certain essential characteristics of a controlling financial interest, such as simple majority kick-out rights, or lacks sufficient funds to finance its own activities without financial support provided by other entities. The Company performs ongoing qualitative assessments of its VIEs to determine

F-20


 

whether the Company has a controlling financial interest in the VIE and therefore is the primary beneficiary. The Company is deemed to have a controlling financial interest when it has both the ability to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the Company’s assessment, if it determines it is the primary beneficiary, the Company consolidates the VIE in the Company’s Consolidated Financial Statements. As of December 31, 2021 and 2020, the Company did not hold any securities for which it is the primary beneficiary.

 

The Company, through normal investment activities, makes passive investments in general and limited partnerships and other alternative investments. For these non-consolidated VIEs, the Company has determined it is not the primary beneficiary as it has no ability to direct activities that could significantly affect the economic performance of the investments. The Company’s maximum exposure to loss as of December 31, 2021 and 2020 is limited to the total carrying value of $2.9 billion and $2.0 billion, respectively, which are included in general and limited partnerships and other alternative investments in Other Invested Assets in the Company's Consolidated Balance Sheets. As of December 31, 2021, the Company has outstanding commitments totaling $2.1 billion whereby the Company is committed to fund these investments and may be called by the partnership during the commitment period to fund the purchase of new investments and partnership expenses. These investments are generally of a passive nature in that the Company does not take an active role in management.

 

In addition, the Company makes passive investments in structured securities issued by VIEs for which the Company is not the manager. These investments are included in asset-back securities, which includes collateralized loan obligations and are reported in fixed maturities, available-for-sale. The Company has not provided financial or other support with respect to these investments other than its original investment. For these investments, the Company determined it is not the primary beneficiary due to the relative size of the Company’s investment in comparison to the principal amount of the structured securities issued by the VIEs, the level of credit subordination which reduces the Company’s obligation to absorb losses or right to receive benefits and the Company’s inability to direct the activities that most significantly impact the economic performance of the VIEs. The Company’s maximum exposure to loss on these investments is limited to the amount of the Company’s investment.

 

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

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

 

2020

 

2019

Fixed maturity securities, market value:

 

 

 

 

 

 

 

 

Allowance for credit losses

$

(27,992)

 

$

(1,745)

 

$

-

Other-than-temporary impairments

 

-

 

 

-

 

 

(20,899)

Gains (losses) from sales

 

16,503

 

 

(2,214)

 

 

28,025

Fixed maturity securities, fair value:

 

 

 

 

 

 

 

 

Gains (losses) from sales

 

-

 

 

(2,863)

 

 

355

Gains (losses) from fair value adjustments

 

-

 

 

1,944

 

 

1,808

Equity securities, fair value:

 

 

 

 

 

 

 

 

Gains (losses) from sales

 

27,596

 

 

(8,963)

 

 

4,148

Gains (losses) from fair value adjustments

 

235,686

 

 

278,461

 

 

165,200

Other invested assets

 

6,142

 

 

1,705

 

 

6,003

Short-term investments gain (loss)

 

8

 

 

1,324

 

 

364

Total net realized capital gains (losses)

$

257,943

 

$

267,649

 

$

185,004

 

F-21


 

 

 

Roll Forward of Allowance for Credit Losses

 

 

Twelve Months Ended December 31, 2021

 

 

 

 

 

 

 

Obligations of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. States

 

Foreign

 

Foreign

 

 

 

 

 

Corporate

 

Asset-Backed

 

and Political

 

Government

 

Corporate

 

 

 

 

 

Securities

 

Securities

 

Subdivisions

 

Securities

 

Securities

 

Total

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

(1,220)

 

$

-

 

$

-

 

$

(22)

 

$

(503)

 

$

(1,745)

Credit losses on securities where credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

losses were not previously recorded

 

 

(21,177)

 

 

(4,915)

 

 

(151)

 

 

-

 

 

(2,436)

 

 

(28,679)

Increases in allowance on previously

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

impaired securities

 

 

(2,529)

 

 

(2,764)

 

 

 

 

 

-

 

 

-

 

 

(5,293)

Decreases in allowance on previously

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

impaired securities

 

 

-

 

 

-

 

 

 

 

 

-

 

 

-

 

 

-

Reduction in allowance due to disposals

 

 

5,659

 

 

-

 

 

 

 

 

22

 

 

298

 

 

5,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31

 

$

(19,267)

 

$

(7,679)

 

$

(151)

 

$

-

 

$

(2,641)

 

$

(29,738)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Roll Forward of Allowance for Credit Losses

 

 

Twelve Months Ended December 31, 2020

 

 

 

 

 

 

Obligations of

 

 

 

 

 

 

 

 

 

 

 

 

U.S. States

 

Foreign

 

Foreign

 

 

 

 

Corporate

 

Asset-Backed

 

and Political

 

Government

 

Corporate

 

 

 

 

Securities

 

Securities

 

Subdivisions

 

Securities

 

Securities

 

Total

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

Credit losses on securities where credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

losses were not previously recorded

 

 

(27,666)

 

 

-

 

 

-

 

 

(518)

 

 

(4,700)

 

 

(32,884)

Increases in allowance on previously

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

impaired securities

 

 

(6,136)

 

 

-

 

 

-

 

 

(28)

 

 

(481)

 

 

(6,645)

Decreases in allowance on previously

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

impaired securities

 

 

4,333

 

 

-

 

 

-

 

 

309

 

 

883

 

 

5,525

Reduction in allowance due to disposals

 

 

28,249

 

 

-

 

 

-

 

 

215

 

 

3,795

 

 

32,259

Balance as of December 31

 

$

(1,220)

 

$

-

 

$

-

 

$

(22)

 

$

(503)

 

$

(1,745)

 

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:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Proceeds from sales of fixed maturity securities

$

1,915,916

 

$

1,950,774

 

$

3,283,154

Gross gains from sales

 

71,744

 

 

79,609

 

 

63,721

Gross losses from sales

 

(55,241)

 

 

(84,686)

 

 

(35,341)

 

 

 

 

 

 

 

 

 

Proceeds from sales of equity securities

$

990,376

 

$

376,347

 

$

283,965

Gross gains from sales

 

42,241

 

 

37,415

 

 

14,274

Gross losses from sales

 

(14,645)

 

 

(46,378)

 

 

(10,126)

 

Securities with a carrying value amount of $1.5 billion at December 31, 2021 were on deposit with various state or governmental insurance departments in compliance with insurance laws.

 

F-22


 

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

 

Reserves for losses and LAE.

The following table provides a roll forward of the Company’s beginning and ending reserve for losses and LAE is summarized for the periods indicated:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Gross reserves beginning of period

$

16,322,143

 

$

13,531,256

 

$

13,098,158

Less reinsurance recoverables on unpaid losses

 

(1,843,691)

 

 

(1,640,712)

 

 

(1,619,641)

Net reserves beginning of period

 

14,478,452

 

 

11,890,544

 

 

11,478,517

 

 

 

 

 

 

 

 

 

Incurred related to:

 

 

 

 

 

 

 

 

Current year

 

7,400,303

 

 

6,149,410

 

 

4,986,456

Prior years

 

(9,050)

 

 

401,427

 

 

(63,558)

Total incurred losses and LAE

 

7,391,253

 

 

6,550,837

 

 

4,922,898

 

 

 

 

 

 

 

 

 

Paid related to:

 

 

 

 

 

 

 

 

Current year

 

2,490,645

 

 

2,046,260

 

 

2,042,246

Prior years

 

2,226,457

 

 

2,077,613

 

 

2,519,950

Total paid losses and LAE

 

4,717,102

 

 

4,123,873

 

 

4,562,196

 

 

 

 

 

 

 

 

 

Foreign exchange/translation adjustment

 

(89,481)

 

 

160,944

 

 

51,325

 

 

 

 

 

 

 

 

 

Net reserves end of period

 

17,063,121

 

 

14,478,452

 

 

11,890,544

Plus reinsurance recoverables on unpaid losses

 

1,946,365

 

 

1,843,691

 

 

1,640,712

Gross reserves end of period

$

19,009,486

 

$

16,322,143

 

$

13,531,256

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

Current year incurred losses were $7.4 billion, $6.1 billion and $5.0 billion in 2021, 2020 and 2019, respectively. The increase in current year incurred losses from 2020 to 2021 was primarily related to an increase of $710.0 million in current year catastrophe losses and an increase of $540.9 million in current year attritional losses. The increase in current year attritional losses was mainly due to the growth in premiums earned, partially mitigated by $511.1 million of losses related to COVID-19 in 2020 which did not recur in 2021. The increase in current year incurred losses from 2019 to 2020 was primarily due to an increase of $772.4 million in current year attritional losses primarily due to higher premiums earned and the previously mentioned $511.1 million of losses related to COVID-19 in 2020, partially offset by a $120.5 million decline in current year catastrophe losses.

 

Incurred prior years losses were ($9.1) million in 2021, $401.4 million in 2020 and ($63.6) million in 2019. The favorable development on prior year reserves of ($9.1) million in 2021 is primarily driven by a commutation and reserve releases within the reinsurance segment. The increase for 2020 primarily related to higher ultimate loss estimates for long-tail casualty business in the reinsurance segment for accident years 2015 to 2018, notably general liability, professional lines, and auto liability. The reserve charge also includes actions on non-CAT property lines, primarily for the 2017 to 2019 accident years and driven by a few large losses to aggregate programs. The decrease for 2019 primarily related to reserve reductions associated with short-tail lines of business and worker’s compensation.

 

The following is information about incurred and paid claims development as of December 31, 2021, net of reinsurance, as well as cumulative claim frequency and the total of incurred but not reported liabilities (IBNR) plus expected development on reported claims included within the net incurred claims amounts. Each of the Company’s financial reporting segments has been disaggregated into casualty and property business. The casualty and property segregation results in groups that have homogeneous loss development characteristics and are large enough to represent credible trends. Generally, casualty claims take longer to be reported and settled, resulting in longer payout patterns and increased volatility. Property claims on the other hand, tend to

F-23


 

be reported and settled quicker and therefore tend to exhibit less volatility. The property business is more exposed to catastrophe losses, which can result in year over year fluctuations in incurred claims depending on the frequency and severity of catastrophes claims in any one accident year.

 

The information about incurred and paid claims development for the years ended December 31, 2012 to December 31, 2020 is presented as supplementary information.

 

The Cumulative Number of Reported Claims is shown only for Insurance Casualty as it is impracticable to provide the information for the remaining groups. The reinsurance groups each include pro rata contracts for which ceding companies provide only summary information via a bordereau. This summary information does not include the number of reported claims underlying the paid and reported losses. Therefore, it is not possible to provide this information. The Insurance Property group includes Accident & Health insurance business. This business is written via a master contract and individual claim counts are not provided. This business represents a significant enough portion of the business in the Insurance Property group so that including the number of reported claims for the remaining business would distort any analytics performed on the group.

 

The Cumulative Number of Reported Claims shown for the Insurance Casualty is determined by claim and line of business. For example, a claim event with three claimants in the same line of business is a single claim. However, a claim event with a single claimant that spans two lines of business contributes two claims.

 

The following tables present the ultimate loss and ALAE and the paid loss and ALAE, net of reinsurance for casualty and property, as well as the average annual percentage payout of incurred claims by age, net of reinsurance for each of our disclosed lines of business.

 

Reinsurance – Casualty Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IBNR Liabilities

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of reinsurance

 

Plus Expected

 

Cumulative

 

 

Years Ended December 31,

 

Development

 

Number of

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021

 

on Reported

 

Reported

Accident Year

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

Claims

 

Claims

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$

913,235

 

$

806,271

 

$

707,089

 

$

692,497

 

$

676,252

 

$

677,924

 

$

682,447

 

$

656,696

 

$

635,281

 

$

626,752

 

 

22,382

 

 

N/A

2013

 

 

 

 

 

726,240

 

 

816,634

 

 

804,255

 

 

794,549

 

 

764,362

 

 

735,487

 

 

715,578

 

 

715,519

 

 

710,499

 

 

21,566

 

 

N/A

2014

 

 

 

 

 

 

 

 

776,680

 

 

815,861

 

 

822,646

 

 

798,868

 

 

757,392

 

 

734,567

 

 

747,748

 

 

745,601

 

 

31,868

 

 

N/A

2015

 

 

 

 

 

 

 

 

 

 

 

795,662

 

 

836,303

 

 

831,492

 

 

828,634

 

 

812,346

 

 

848,989

 

 

849,230

 

 

75,907

 

 

N/A

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

808,757

 

 

885,069

 

 

882,087

 

 

877,209

 

 

952,811

 

 

954,364

 

 

129,447

 

 

N/A

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

894,903

 

 

854,313

 

 

861,180

 

 

942,467

 

 

950,788

 

 

199,152

 

 

N/A

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,340,402

 

 

1,337,894

 

 

1,414,891

 

 

1,445,481

 

 

466,230

 

 

N/A

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,721,440

 

 

1,786,629

 

 

1,788,763

 

 

907,117

 

 

N/A

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,943,096

 

 

1,914,757

 

 

1,482,711

 

 

N/A

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,513,341

 

 

1,951,060

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

12,499,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-24


 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

Years Ended December 31,

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021

Accident Year

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$

41,756

 

$

98,010

 

$

179,993

 

$

275,548

 

$

355,728

 

$

425,397

 

$

504,848

 

$

539,251

 

$

549,564

 

$

568,922

2013

 

 

 

 

 

49,581

 

 

123,813

 

 

214,769

 

 

314,826

 

 

389,143

 

 

496,373

 

 

548,578

 

 

574,706

 

 

603,638

2014

 

 

 

 

 

 

 

 

57,942

 

 

122,673

 

 

214,072

 

 

304,645

 

 

430,751

 

 

507,146

 

 

553,006

 

 

594,417

2015

 

 

 

 

 

 

 

 

 

 

 

57,114

 

 

160,199

 

 

267,841

 

 

413,852

 

 

503,917

 

 

573,637

 

 

621,569

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

90,184

 

 

190,818

 

 

326,011

 

 

433,583

 

 

548,345

 

 

629,704

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81,099

 

 

188,542

 

 

322,029

 

 

464,179

 

 

592,780

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

154,910

 

 

290,083

 

 

463,099

 

 

638,435

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

210,530

 

 

343,081

 

 

526,547

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

190,530

 

 

268,027

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

216,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,261,006

All outstanding liabilities prior to 2012, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

824,128

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

8,062,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)

Years

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

Casualty

 

9.2

%

 

8.5

%

 

12.4

%

 

13.6

%

 

12.7

%

 

10.4

%

 

7.7

%

 

4.9

%

 

2.9

%

 

3.1

%

 

  Reinsurance – Property Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IBNR Liabilities

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of reinsurance

 

Plus Expected

 

Cumulative

 

 

Years Ended December 31,

 

Development

 

Number of

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021

 

on Reported

 

Reported

Accident Year

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

Claims

 

Claims

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$

1,595,581

 

$

1,282,432

 

$

1,159,361

 

$

1,158,272

 

$

1,152,163

 

$

1,144,478

 

$

1,132,514

 

$

1,151,907

 

$

1,154,729

 

$

1,152,601

 

 

10,597

 

 

 

2013

 

 

 

 

 

1,302,966

 

 

954,434

 

 

843,829

 

 

787,484

 

 

781,908

 

 

777,334

 

 

784,582

 

 

782,978

 

 

782,285

 

 

2,615

 

 

 

2014

 

 

 

 

 

 

 

 

1,366,519

 

 

1,207,588

 

 

1,055,896

 

 

963,339

 

 

963,168

 

 

964,131

 

 

956,387

 

 

956,892

 

 

5,114

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

1,408,609

 

 

1,072,514

 

 

996,351

 

 

970,290

 

 

973,022

 

 

965,298

 

 

967,102

 

 

6,102

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,725,574

 

 

1,560,324

 

 

1,596,178

 

 

1,590,207

 

 

1,567,764

 

 

1,568,689

 

 

19,440

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,799,762

 

 

3,422,515

 

 

3,533,258

 

 

3,662,032

 

 

3,707,890

 

 

9,592

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,650,359

 

 

2,526,001

 

 

2,527,900

 

 

2,465,788

 

 

40,866

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,122,117

 

 

2,153,458

 

 

2,098,665

 

 

176,930

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,453,269

 

 

2,526,034

 

 

616,803

 

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,802,843

 

 

1,445,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

19,028,789

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

Years Ended December 31,

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021

Accident Year

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$

404,621

 

$

703,440

 

$

896,790

 

$

990,221

 

$

1,024,725

 

$

1,058,690

 

$

1,069,836

 

$

1,092,694

 

$

1,101,861

 

$

1,106,461

2013

 

 

 

 

 

384,956

 

 

530,340

 

 

663,255

 

 

720,662

 

 

741,032

 

 

751,190

 

 

760,516

 

 

761,755

 

 

762,225

2014

 

 

 

 

 

 

 

 

378,154

 

 

670,226

 

 

805,888

 

 

882,489

 

 

911,719

 

 

921,984

 

 

928,821

 

 

931,494

2015

 

 

 

 

 

 

 

 

 

 

 

386,340

 

 

626,200

 

 

787,370

 

 

875,529

 

 

904,827

 

 

926,506

 

 

937,534

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

489,865

 

 

1,035,935

 

 

1,336,301

 

 

1,460,922

 

 

1,520,320

 

 

1,539,568

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

850,375

 

 

2,277,663

 

 

2,858,044

 

 

3,259,500

 

 

3,477,657

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

558,319

 

 

1,563,718

 

 

1,941,282

 

 

2,125,022

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

769,261

 

 

1,365,923

 

 

1,703,956

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

606,518

 

 

1,385,266

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

687,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

14,656,957

All outstanding liabilities prior to 2012, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

519,855

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,891,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-25


 

 

 

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)

Years

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

Property

 

29.0

%

 

32.9

%

 

16.2

%

 

8.8

%

 

4.3

%

 

1.8

%

 

1.0

%

 

0.9

%

 

0.5

%

 

0.4

%

F-26


 

Insurance – Casualty Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IBNR Liabilities

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of reinsurance

 

Plus Expected

 

Cumulative

 

 

Years Ended December 31,

 

Development

 

Number of

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021

 

on Reported

 

Reported

Accident Year

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

Claims

 

Claims

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$

349,721

 

$

351,526

 

$

347,065

 

$

348,260

 

$

353,394

 

$

344,007

 

$

346,980

 

$

351,441

 

$

353,942

 

$

354,697

 

 

31,942

 

 

15,782

2013

 

 

 

 

 

393,689

 

 

393,519

 

 

392,955

 

 

393,129

 

 

351,380

 

 

344,479

 

 

350,927

 

 

349,965

 

 

350,107

 

 

29,280

 

 

21,360

2014

 

 

 

 

 

 

 

 

431,297

 

 

457,270

 

 

454,801

 

 

460,862

 

 

397,307

 

 

398,126

 

 

399,021

 

 

397,889

 

 

44,649

 

 

25,265

2015

 

 

 

 

 

 

 

 

 

 

 

519,869

 

 

528,468

 

 

536,106

 

 

542,637

 

 

469,081

 

 

472,079

 

 

472,700

 

 

56,840

 

 

27,044

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

554,134

 

 

552,057

 

 

581,114

 

 

616,641

 

 

554,151

 

 

542,750

 

 

86,737

 

 

31,674

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

614,528

 

 

604,615

 

 

627,426

 

 

659,359

 

 

635,622

 

 

156,575

 

 

35,627

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

708,122

 

 

714,065

 

 

752,894

 

 

766,992

 

 

193,686

 

 

36,041

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

852,407

 

 

855,266

 

 

888,280

 

 

288,688

 

 

39,219

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

997,126

 

 

1,058,272

 

 

620,239

 

 

34,983

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,196,128

 

 

782,844

 

 

31,679

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,663,437

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

Years Ended December 31,

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021

Accident Year

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$

33,194

 

$

101,300

 

$

157,924

 

$

213,488

 

$

246,454

 

$

272,113

 

$

294,442

 

$

306,934

 

$

311,863

 

$

317,249

2013

 

 

 

 

 

33,314

 

 

117,046

 

 

176,326

 

 

224,633

 

 

260,222

 

 

285,872

 

 

303,784

 

 

310,927

 

 

317,111

2014

 

 

 

 

 

 

 

 

41,194

 

 

124,936

 

 

201,688

 

 

256,885

 

 

297,760

 

 

326,008

 

 

339,484

 

 

350,976

2015

 

 

 

 

 

 

 

 

 

 

 

44,317

 

 

134,760

 

 

218,987

 

 

292,111

 

 

353,440

 

 

382,743

 

 

414,069

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54,740

 

 

164,357

 

 

269,127

 

 

342,880

 

 

402,518

 

 

445,429

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

53,918

 

 

172,415

 

 

281,339

 

 

381,169

 

 

457,197

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63,587

 

 

208,432

 

 

319,559

 

 

447,358

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

72,394

 

 

234,915

 

 

398,600

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

79,658

 

 

248,000

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

109,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,505,299

All outstanding liabilities prior to 2012, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

226,081

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,384,219

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)

Years

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

Casualty

 

8.8

%

 

18.8

%

 

17.4

%

 

15.2

%

 

11.1

%

 

7.2

%

 

5.4

%

 

2.8

%

 

1.6

%

 

1.5

%

F-27


 

Insurance – Property Business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IBNR Liabilities

 

 

 

 

Incurred Claims and Allocated Claim Adjustment Expenses, Net of reinsurance

 

Plus Expected

 

Cumulative

 

 

Years Ended December 31,

 

Development

 

Number of

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021

 

on Reported

 

Reported

Accident Year

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

 

Claims

 

Claims

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$

106,363

 

$

89,038

 

$

81,773

 

$

82,475

 

$

82,045

 

$

81,828

 

$

82,005

 

$

82,552

 

$

82,613

 

$

82,685

 

 

5

 

 

N/A

2013

 

 

 

 

 

112,082

 

 

98,203

 

 

91,334

 

 

92,222

 

 

92,311

 

 

92,472

 

 

92,326

 

 

91,893

 

 

92,035

 

 

94

 

 

N/A

2014

 

 

 

 

 

 

 

 

131,752

 

 

123,744

 

 

119,989

 

 

119,523

 

 

119,344

 

 

119,481

 

 

119,138

 

 

119,428

 

 

49

 

 

N/A

2015

 

 

 

 

 

 

 

 

 

 

 

173,059

 

 

153,028

 

 

144,081

 

 

146,930

 

 

144,919

 

 

146,626

 

 

146,559

 

 

47

 

 

N/A

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

291,182

 

 

275,740

 

 

280,797

 

 

292,750

 

 

295,140

 

 

297,417

 

 

380

 

 

N/A

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

498,044

 

 

502,601

 

 

496,195

 

 

499,323

 

 

493,370

 

 

480

 

 

N/A

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

409,168

 

 

403,013

 

 

398,243

 

 

411,160

 

 

693

 

 

N/A

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

349,061

 

 

351,599

 

 

355,692

 

 

5,808

 

 

N/A

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

599,613

 

 

507,281

 

 

45,162

 

 

N/A

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

649,738

 

 

191,897

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,155,364

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance

 

 

Years Ended December 31,

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

2020

 

2021

Accident Year

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

$

56,506

 

$

81,798

 

$

80,495

 

$

81,776

 

$

81,917

 

$

81,708

 

$

81,846

 

$

82,483

 

$

82,612

 

$

82,669

2013

 

 

 

 

 

68,711

 

 

93,179

 

 

91,919

 

 

92,189

 

 

91,798

 

 

91,838

 

 

91,855

 

 

91,864

 

 

91,942

2014

 

 

 

 

 

 

 

 

81,853

 

 

116,089

 

 

118,277

 

 

118,270

 

 

118,605

 

 

118,724

 

 

118,799

 

 

118,808

2015

 

 

 

 

 

 

 

 

 

 

 

102,239

 

 

141,394

 

 

142,560

 

 

145,367

 

 

146,866

 

 

146,954

 

 

147,052

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

162,906

 

 

250,034

 

 

272,535

 

 

290,278

 

 

293,247

 

 

294,031

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

179,403

 

 

425,384

 

 

460,130

 

 

482,817

 

 

486,538

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

245,840

 

 

359,276

 

 

379,654

 

 

404,819

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

227,630

 

 

317,766

 

 

339,411

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

293,331

 

 

415,518

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

328,207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,708,995

All outstanding liabilities prior to 2012, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

557

Liabilities for claims and claim adjustment expenses, net of reinsurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

446,926

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance (unaudited)

Years

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

Property

 

55.4

%

 

31.2

%

 

5.0

%

 

4.3

%

 

2.6

%

 

0.6

%

 

0.6

%

 

0.2

%

 

0.1

%

 

0.1

%

F-28


 

Reconciliation of the Disclosure of Incurred and Paid Claims Development to the Liability for Unpaid Claims and Claim Adjustment Expenses

 

The reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expenses in the consolidated statement of financial position is as follows.

 

 

December 31, 2021

(Dollars in thousands)

 

 

Net outstanding liabilities

 

 

Reinsurance Casualty

$

8,062,697

Reinsurance Property

 

4,891,687

Insurance Casualty

 

3,384,219

Insurance Property

 

446,926

Liabilities for unpaid claims and claim adjustment expenses, net of reinsurance

 

16,785,529

 

 

 

Reinsurance recoverable on unpaid claims

 

 

Reinsurance Casualty

 

293,110

Reinsurance Property

 

507,097

Insurance Casualty

 

973,182

Insurance Property

 

172,977

Total reinsurance recoverable on unpaid claims

 

1,946,365

 

 

 

Insurance lines other than short-duration

 

-

Unallocated claims adjustment expenses

 

235,391

Other

 

42,199

 

 

277,590

 

 

 

Total gross liability for unpaid claims and claim adjustment expense

$

19,009,486

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Reserving Methodology

 

The Company maintains reserves equal to our estimated ultimate liability for losses and loss adjustment expense (LAE) for reported and unreported claims for our insurance and reinsurance businesses. Because reserves are based on estimates of ultimate losses and LAE by underwriting or accident year, the Company uses a variety of statistical and actuarial techniques to monitor reserve adequacy over time, evaluate new information as it becomes known, and adjust reserves whenever an adjustment appears warranted. The Company considers many factors when setting reserves including: (1) exposure base and projected ultimate premium; (2) expected loss ratios by product and class of business, which are developed collaboratively by underwriters and actuaries; (3) actuarial methodologies and assumptions which analyze loss reporting and payment experience, reports from ceding companies and historical trends, such as reserving patterns, loss payments, and product mix; (4) current legal interpretations of coverage and liability; and (5) economic conditions. Insurance and reinsurance loss and LAE reserves represent the Company’s best estimate of its ultimate liability. Actual loss and LAE ultimately paid may deviate, perhaps substantially, from such reserves. Net income will be impacted in a period in which the change in estimated ultimate loss and LAE is recorded.

 

The detailed data required to evaluate ultimate losses for the Company’s insurance business is accumulated from its underwriting and claim systems. Reserving for reinsurance requires evaluation of loss information received from ceding companies. Ceding companies report losses in many forms depending on the type of contract and the agreed or contractual reporting requirements. Generally, pro rata contracts require the

F-29


 

submission of a monthly/quarterly account, which includes premium and loss activity for the period with corresponding reserves as established by the ceding company. This information is recorded into the Company’s records. For certain pro rata contracts, the Company may require a detailed loss report for claims that exceed a certain dollar threshold or relate to a particular type of loss. Excess of loss and facultative contracts generally require individual loss reporting with precautionary notices provided when a loss reaches a significant percentage of the attachment point of the contract or when certain causes of loss or types of injury occur. Experienced claims staff handles individual loss reports and supporting claim information. Based on evaluation of a claim, the Company may establish additional case reserves in addition to the case reserves reported by the ceding company. To ensure ceding companies are submitting required and accurate data, Everest’s Underwriting, Claim, Reinsurance Accounting, and Internal Audit Departments perform various reviews of ceding companies, particularly larger ceding companies, including on-site audits.

 

The Company segments both reinsurance and insurance reserves into exposure groupings for actuarial analysis. The Company assigns business to exposure groupings so that the underlying exposures have reasonably homogeneous loss development characteristics and are large enough to facilitate credible estimation of ultimate losses. The Company periodically reviews its exposure groupings and may change groupings over time as business changes. The Company currently uses approximately 200 exposure groupings to develop reserve estimates. One of the key selection characteristics for the exposure groupings is the historical duration of the claims settlement process. Business in which claims are reported and settled relatively quickly are commonly referred to as short tail lines, principally property lines. On the other hand, casualty claims tend to take longer to be reported and settled and casualty lines are generally referred to as long tail lines. Estimates of ultimate losses for shorter tail lines, with the exception of loss estimates for large catastrophic events, generally exhibit less volatility than those for the longer tail lines.

 

The Company uses a variety of actuarial methodologies, such as the expected loss ratio method, chain ladder methods, and Bornhuetter-Ferguson methods, supplemented by judgment where appropriate, to estimate ultimate loss and LAE for each exposure group.

 

Expected Loss Ratio Method: The expected loss ratio method uses earned premium times an expected loss ratio to calculate ultimate losses for a given underwriting or accident year. This method relies entirely on expectation to project ultimate losses with no consideration given to actual losses. As such, it may be appropriate for an immature underwriting or accident year where few, if any, losses have been reported or paid, but less appropriate for a more mature year.

 

Chain Ladder Method: Chain ladder methods use a standard loss development triangle to project ultimate losses. Age-to-age development factors are selected for each development period and combined to calculate age-to-ultimate development factors which are then applied to paid or reported losses to project ultimate losses. This method relies entirely on actual paid or reported losses to project ultimate losses. No other factors such as changes in pricing or other expectations are taken into account. It is most appropriate for groups with homogeneous, stable experience where past development patterns are expected to continue in the future. It is least appropriate for groups which have changed significantly over time or which are more volatile.

 

Bornhuetter-Ferguson Method: The Bornhuetter-Ferguson method is a combination of the expected loss ratio method and the chain ladder method. Ultimate losses are projected based partly on actual paid or reported losses and partly on expectation. Incurred but not reported (IBNR) reserves are calculated using earned premium, an a priori loss ratio, and selected age-to-age development factors and added to actual reported (paid) losses to determine ultimate losses. It is more responsive to actual reported or paid development than the expected loss ratio method but less responsive than the chain ladder method. The reliability of the method depends on the accuracy of the selected a priori loss ratio.

 

Although the Company uses similar actuarial methods for both short tail and long tail lines, the faster reporting of experience for the short tail lines allows the Company to have greater confidence in its estimates of ultimate

F-30


 

losses for short tail lines at an earlier stage than for long tail lines. As a result, the Company utilizes, as well, exposure-based methods to estimate its ultimate losses for longer tail lines, especially for immature underwriting or accident years. For both short and long tail lines, the Company supplements these general approaches with analytically based judgments.

 

Key actuarial assumptions contain no explicit provisions for reserve uncertainty nor does the Company supplement the actuarially determined reserves for uncertainty.

 

Carried reserves at each reporting date are the Company’s best estimate of ultimate unpaid losses and LAE at that date. The Company completes detailed reserve studies for each exposure group annually for both reinsurance and insurance operations. The completed annual reserve studies are “rolled-forward” for each accounting period until the subsequent reserve study is completed. Analyzing the roll-forward process involves comparing actual reported losses to expected losses based on the most recent reserve study. The Company analyzes significant variances between actual and expected losses and post adjustments to its reserves as warranted.

 

Certain reserves, including losses from widespread catastrophic events and COVID-19 related losses, cannot be estimated using traditional actuarial methods. These types of events are reserved for separately using a variety of statistical and actuarial techniques. We estimate losses for these types of events based on information derived from catastrophe models, quantitative and qualitative exposure analyses, reports and communications from ceding companies and development patterns for historically similar events, where available.

 

The Company continues to receive claims under expired insurance and reinsurance contracts asserting injuries and/or damages relating to or resulting from environmental pollution and hazardous substances, including asbestos. Environmental claims typically assert liability for (a) the mitigation or remediation of environmental contamination or (b) bodily injury or property damage caused by the release of hazardous substances into the land, air or water. Asbestos claims typically assert liability for bodily injury from exposure to asbestos or for property damage resulting from asbestos or products containing asbestos.

 

The Company’s reserves include an estimate of the Company’s ultimate liability for A&E claims. The Company’s A&E liabilities emanate from Mt. McKinley Insurance Company’s, a former wholly owned subsidiary that was sold in 2015, direct insurance business and Everest Re’s assumed reinsurance business. All of the contracts of insurance and reinsurance, under which the Company has received claims during the past three years, expired more than 20 years ago. There are significant uncertainties surrounding the Company’s reserves for its A&E losses.

 

F-31


 

A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy. The following table summarizes incurred losses with respect to A&E reserves on both a gross and net of reinsurance basis for the periods indicated:

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Gross basis:

 

 

 

 

 

 

 

 

Beginning of period reserves

$

219,341

 

$

257,921

 

$

347,495

Incurred losses

 

10,862

 

 

1,540

 

 

2,070

Paid losses

 

(55,048)

 

 

(40,120)

 

 

(91,644)

End of period reserves

$

175,155

 

$

219,341

 

$

257,921

 

 

 

 

 

 

 

 

 

Net basis:

 

 

 

 

 

 

 

 

Beginning of period reserves

$

198,255

 

$

228,701

 

$

261,456

Incurred losses

 

-

 

 

(772)

 

 

-

Paid losses

 

(42,139)

 

 

(29,674)

 

 

(32,756)

End of period reserves

$

156,115

 

$

198,255

 

$

228,701

 

In 2015, the Company sold Mt. McKinley to Clearwater Insurance Company, a subsidiary of Fairfax Financial. Concurrently with the closing, the Company entered into a retrocession treaty with an affiliate of Clearwater Insurance Company. Per the retrocession treaty, the Company retroceded 100% of the liabilities associated with certain Mt. McKinley policies, which related entirely to A&E business and had been reinsured by Bermuda Re. As consideration for entering into the retrocession treaty, Everest Re Bermuda transferred cash of $140.3 million, an amount equal to the net loss reserves as of the closing date. The maximum liability retroceded under the retrocession treaty will be $440.3 million, equal to the retrocession payment plus $300.0 million. The Company will retain liability for any amounts exceeding the maximum liability retroceded under the retrocession treaty.

 

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 reinsurance receivable were reduced by $43.4 million. In addition, the maximum liability permitted to be retroceded increased to $450.3 million.

 

Reinsurance Recoverables.

Reinsurance recoverables for both paid unpaid losses totaled $2.1 billion and $2.0 billion at December 31, 2021 and December 31, 2020, respectively. At December 31, 2021, $691.4 million, or 33.7%, was receivable from Mt. Logan Re collateralized segregated accounts; $221.9 million, or 10.8%, was receivable from Munich Reinsurance America, Inc. and $115.1 million, or 5.6%, was recoverable from Endurance Reinsurance Corporation of America. No other retrocessionaire accounted for more than 5% of our receivables.

 

F-32


 

Future Policy Benefit Reserve.

Activity in the reserve for future policy benefits is summarized for the periods indicated:

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Balance at beginning of year

$

37,723

 

$

42,592

 

$

46,778

Liabilities assumed

 

27

 

 

35

 

 

53

Adjustments to reserves

 

719

 

 

(1,113)

 

 

350

Benefits paid in the current year

 

(2,800)

 

 

(3,791)

 

 

(4,589)

Balance at end of year

$

35,669

 

$

37,723

 

$

42,592

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

4. FAIR VALUE

 

GAAP guidance regarding fair value measurements address how companies should measure fair value when they are required to use fair value measures for recognition or disclosure purposes under GAAP and provides a common definition of fair value to be used throughout GAAP. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. In addition, it establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The 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.

 

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. The Company also continually performs quantitative and qualitative analysis of prices, including but not limited to initial and ongoing review of pricing methodologies, review of prices obtained from pricing services and third party investment asset managers, review of pricing statistics and trends, and comparison of prices for certain securities with a secondary price source for reasonableness. 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.

F-33


 

At December 31, 2021, $2.1 billion 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, $1.3 billion 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 December 31, 2021 and December 31, 2020 of $1.3 billion and $784.4 million, respectively. During the fourth quarter of 2021, the Company began to internally manage a portfolio of collateralized loan obligations included in asset-backed securities which had a fair value of $2.0 billion at December 31, 2021. All prices for these securities were obtained from publicly published sources or nationally recognized pricing vendors.

 

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.

 

Fixed maturity securities listed in the tables have been 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 and are derived using unobservable inputs. The Company will value the securities with unobservable inputs using comparable market information or receive fair values from investment managers. The investment managers may obtain non-binding price quotes for the securities from brokers. The single broker quotes are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes. The prices received from brokers are reviewed for reasonableness by the third party asset managers and the Company. If the broker quotes are for foreign denominated securities, the quotes are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

 

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;

F-34


 

 

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.

 

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

 

 

 

 

 

 

Fair Value Measurement Using:

 

 

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

in Active

 

Significant

 

 

 

 

 

 

 

 

Markets for

 

Other

 

Significant

 

 

 

 

 

Identical

 

Observable

 

Unobservable

 

 

 

 

 

Assets

 

Inputs

 

Inputs

(Dollars in thousands)

 

December 31, 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

 

$

1,420,618

 

$

-

 

$

1,420,618

 

$

-

Obligations of U.S. States and political subdivisions

 

 

586,621

 

 

-

 

 

586,621

 

 

-

Corporate securities

 

 

7,556,898

 

 

-

 

 

6,756,324

 

 

800,574

Asset-backed securities

 

 

3,581,729

 

 

-

 

 

2,330,448

 

 

1,251,281

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

1,064,366

 

 

-

 

 

1,064,366

 

 

-

Agency residential

 

 

2,375,332

 

 

-

 

 

2,375,332

 

 

-

Non-agency residential

 

 

6,536

 

 

-

 

 

6,536

 

 

-

Foreign government securities

 

 

1,437,512

 

 

-

 

 

1,437,512

 

 

-

Foreign corporate securities

 

 

4,278,660

 

 

-

 

 

4,262,645

 

 

16,015

Total fixed maturities, market value

 

 

22,308,272

 

 

-

 

 

20,240,402

 

 

2,067,870

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities, fair value

 

 

1,825,908

 

 

1,742,367

 

 

83,541

 

 

-

 

F-35


 

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

 

 

 

 

 

 

Fair Value Measurement Using:

 

 

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

in Active

 

Significant

 

 

 

 

 

 

 

 

Markets for

 

Other

 

Significant

 

 

 

 

 

Identical

 

Observable

 

Unobservable

 

 

 

 

 

Assets

 

Inputs

 

Inputs

(Dollars in thousands)

 

December 31, 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, $286.6 million and $224.7 million of investments within other invested assets on the consolidated balance sheets as of December 31, 2021 and 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.

 

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

 

 

 

 

Total Fixed Maturities, Market Value

 

 

December 31, 2021

 

December 31, 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

 

$

701,492

 

$

623,033

 

$

5,699

 

$

1,330,224

 

$

617,588

 

$

153,641

 

$

1,750

 

$

772,979

Total gains or (losses) (realized/unrealized)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in earnings

 

 

(11,717)

 

 

(6,469)

 

 

399

 

 

(17,787)

 

 

1,216

 

 

681

 

 

(125)

 

 

1,772

Included in other comprehensive income (loss)

 

 

4,008

 

 

(6,603)

 

 

184

 

 

(2,411)

 

 

(1,115)

 

 

11,678

 

 

147

 

 

10,710

Purchases, issuances and settlements

 

 

106,791

 

 

641,320

 

 

9,733

 

 

757,844

 

 

84,840

 

 

457,033

 

 

3,814

 

 

545,687

Transfers in and/or (out) of Level 3

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1,037)

 

 

-

 

 

113

 

 

(924)

Ending balance

 

$

800,574

 

$

1,251,281

 

$

16,015

 

$

2,067,870

 

$

701,492

 

$

623,033

 

$

5,699

 

$

1,330,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

(16,467)

 

$

(7,679)

 

$

-

 

$

(24,146)

 

$

(539)

 

$

-

 

$

-

 

$

(539)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

F-36


 

 

Total Fixed Maturities, Fair Value

 

December 31, 2021

December 31, 2020

 

 

Foreign

 

 

 

 

Foreign

 

 

 

(Dollars in thousands)

 

 

Corporate

 

Total

 

Corporate

 

Total

Beginning balance fixed maturities at market value

 

$

-

 

$

-

 

$

5,826

 

$

5,826

Total gains or (losses) (realized/unrealized)

 

 

 

 

 

 

 

 

 

 

 

 

Included in earnings

 

 

-

 

 

-

 

 

(919)

 

 

(919)

Included in other comprehensive income (loss)

 

 

-

 

 

-

 

 

-

 

 

-

Purchases, issuances and settlements

 

 

-

 

 

-

 

 

(4,907)

 

 

(4,907)

Transfers in and/or (out) of Level 3

 

 

-

 

 

-

 

 

-

 

 

-

Ending balance

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

The amount of total gains or losses for the period

 

 

 

 

 

 

 

 

 

 

 

 

included in earnings (or changes in net assets)

 

 

 

 

 

 

 

 

 

 

 

 

attributable to the change in unrealized gains

 

 

 

 

 

 

 

 

 

 

 

 

or losses relating to assets still held

 

 

 

 

 

 

 

 

 

 

 

 

at the reporting date

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

The net transfers to/(from) Level 3, fair value measurements using significant unobservable inputs for fixed maturities, market value were $(0.9) million as of December 31, 2020. The transfers during 2020 were related to securities that were previously priced using a recognized pricing service and were subsequently priced by investment managers as of December 31, 2020.

 

The net transfers to/(from) Level 3, fair value measurements using significant unobservable inputs for equity securities, fair value were ($9.9) million for 2020. The transfer of ($9.9) million was related to preferred stock in a private entity purchased during the second quarter of 2020 which was priced at cost originally and was subsequently priced based upon the book value of the underlying private entity as of December 31, 2020. There were no such transfers during 2021.

 

5. CREDIT FACILITIES

 

The Company has multiple active letter of credit facilities for a total commitment of up to $1.2 billion as of December 31, 2021, providing for the issuance of letters of credit. The Company also has additional uncommitted letter of credit facilities of up to $340.0 million which may be accessible via written request and corresponding authorization from the applicable lender. There is no guarantee the uncommitted capacity will be available to us on a future date. The following table presents the interest and fees incurred in connection with these committed credit facilities for the periods indicated:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Credit facility interest and fees incurred - Wells Fargo Bank

$

175

 

$

664

 

$

420

 

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, 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.

 

F-37


 

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 other collateralized letter of credit facilities such as those described below. As a result of the non-renewal in May 2021, letter of credit commitment/availability in the 2016 Group Credit Facility as of December 21, 2021 is limited only to the remaining $39.2 million of letters of credit currently in force and scheduled to expire in 2022. No additional letters of credit will be issued under the 2016 Group Credit Facility, and the facility will be dormant once the remaining letters of credit have expired. As of December 31, 2021, the Company was in compliance with all Group Credit Facility covenants.

 

On March 25, 2020, Group borrowed $50.0 million under Tranche one of the credit facility as an unsecured revolving credit loan. The loan was fully paid off on June 26, 2020. There were no revolving credit borrowings from the facility during the year ended 2019.

 

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

 

(Dollars in thousands)

 

 

 

At December 31, 2021

 

At December 31, 2020

Bank

 

 

 

Commitment

 

In Use

 

Date of Expiry

 

Commitment

 

In Use

 

Date of Expiry

Wells Fargo Bank Group Credit Facility

 

 

 

$

39,198

 

$

39,198

 

12/30/2022

 

$

200,000

 

$

164,242

 

12/31/2021

 

 

 

 

 

 

 

 

-

 

 

 

 

600,000

 

 

589,690

 

12/31/2021

Total Wells Fargo Bank Group Credit Facility

 

 

 

$

39,198

 

$

39,198

 

 

 

$

800,000

 

$

753,932

 

 

 

Bermuda Re Wells Fargo Bilateral 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 Bilateral Letter of Credit Facility.” The Bermuda Re Wells Fargo Bilateral 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 December 31, 2021

Bank

 

Commitment

 

In Use

 

Date of Expiry

Bermuda Re Wells Fargo Bank Bilateral Letter of Credit Facility

 

$

500,000

 

$

351,497

 

12/30/2022

Total Bermuda Re Wells Fargo Bank Bilateral Letter of Credit Facility

 

$

500,000

 

$

351,497

 

 

 

 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 that was effective December 31, 2020. Both of these are referred to as the “Bermuda Re 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 to $140.0 million, which may be accessible via written request by the Company and corresponding authorization from Citibank N.A.

 

F-38


 

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

 

(Dollars in thousands)

 

At December 31, 2021

 

At December 31, 2020

Bank

 

Commitment

 

In Use

 

Date of Expiry

 

Commitment

 

In Use

 

Date of Expiry

Bermuda Re Citibank LOC Facility- Committed

 

$

230,000

 

$

4,425

 

02/28/2022

 

$

200,000

 

$

4,425

 

02/28/2021

 

 

 

 

 

 

925

 

03/01/2022

 

 

 

 

 

3,672

 

11/24/2021

 

 

 

 

 

 

1,264

 

11/24/2022

 

 

 

 

 

448

 

12/16/2021

 

 

 

 

 

 

423

 

12/16/2022

 

 

 

 

 

115

 

12/20/2021

 

 

 

 

 

 

146

 

12/20/2022

 

 

 

 

 

136,383

 

12/31/2021

 

 

 

 

 

 

216,622

 

12/31/2022

 

 

 

 

 

39,619

 

12/30/2024

 

 

 

 

 

 

473

 

01/21/2023

 

 

 

 

 

821

 

08/15/2022

 

 

 

 

 

 

985

 

08/15/2023

 

 

 

 

 

-

 

 

 

 

 

 

 

 

1,234

 

09/23/2023

 

 

 

 

 

-

 

 

Bermuda Re Citibank LOC Facility - Uncommitted

 

 

140,000

 

 

84,203

 

12/31/2022

 

 

 

 

 

-

 

 

 

 

 

 

 

 

22,731

 

12/30/2025

 

 

 

 

 

-

 

 

Total Bermuda Re Citibank LOC Facility

 

$

370,000

 

$

333,429

 

 

 

$

200,000

 

$

185,483

 

 

 

Everest International Lloyds Bank Credit Facility

 

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

 

However, the Everest International Credit Facility was terminated effective December 20, 2021. As a result, the Everest International Credit Facility no longer has any letter of credit commitment or availability as of that date, and there are no remaining letters of credit in force under the facility.

 

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

 

(Dollars in thousands)

 

At December 31, 2021

 

At December 31, 2020

Bank

 

Commitment

 

In Use

 

Date of Expiry

 

Commitment

 

In Use

 

Date of Expiry

Everest International Credit Facility

 

£

-

 

£

-

 

 

 

£

52,175

 

£

52,175

 

12/31/2024

Total Everest International Credit Facility

 

£

-

 

£

-

 

 

 

£

52,175

 

£

52,175

 

 

 

Bermuda Re Bayerische Landesbank Bilateral Credit Facility

 

Effective August 27, 2021 Bermuda Re entered into a letter of credit issuance facility with Bayerische Landesbank, an agreement referred to as the “Bermuda Re Bayerische Landesbank Bilateral Credit Facility”. The Bermuda Re Bayerische Landesbank Bilateral Credit Facility provides for the committed issuance of up to $200.0 million of secured letters of credit.

 

 

(Dollars in thousands)

 

At December 31, 2021

Bank

 

Commitment

 

In Use

 

Date of Expiry

Bermuda Re Bayerische Landesbank Bilateral Letter of Credit Facility

 

$

200,000

 

$

154,691

 

12/31/2022

Total Bermuda Re Bayerische Landesbank Bilateral Letter of Credit Facility

 

$

200,000

 

$

154,691

 

 

 

Bermuda Re Lloyd’s Bank Credit Facility.

 

Effective October 8, 2021 Bermuda Re entered into a letter of credit issuance facility with Lloyd’s Bank Corporate Markets PLC, an agreement referred to as the “Bermuda Re Lloyd’s Bank Credit Facility”. The Bermuda Re Lloyd’s Bank Credit Facility provides for the committed issuance of up to $50.0 million of secured letters of credit, and subject to credit approval a maximum total facility amount of $250.0 million.

 

 

F-39


 

(Dollars in thousands)

 

At December 31, 2021

Bank

 

Commitment

 

In Use

 

Date of Expiry

Bermuda Re Lloyd's Bank Credit Facility

 

$

50,000

 

$

46,008

 

12/31/2022

Total Bermuda Re Lloyd's Bank Credit Facility

 

$

50,000

 

$

46,008

 

 

 

 

Bermuda Re Barclays Bank Credit Facility.

 

Effective November 3, 2021 Bermuda Re entered into a letter of credit issuance facility with Barclays Bank PLC, an agreement referred to as the “Bermuda Re Barclays Credit Facility”. The Bermuda Re Barclays Credit Facility provides for the committed issuance of up to $200.0 million of secured letters of credit.

 

 

(Dollars in thousands)

 

At December 31, 2021

Bank

 

Commitment

 

In Use

 

Date of Expiry

Bermuda Re Barclays Bilateral Letter of Credit Facility

 

$

200,000

 

$

186,299

 

12/31/2022

Total Bermuda Re Barclays Bilateral Letter of Credit Facility

 

$

200,000

 

$

186,299

 

 

 

Federal Home Loan Bank Membership

 

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 December 31, 2021, Everest Re had admitted assets of approximately $20.3 billion which provides borrowing capacity of up to approximately $2.0 billion. As of December 31, 2021, Everest Re has $519.0 million of borrowings outstanding, with maturities in 2022 and interest payable at interest rates between 0.53% and 0.65%. Everest incurred interest expense of $1.2 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. The FHLBNY membership agreement requires that 4.5% of borrowed funds be used to acquire additional membership stock.

 

 

6. SENIOR NOTES

 

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

 

 

 

 

 

 

 

 

 

December 31, 2021

 

December 31, 2020

 

 

 

 

 

 

Principal

 

Consolidated Balance

 

 

 

 

Consolidated Balance

 

 

 

(Dollars in thousands)

Date Issued

 

Date Due

 

 

Amounts

 

Sheet Amount

 

Market Value

 

Sheet Amount

 

Market Value

4.868% Senior Notes

6/5/2014

 

6/1/2044

 

$

400,000

 

$

397,314

 

$

503,840

 

$

397,194

 

$

528,000

3.5% Senior Notes

10/7/2020

 

10/15/2050

 

 

1,000,000

 

 

980,046

 

 

1,054,520

 

 

979,524

 

 

1,138,100

3.125% Senior Notes

10/4/2021

 

10/15/2052

 

 

1,000,000

 

 

968,440

 

 

983,140

 

 

-

 

 

-

 

 

 

 

 

$

2,400,000

 

$

2,345,800

 

$

2,541,500

 

$

1,376,718

 

$

1,666,100

 

On October 4, 2021, Holdings issued $1.0 billion 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.

 

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

 

 

 

 

 

 

Years Ended December 31,

(Dollars in thousands)

 

Interest Paid

 

Payable Dates

 

2021

 

2020

 

2019

4.868% Senior Notes

 

semi-annually

 

June 1/December 1

 

$

19,472

 

$

19,472

 

$

19,472

3.5% Senior Notes

 

semi-annually

 

April 15/October 15

 

 

35,221

 

 

8,115

 

 

-

3.125% Senior Notes

 

semi-annually

 

April 15/October 15

 

 

7,635

 

 

-

 

 

-

 

 

 

 

 

 

$

62,328

 

$

27,587

 

$

19,472

 

F-40


 

7. 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

 

December 31, 2021

 

December 31, 2020

 

 

 

Original

 

 

 

 

 

Consolidated Balance

 

 

 

 

Consolidated Balance

 

 

 

(Dollars in thousands)

Date Issued

 

Principal Amount

 

Scheduled

 

Final

 

Sheet Amount

 

Market Value

 

Sheet Amount

 

Market Value

Long term subordinated notes

4/26/2007

 

$

400,000

 

5/15/2037

 

5/1/2067

 

$

223,774

 

$

216,289

 

$

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 November 16, 2021 to February 15, 2022 is 2.54%.

 

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 $13.2 million of its outstanding long term subordinated notes for the year ended December 31, 2020. The Company realized a gain of $2.5 million from the repurchase of the long term subordinated notes for the year ended 2020.

 

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.

 

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

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Interest expense incurred

$

5,818

 

$

7,645

 

$

11,587

 

8. 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 December 31, 2021, the total amount on deposit in trust accounts was $1.7 billion.

 

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.

 

F-41


 

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.

 

 

 

 

 

 

 

 

Years Ended December 31,

Mt. Logan Re Segregated Accounts

 

2021

 

2020

 

2019

(Dollars in thousands)

 

 

 

 

 

 

Ceded written premiums

 

341,460

 

303,178

 

291,979

Ceded earned premiums

 

332,989

 

306,184

 

294,762

Ceded losses and LAE

 

282,233

 

241,347

 

187,192

 

 

 

 

 

 

 

Assumed written premiums

 

12,120

 

18,831

 

17,005

Assumed earned premiums

 

12,120

 

18,831

 

17,005

 

Each segregated account is permitted to assume net risk exposures equal to the amount of its available posted collateral, which in the aggregate was $930.0 million and $806.6 million at December 31, 2021 and 2020, respectively. Of this amount, Group had investments recorded at $66.3 million and $67.6 million at December 31, 2021 and 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 December 31, 2021 and 2020, the Company has a reinsurance recoverable of $206.1 million and $254.9 million, respectively. In addition the Company has a deferred gain liability of $15.5 million and $38.8 million as of December 31, 2021 and 2020, respectively, reported in Other liabilities.

 

F-42


 

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 December 31, 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.

 

F-43


 

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

 

 

 

 

 

 

$

2,325,000

 

9. LEASES

 

The Company enters into lease agreements for real estate that is primarily used for office space in the ordinary course of business. These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease. Most leases include an option to extend or renew the lease term. The exercise of the renewal is at the Company’s discretion. The operating lease liability includes lease payments related to options to extend or renew the lease term if the Company is reasonably certain of exercise those options. The Company, in determining the present value of lease payments utilizes either the rate implicit in the lease if that rate is readily determinable or the Company’s incremental secured borrowing rate commensurate with terms of the underlying lease.

 

Supplemental information related to operating leases is as follows for the periods indicated:

 

 

Year Ended December 31,

(Dollars in thousands)

 

2021

 

 

2020

Lease expense incurred:

 

 

 

 

 

Operating lease cost

$

26,540

 

$

32,508

 

 

At December 31,

(Dollars in thousands)

 

2021

 

 

2020

Operating lease right of use assets

$

138,942

 

$

149,125

Operating lease liabilities

 

157,729

 

 

165,292

 

 

Year Ended December 31,

(Dollars in thousands)

 

2021

 

 

2020

Operating cash flows from operating leases

$

(18,294)

 

$

(20,594)

 

F-44


 

 

At December 31,

 

2021

 

 

2020

 

Weighted average remaining operating lease term

11.6 years

 

 

12.3 years

 

Weighted average discount rate on operating leases

4.08

%

 

4.10

%

 

Maturities of the existing lease liabilities are expected to occur as follows:

 

(Dollars in thousands)

 

 

2022

$

20,865

2023

 

20,238

2024

 

20,016

2025

 

17,025

2026

 

15,805

Thereafter

 

108,793

Undiscounted lease payments

 

202,742

Less: present value adjustment

 

45,013

Total operating lease liability

$

157,729

 

On July 2, 2019, the Company entered into a lease agreement to relocate its U.S. corporate offices from Liberty Corner, New Jersey to Warren, New Jersey. The new lease, which covers approximately 315,000 square feet of office space, became effective in October, 2019 and runs through 2036. The initial base rent payment of the lease will be approximately $650 thousand per month or $7.8 million per year. The Company relocated the existing operations and employees of the Liberty Corner, New Jersey facility to the new corporate complex as of December, 2020.

 

10. INCOME TAXES

 

Under Bermuda law, no income or capital gains taxes are imposed on Group and its Bermuda Subsidiaries. The Minister of Finance of Bermuda has assured Group and its Bermuda subsidiaries that, pursuant to The Exempted Undertakings Tax Protection Amendment Act of 2011, they will be exempt until 2035 from imposition of any such taxes.

 

All of the income of Group's non-Bermuda subsidiaries is subject to the applicable federal, foreign, state, and local taxes on corporations. Additionally, the income of the foreign branches of the Company's insurance operating companies, in particular the UK branch of Bermuda Re, is subject to various rates of income tax. Group's U.S. subsidiaries conduct business in and are subject to taxation in the U.S. Should the U.S. subsidiaries distribute current or accumulated earnings and profits in the form of dividends or otherwise, the Company would be subject to an accrual of 5% U.S. withholding tax. Currently, however, no withholding tax has been accrued with respect to such un-remitted earnings as management has no intention of remitting them. The cumulative amount that would be subject to withholding tax, if distributed, is not practicable to compute. The provision for income taxes in the consolidated statement of operations and comprehensive income (loss) has been determined in accordance with the individual income of each entity and the respective applicable tax laws. The provision reflects the permanent differences between financial and taxable income relevant to each entity.

 

The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, enacted on March 27, 2020, provided that U.S. companies could carryback for five years net operating losses incurred in 2018, 2019 and/or 2020. This beneficial tax provision in the CARES Act enabled the Company to carryback its significant 2018 net operating losses to prior tax years with higher effective tax rates of 35% versus 21% in 2018 and later years. As a result, the Company was able to record a net income tax benefit from the five-year carryback of $32.5 million and obtain federal income tax cash refunds of $182.5 million including interest in 2020.

 

The significant components of the provision are as follows for the periods indicated:

 

F-45


 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Current tax expense (benefit):

 

 

 

 

 

 

 

 

U.S.

$

123,876

 

$

(107,757)

 

$

(5,044)

Non-U.S.

 

2,038

 

 

2,948

 

 

14,420

Total current tax expense (benefit)

 

125,914

 

 

(104,809)

 

 

9,376

Deferred tax expense (benefit):

 

 

 

 

 

 

 

 

U.S.

 

37,597

 

 

178,523

 

 

80,247

Non-U.S.

 

3,027

 

 

(2,516)

 

 

(97)

Total deferred tax expense (benefit)

 

40,624

 

 

176,007

 

 

80,150

 

 

 

 

 

 

 

 

 

Total income tax expense (benefit)

$

166,538

 

$

71,198

 

$

89,526

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

The weighted average expected tax provision has been calculated using the pre-tax income (loss) in each jurisdiction multiplied by that jurisdiction's applicable statutory tax rate. Reconciliation of the difference between the provision for income taxes and the expected tax provision at the weighted average tax rate for the periods indicated is provided below:

 

 

Years Ended December 31,

 

2021

 

2020

 

2019

(Dollars in thousands)

U.S.

 

Non-U.S.

 

U.S.

 

Non-U.S.

 

U.S.

 

Non-U.S.

Underwriting gain (loss)

$

(83,159)

 

$

306,933

 

$

24,041

 

$

(277,852)

 

$

38,964

 

$

297,199

Net investment income

 

707,971

 

 

456,921

 

 

339,721

 

 

302,744

 

 

325,179

 

 

321,960

Net realized capital gains (losses)

 

266,036

 

 

(8,094)

 

 

234,970

 

 

32,679

 

 

155,609

 

 

29,394

Net derivative gain (loss)

 

-

 

 

2,965

 

 

-

 

 

1,541

 

 

-

 

 

6,374

Corporate expenses

 

(33,334)

 

 

(34,493)

 

 

(15,985)

 

 

(25,133)

 

 

(13,063)

 

 

(19,903)

Interest, fee and bond issue cost amortization expense

 

(69,974)

 

 

(175)

 

 

(35,659)

 

 

(664)

 

 

(34,931)

 

 

3,239

Other income (expense)

 

23,315

 

 

10,709

 

 

(14,656)

 

 

19,602

 

 

(1,976)

 

 

(9,057)

Pre-tax income (loss)

$

810,855

 

$

734,766

 

$

532,432

 

$

52,917

 

$

469,782

 

$

629,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected tax provision at the applicable statutory rate(s)

 

170,170

 

 

14,358

 

 

111,846

 

 

(10,356)

 

 

98,766

 

 

17,205

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax exempt income

 

(3,927)

 

 

-

 

 

(3,598)

 

 

-

 

 

(3,680)

 

 

-

Dividend received deduction

 

(840)

 

 

-

 

 

(1,100)

 

 

-

 

 

(998)

 

 

-

Proration

 

1,048

 

 

-

 

 

1,049

 

 

-

 

 

1,050

 

 

-

Affiliated preferred stock dividends

 

6,517

 

 

-

 

 

6,517

 

 

-

 

 

6,517

 

 

-

Creditable foreign premium tax

 

(13,392)

 

 

-

 

 

(11,513)

 

 

-

 

 

(9,852)

 

 

-

Tax audit settlement

 

-

 

 

-

 

 

-

 

 

-

 

 

(1,576)

 

 

-

Share based compensation tax benefits formerly in APIC

 

(1,950)

 

 

(232)

 

 

(2,605)

 

 

(388)

 

 

(2,984)

 

 

(373)

Impact of CARES Act

 

-

 

 

-

 

 

(32,500)

 

 

-

 

 

-

 

 

-

Valuation allowance

 

324

 

 

(9,796)

 

 

277

 

 

15,144

 

 

138

 

 

3,772

Change in uncertain tax positions

 

-

 

 

-

 

 

-

 

 

-

 

 

(8,434)

 

 

-

Other

 

3,523

 

 

735

 

 

2,393

 

 

(3,968)

 

 

(3,744)

 

 

(6,281)

Total income tax provision

$

161,473

 

$

5,065

 

$

70,766

 

$

432

 

$

75,203

 

$

14,323

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

F-46


 

Reconciliation of the beginning and ending unrecognized tax benefits, for the periods indicated, is as follows:

 

(Dollars in thousands)

2021

 

2020

 

2019

Balance at January 1

$

-

 

$

-

 

$

8,434

Additions based on tax positions related to the current year

 

-

 

 

-

 

 

-

Additions for tax positions of prior years

 

-

 

 

-

 

 

-

Reductions for tax positions of prior years

 

-

 

 

-

 

 

(8,434)

Settlements with taxing authorities

 

-

 

 

-

 

 

-

Lapses of applicable statutes of limitations

 

-

 

 

-

 

 

-

Balance at December 31

$

-

 

$

-

 

$

-

 

At December 31, 2021, the Company’s unrecognized tax benefits, excluding interest and penalties, that would impact the effective tax rate was $0 million.

 

Interest and penalties related to unrecognized tax benefits are recognized in income tax expense. At December 31, 2021, the Company accrued $0 million for the payment of interest (net of the federal benefit) and penalties. At December 31, 2020 and 2019, there were no accrued liabilities, respectively, for the payment of interest and penalties.

 

The Company’s 2014 through 2018 U.S. tax years are under audit by the IRS. To date, the Company has received only one notice of proposed adjustment for an immaterial amount of tax for the 2014 tax year. Also, the Company proposed affirmative beneficial income tax return adjustments to the IRS at the start of the 2014 audit. Subsequent to the Company’s CARES Act net operating loss carryback, the Company received a tax refund of $16.3 million of recaptured foreign tax credits related to the affirmative adjustments. In addition, tax years 2019 and 2020 are open for examination by the U.S. Federal jurisdiction.

 

To date, the Company has not received any additional Information Document Requests (“IDRs”) or notices of proposed adjustment for 2015 to 2018. The Company had filed amended tax returns requesting refunds for 2015 and 2016 for $1.5 million and $4.7 million, respectively.

 

F-47


 

Deferred Income taxes reflect the tax effect of the temporary differences between the value of assets and liabilities for financial statement purposes and such values are measured by the U.S. tax laws and regulations. The principal items making up the net deferred income tax assets/(liabilities) are as follows for the periods indicated:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

Deferred tax assets:

 

 

 

 

 

Loss reserves

$

129,861

 

$

96,840

Unearned premium reserves

 

107,724

 

 

85,028

Lease liability

 

30,885

 

 

31,989

Foreign tax credits

 

21,787

 

 

46,109

Net operating loss carryforward

 

20,228

 

 

33,504

Net unrealized losses on benefit plans

 

13,395

 

 

19,636

Equity compensation

 

7,558

 

 

7,367

Investment impairments

 

6,160

 

 

1,121

Unrealized foreign currency losses

 

4,486

 

 

603

Uncollectible reinsurance reserves

 

3,142

 

 

3,142

Other tax credits

 

213

 

 

4,591

Other assets

 

8,973

 

 

7,285

Total deferred tax assets

 

354,412

 

 

337,215

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

Deferred acquisition costs

 

99,395

 

 

79,994

Net fair value income

 

97,974

 

 

75,692

Partnership investments

 

56,699

 

 

26,119

Net unrealized investment gains

 

36,615

 

 

90,268

Right of use asset

 

27,111

 

 

28,822

Benefit plan asset

 

1,667

 

 

1,765

Other liabilities

 

9,963

 

 

6,710

Total deferred tax liabilities

 

329,424

 

 

309,370

 

 

 

 

 

 

Net deferred tax assets

 

24,988

 

 

27,845

Less: Valuation allowance

 

(17,765)

 

 

(28,805)

Total net deferred tax assets/(liabilities)

$

7,223

 

$

(960)

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

At December 31, 2021 and 2020, the Company had $17.8 million and $28.8 million of Valuation Allowance (“VA”), respectively. The majority of the VA relates to the Company’s UK operations and were due primarily to net operating losses incurred in 2020 as a result of market conditions and COVID 19. The VA is a result of our conclusion under US GAAP accounting principles, that the UK, Netherlands, and U.S. jurisdictions could not demonstrate that it was more likely than not that the related deferred tax assets will be realized. This was primarily due to factors such as cumulative losses in recent years and the inability to demonstrate profits within the specific jurisdictions related to recent changes in market conditions. During the year ended December 31, 2021, the Company recorded an overall decrease in its valuation allowance of approximately $11.0 million, primarily due to utilization of UK and Canadian NOLs. Tax effected UK NOLs of $16.7 million do not expire. Tax effected Swiss NOLs of $2.5 million begin to expire in 2028. Tax effected Netherland NOLs of $0.2 million begin to expire in 2027. Tax effected U.S. Separate Return Limitation Year NOLs of $0.8 million begin to expire in 2037.

 

Due to the passage of the CARES Act in 2020, which allowed for a five-year carryback of NOLs, as of December 31, 2020 the Company no longer has a Consolidated U.S. NOL carryforward Without the Consolidated U.S. NOL carryforward, the Company was able to utilize a significant amount of U.S. Foreign Tax Credits (“FTCs”) in both 2019 and 2020. As a result, its FTC carryforwards were significantly reduced at December 31, 2020 to only

F-48


 

$46.1 million. The remaining FTC carryforwards as of December 31, 2021 begin to expire in 2028 related to our branch basket.

 

The Company follows ASU 2016-09 in regard to the treatment of the tax effects of share-based compensation transactions. ASU 2016-09 required that the income tax effects of restricted stock vestings and stock option exercises resulting from the change in value of share based compensation awards between the grant date and settlement (vesting/exercise) date be recorded as part of income tax expense (benefit) within the consolidated statements of operations and comprehensive income (loss). Per ASU 2016-09, the Company recorded excess tax benefits of $2.2 million, $3.0 million and $3.5 million related to restricted stock vestings and stock option exercises as part of income tax expense (benefit) within the consolidated statements of operations and comprehensive income (loss) in 2021, 2020 and, 2019, respectively.

 

ASU 2016-09 does not impact the accounting treatment of tax benefits related to dividends on restricted stock. The tax benefits related to the payment of dividends on restricted stock have been recorded as part of additional paid-in capital in the shareholders' equity section of the consolidated balance sheets in all years. The tax benefits related to the payment of dividends on restricted stock were $611 thousand, $583 thousand and $484 thousand in 2021, 2020 and 2019, respectively.

 

For the year ended December 31, 2021, the Company considers our earnings within each jurisdiction to be indefinitely reinvested. Should the subsidiaries distribute current or accumulated earnings and profits in the form of dividends or otherwise, the Company would be subject to withholding taxes. The cumulative amount that would be subject to withholding tax, if distributed, is not practicable to compute.

 

11. REINSURANCE

 

The Company utilizes reinsurance agreements to reduce its exposure to large claims and catastrophic loss occurrences. These agreements provide for recovery from reinsurers of a portion of losses and LAE under certain circumstances without relieving the Company of its underlying obligations to the policyholders. Losses and LAE incurred and premiums earned are reported after deduction for reinsurance. In the event that one or more of the reinsurers were unable to meet their obligations under these reinsurance agreements, the Company would not realize the full value of the reinsurance recoverable balances. The Company's procedures include carefully selecting its reinsurers, structuring agreements to provide collateral funds where necessary, and regularly monitoring the financial condition and ratings of its reinsurers. Reinsurance recoverables include balances due from reinsurance companies and are presented net of an allowance for uncollectible reinsurance. Reinsurance recoverables include an estimate of the amount of gross losses and loss adjustment expense reserves that may be ceded under the terms of the reinsurance agreements, including incurred but not reported unpaid losses. The Company’s estimate of losses and loss adjustment expense reserves ceded to reinsurers is based on assumptions that are consistent with those used in establishing the gross reserves for amounts the Company owes to its claimants. The Company estimates its ceded reinsurance receivable based on the terms of any applicable facultative and treaty reinsurance, including an estimate of how incurred but not reported losses will ultimately be ceded under reinsurance agreements. Accordingly, the Company’s estimate of reinsurance recoverables is subject to similar risks and uncertainties as the estimate of the gross reserve for unpaid losses and loss adjustment expenses. The Company may hold partial collateral, including letters of credit and funds held, under these agreements. See also Note 1C, Note 3 and Note 8.

 

Balances are considered past due when amounts that have been billed are not collected within contractually stipulated time periods, generally 30, 60 or 90 days. To manage reinsurer credit risk, a reinsurance security review committee evaluates the credit standing, financial performance, management and operational quality of each potential reinsurer. In placing reinsurance, the Company considers the nature of the risk reinsured, including the expected liability payout duration, and establishes limits tiered by reinsurer credit rating.

 

F-49


 

Where its contracts permit, the Company secures future claim obligations with various forms of collateral or other credit enhancement, including irrevocable letters of credit, secured trusts, funds held accounts and group wide offsets.

 

See Note 1C for discussion of allowance on reinsurance recoverables.

 

Insurance companies, including reinsurers, are regulated and hold risk-based capital to mitigate the risk of loss due to economic factors and other risks. Non-U.S. reinsurers are either subject to a capital regime substantively equivalent to domestic insurers or we hold collateral to support collection of reinsurance receivable. As a result, there is limited history of losses from insurer defaults.

 

The Company expects the impact of the COVID-19 pandemic to reinsurers to be somewhat mitigated by their regulated capital and liquidity positions. The ultimate impact to the Company's financial statements could vary significantly from our estimates depending on the duration and severity of the pandemic, the duration and severity of the economic downturn and the degree to which federal, state and local government actions to mitigate the economic impact of COVID-19 are effective.

 

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

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Written premiums:

 

 

 

 

 

 

 

 

Direct

$

3,987,875

 

$

3,217,999

 

$

2,783,036

Assumed

 

9,061,881

 

 

7,264,362

 

 

6,350,328

Ceded

 

(1,604,251)

 

 

(1,365,378)

 

 

(1,308,940)

Net written premiums

$

11,445,505

 

$

9,116,983

 

$

7,824,424

 

 

 

 

 

 

 

 

 

Premiums earned:

 

 

 

 

 

 

 

 

Direct

$

3,588,926

 

$

3,028,095

 

$

2,551,662

Assumed

 

8,315,072

 

 

7,054,680

 

 

6,059,222

Ceded

 

(1,497,557)

 

 

(1,401,262)

 

 

(1,207,198)

Net premiums earned

$

10,406,441

 

$

8,681,513

 

$

7,403,686

 

 

 

 

 

 

 

 

 

Incurred losses and LAE:

 

 

 

 

 

 

 

 

Direct

$

2,384,960

 

$

2,141,065

 

$

1,618,686

Assumed

 

5,741,109

 

 

5,163,946

 

 

3,923,298

Ceded

 

(734,816)

 

 

(754,174)

 

 

(619,086)

Net incurred losses and LAE

$

7,391,253

 

$

6,550,837

 

$

4,922,898

 

F-50


 

12. OTHER COMPREHENSIVE INCOME (LOSS)

 

The following table presents the components of comprehensive income (loss) in the consolidated statements of operations for the periods indicated:

 

 

Years Ended December 31,

 

2021

 

2020

 

2019

(Dollars in thousands)

Before Tax

 

Tax Effect

 

Net of Tax

 

Before Tax

 

Tax Effect

 

Net of Tax

 

Before Tax

 

Tax Effect

 

Net of Tax

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

$

(547,690)

 

$

59,312

 

$

(488,378)

 

$

462,939

 

$

(39,729)

 

$

423,210

 

$

547,539

 

$

(49,665)

 

$

497,874

URA(D) on securities - OTTI

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1,559)

 

 

115

 

 

(1,444)

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

 

5,347

 

 

(1,731)

 

 

3,616

 

 

2,253

 

 

(5,729)

 

 

(3,476)

 

 

(13,129)

 

 

516

 

 

(12,613)

Foreign currency translation adjustments

 

(64,421)

 

 

2,330

 

 

(62,091)

 

 

90,142

 

 

(3,815)

 

 

86,327

 

 

18,585

 

 

(4,555)

 

 

14,030

Benefit plan actuarial net gain (loss)

 

7,912

 

 

(1,661)

 

 

6,251

 

 

(7,107)

 

 

1,492

 

 

(5,615)

 

 

(15,938)

 

 

3,347

 

 

(12,591)

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

 

21,807

 

 

(4,580)

 

 

17,227

 

 

7,974

 

 

(1,674)

 

 

6,300

 

 

6,902

 

 

(1,449)

 

 

5,453

Total other comprehensive income (loss)

$

(577,045)

 

$

53,670

 

$

(523,375)

 

$

556,201

 

$

(49,455)

 

$

506,746

 

$

542,400

 

$

(51,691)

 

$

490,709

 

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

 

 

Years Ended

 

 

 

 

December 31,

 

Affected line item within the statements of

AOCI component

 

2021

 

2020

 

operations and comprehensive income (loss)

(Dollars in thousands)

 

 

 

 

 

 

 

 

URA(D) on securities

 

$

5,347

 

$

2,253

 

Other net realized capital gains (losses)

 

 

 

(1,731)

 

 

(5,729)

 

Income tax expense (benefit)

 

 

$

3,616

 

$

(3,476)

 

Net income (loss)

 

 

 

 

 

 

 

 

 

Benefit plan net gain (loss)

 

$

21,807

 

$

7,974

 

Other underwriting expenses

 

 

 

(4,580)

 

 

(1,674)

 

Income tax expense (benefit)

 

 

$

17,227

 

$

6,300

 

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:

 

 

Years Ended

 

December 31,

(Dollars in thousands)

2021

 

2020

Beginning balance of URA (D) on securities

$

724,159

 

$

304,425

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

 

(484,762)

 

 

419,734

Ending balance of URA (D) on securities

 

239,397

 

 

724,159

 

 

 

 

 

 

Beginning balance of foreign currency translation adjustments

 

(115,390)

 

 

(201,717)

Current period change in foreign currency translation adjustments

 

(62,091)

 

 

86,327

Ending balance of foreign currency translation adjustments

 

(177,481)

 

 

(115,390)

 

 

 

 

 

 

Beginning balance of benefit plan net gain (loss)

 

(73,870)

 

 

(74,556)

Current period change in benefit plan net gain (loss)

 

23,478

 

 

685

Ending balance of benefit plan net gain (loss)

 

(50,392)

 

 

(73,870)

 

 

 

 

 

 

Ending balance of accumulated other comprehensive income (loss)

$

11,523

 

$

534,899

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

13. EMPLOYEE BENEFIT PLANS

 

Defined Benefit Pension Plans.

The Company maintains both qualified and non-qualified defined benefit pension plans for its U.S. employees employed prior to April 1, 2010. Generally, the Company computes the benefits based on average earnings over

F-51


 

a period prescribed by the plans and credited length of service. The Company’s non-qualified defined benefit pension plan provided compensating pension benefits for participants whose benefits have been curtailed under the qualified plan due to Internal Revenue Code limitations. Effective January 1, 2018, participants of the Company’s non-qualified defined benefit pension plan may no longer accrue additional service benefits.

 

Although not required to make contributions under IRS regulations, the following table summarizes the Company’s contributions to the defined benefit pension plans for the periods indicated:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Company contributions

$

3,821

 

$

6,825

 

$

4,750

 

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

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Pension expense

$

3,388

 

$

8,429

 

$

10,042

 

The following table summarizes the status of these defined benefit plans for U.S. employees for the periods indicated:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

Change in projected benefit obligation:

 

 

 

 

 

Benefit obligation at beginning of year

$

404,471

 

$

355,356

Service cost

 

10,637

 

 

9,522

Interest cost

 

8,253

 

 

10,112

Actuarial (gain)/loss

 

(8,587)

 

 

43,595

Curtailment

 

-

 

 

-

Benefits paid

 

(12,147)

 

 

(14,115)

Projected benefit obligation at end of year

 

402,626

 

 

404,471

 

 

 

 

 

 

Change in plan assets:

 

 

 

 

 

Fair value of plan assets at beginning of year

 

354,464

 

 

301,467

Actual return on plan assets

 

31,166

 

 

60,286

Actual contributions during the year

 

3,821

 

 

6,825

Administrative expenses paid

 

-

 

 

-

Benefits paid

 

(12,147)

 

 

(14,115)

Fair value of plan assets at end of year

 

377,303

 

 

354,464

 

 

 

 

 

 

Funded status at end of year

$

(25,323)

 

$

(50,007)

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

F-52


 

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

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

Other assets (due beyond one year)

$

-

 

$

-

Other liabilities (due within one year)

 

(1,469)

 

 

(2,197)

Other liabilities (due beyond one year)

 

(23,854)

 

 

(47,810)

Net amount recognized in the consolidated balance sheets

$

(25,323)

 

$

(50,007)

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) for the periods indicated:

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

Accumulated income (loss)

$

(67,729)

 

$

(91,979)

Accumulated other comprehensive income (loss)

$

(67,729)

 

$

(91,979)

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

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

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

Other comprehensive income (loss) at December 31, prior year

$

(91,979)

 

$

(97,466)

Net gain (loss) arising during period

 

15,298

 

 

(4,090)

Recognition of amortizations in net periodic benefit cost:

 

 

 

 

 

Actuarial loss

 

8,953

 

 

9,576

Curtailment loss recognized

 

-

 

 

-

Other comprehensive income (loss) at December 31, current year

$

(67,729)

 

$

(91,979)

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

F-53


 

Net periodic benefit cost for U.S. employees included the following components for the periods indicated:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Service cost

$

10,637

 

$

9,522

 

$

8,255

Interest cost

 

8,253

 

 

10,112

 

 

11,712

Expected return on assets

 

(24,454)

 

 

(20,781)

 

 

(17,968)

Amortization of actuarial loss from earlier periods

 

8,489

 

 

8,551

 

 

7,635

Settlement

 

464

 

 

1,025

 

 

408

Net periodic benefit cost

$

3,388

 

$

8,429

 

$

10,042

 

 

 

 

 

 

 

 

 

Other changes recognized in other comprehensive income (loss):

 

 

 

 

 

 

 

 

Other comprehensive income (loss) attributable to change from prior year

 

(24,251)

 

 

(5,486)

 

 

 

 

 

 

 

 

 

 

 

 

Total recognized in net periodic benefit cost and other

 

 

 

 

 

 

 

 

comprehensive income (loss)

$

(20,863)

 

$

2,943

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

The weighted average discount rates used to determine net periodic benefit cost for 2021, 2020 and 2019 were 2.55%, 3.28% and 4.27%, respectively. The rate of compensation increase used to determine the net periodic benefit cost for 2021, 2020 and 2019 was 4.00%. The expected long-term rate of return on plan assets was 7.00% for 2021, 2020 and 2019 based on expected portfolio returns and allocations.

 

The weighted average discount rates used to determine the actuarial present value of the projected benefit obligation for years end 2021, 2020 and 2019 were 2.86%, 2.55% and 3.28%, respectively.

 

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

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

Qualified Plan

$

339,360

 

$

336,027

Non-qualified Plan

 

12,190

 

 

16,258

Total

$

351,550

 

$

352,285

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

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

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

Qualified Plan

 

 

 

 

 

Projected benefit obligation

$

390,437

 

$

388,213

Fair value of plan assets

 

377,303

 

 

354,464

Non-qualified Plan

 

 

 

 

 

Projected benefit obligation

$

12,190

 

$

16,258

Fair value of plan assets

 

-

 

 

-

 

F-54


 

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

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

Qualified Plan

 

 

 

Accumulated benefit obligation

$

-

 

$

-

Fair value of plan assets

 

-

 

 

-

Non-qualified Plan

 

 

 

 

 

Accumulated benefit obligation

$

12,189

 

$

16,258

Fair value of plan assets

 

-

 

 

-

 

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

 

(Dollars in thousands)

 

 

2022

$

16,662

2023

 

12,639

2024

 

13,565

2025

 

14,550

2026

 

15,439

Next 5 years

 

95,005

 

Plan assets consist of shares in investment trusts with 76%, 22%, 1% and 1% of the underlying assets consisting of equity securities, fixed maturities, limited partnerships and cash, respectively. The Company manages the qualified plan investments for U.S. employees. The assets in the plan consist of debt and equity mutual funds. Due to the long term nature of the plan, the target asset allocation has historically been 70% equities and 30% bonds.

 

The following tables present the fair value measurement levels for the qualified plan assets at fair value for the periods indicated:

 

 

 

 

Fair Value Measurement Using:

 

 

 

Quoted Prices

 

 

 

 

 

 

 

in Active

 

Significant

 

 

 

 

 

Markets for

 

Other

 

Significant

 

 

 

Identical

 

Observable

 

Unobservable

 

 

 

Assets

 

Inputs

 

Inputs

(Dollars in thousands)

December 31, 2021

 

(Level 1)

 

(Level 2)

 

(Level 3)

Assets:

 

 

 

 

 

 

 

 

 

 

 

Short-term investments, which approximates fair value (a)

$

2,540

 

$

2,540

 

$

-

 

$

-

Mutual funds, fair value

 

 

 

 

 

 

 

 

 

 

 

Fixed income (b)

 

84,663

 

 

84,663

 

 

-

 

 

-

Equities (c)

 

287,382

 

 

287,382

 

 

-

 

 

-

Total

$

374,585

 

$

374,585

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

(a) This category includes high quality, short-term money market instruments, which are issued and payable in U.S. dollars.

(b) This category includes fixed income funds, which invest in investment grade securities of corporations, governments and government agencies with approximately 70% in U.S. securities and 30% in international securities.

(c) This category includes funds, which invest in small, mid and multi-cap equity securities including common stocks, securities convertible into common stock and securities with common stock characteristics, such as rights and warrants, with approximately 50% in U.S. equities and 50% in international equities.

F-55


 

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

Short-term investments, which approximates fair value (a)

$

1,204

 

$

1,204

 

$

-

 

$

-

Mutual funds, fair value

 

 

 

 

 

 

 

 

 

 

 

Fixed income (b)

 

93,609

 

 

93,609

 

 

-

 

 

-

Equities (c)

 

255,054

 

 

255,054

 

 

-

 

 

-

Total

$

349,867

 

$

349,867

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

(a) This category includes high quality, short-term money market instruments, which are issued and payable in U.S. dollars.

(b) This category includes fixed income funds, which invest in investment grade securities of corporations, governments and government agencies with approximately 70% in U.S. securities and 30% in international securities.

(c) This category includes funds, which invest in small, mid and multi-cap equity securities including common stocks, securities convertible into common stock and securities with common stock characteristics, such as rights and warrants, with approximately 50% in U.S. equities and 50% in international equities.

 

In addition, $2.6 million and $4.6 million of investments which were recorded as part of the qualified plan assets at December 31, 2021 and 2020, respectively, are not included within the fair value hierarchy tables as the assets are valued using the NAV practical expedient guidance within ASU 2015-07.

 

No contributions were made to the qualified pension benefit plan for the years ended December 31, 2021 and 2020.

 

Defined Contribution Plans.

The Company also maintains both qualified and non-qualified defined contribution plans (“Savings Plan” and “Non-Qualified Savings Plan”, respectively) covering U.S. employees. Under the plans, the Company contributes up to a maximum 3% of the participants’ compensation based on the contribution percentage of the employee. The Non-Qualified Savings Plan provides compensating savings plan benefits for participants whose benefits have been curtailed under the Savings Plan due to Internal Revenue Code limitations. In addition, effective for new hires (and rehires) on or after April 1, 2010, the Company will contribute between 3% and 8% of an employee’s earnings for each payroll period based on the employee’s age. These contributions will be 100% vested after three years. The Company incurred expenses related to these plans of $14.8 million, $14.4 million and $10.8 million for the years ended December 31, 2021, 2020 and 2019, respectively.

 

In addition, the Company maintains several defined contribution pension plans covering non-U.S. employees. Each international office maintains a separate plan for the non-U.S. employees working in that location. The Company contributes various amounts based on salary, age and/or years of service. In the current year, the contributions as a percentage of salary for the international offices ranged from 5.0% to 78.3%. The contributions are generally used to purchase pension benefits from local insurance providers. The Company incurred expenses related to these plans of $3.4 million, $3.0 million and $2.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

 

Post-Retirement Plan.

The Company sponsors a Retiree Health Plan for employees employed prior to April 1, 2010. This plan provides healthcare benefits for eligible retired employees (and their eligible dependents), who have elected coverage. The Company anticipates that most covered employees will become eligible for these benefits if they retire while working for the Company. The cost of these benefits is shared with the retiree. The Company accrues the post-retirement benefit expense during the period of the employee’s service. A medical cost trend rate of 6.50% in 2021 was assumed to decrease gradually to 4.75% in 2030 and then remain at that level. The

F-56


 

Company incurred expenses of $1.2 million, $1.3 million and $1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

 

 

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

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

Change in projected benefit obligation:

 

 

 

 

 

Benefit obligation at beginning of year

$

35,098

 

$

29,376

Service cost

 

1,096

 

 

1,066

Interest cost

 

641

 

 

845

Amendments

 

-

 

 

-

Actuarial (gain)/loss

 

(6,044)

 

 

4,042

Benefits paid

 

(267)

 

 

(232)

Benefit obligation at end of year

 

30,523

 

 

35,098

 

 

 

 

 

 

Change in plan assets:

 

 

 

 

 

Fair value of plan assets at beginning of year

 

-

 

 

-

Employer contributions

 

267

 

 

232

Benefits paid

 

(267)

 

 

(232)

Fair value of plan assets at end of year

 

-

 

 

-

 

 

 

 

 

 

Funded status at end of year

$

(30,523)

 

$

(35,098)

 

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

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

Other liabilities (due within one year)

$

(682)

 

$

(613)

Other liabilities (due beyond one year)

 

(29,840)

 

 

(34,484)

Net amount recognized in the consolidated balance sheets

$

(30,523)

 

$

(35,098)

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) for the periods indicated:

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

Accumulated income (loss)

$

2,191

 

$

(3,854)

Accumulated prior service credit (cost)

 

1,750

 

 

2,327

Accumulated other comprehensive income (loss)

$

3,941

 

$

(1,527)

 

F-57


 

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

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

Other comprehensive income (loss) at December 31, prior year

$

(1,527)

 

$

3,092

Net gain (loss) arising during period

 

6,044

 

 

(4,042)

Prior Service credit (cost) arising during period

 

-

 

 

-

Recognition of amortizations in net periodic benefit cost:

 

 

 

 

 

Actuarial loss (gain)

 

-

 

 

-

Prior service cost

 

(577)

 

 

(577)

Other comprehensive income (loss) at December 31, current year

$

3,941

 

$

(1,527)

 

Net periodic benefit cost included the following components for the periods indicated:

 

 

Years Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

Service cost

$

1,096

 

$

1,066

 

$

983

Interest cost

 

641

 

 

845

 

 

980

Prior service credit recognition

 

(577)

 

 

(577)

 

 

(577)

Net gain recognition

 

-

 

 

-

 

 

(155)

Net periodic cost

$

1,161

 

$

1,334

 

$

1,231

 

 

 

 

 

 

 

 

 

Other changes recognized in other comprehensive income (loss):

 

 

 

 

 

 

 

 

Other comprehensive gain (loss) attributable to change from prior year

 

(5,468)

 

 

4,619

 

 

 

 

 

 

 

 

 

 

 

 

Total recognized in net periodic benefit cost and

 

 

 

 

 

 

 

 

other comprehensive income (loss)

$

(4,307)

 

$

5,953

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

The weighted average discount rates used to determine net periodic benefit cost for 2021, 2020 and 2019 were 2.55%, 3.28% and 4.27%, respectively.

 

The weighted average discount rates used to determine the actuarial present value of the projected benefit obligation at year end 2021, 2020 and 2019 were 2.86%, 2.55% and 3.28%, respectively.

 

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

 

(Dollars in thousands)

 

2022

$

683

2023

 

779

2024

 

831

2025

 

974

2026

 

1,084

Next 5 years

 

7,252

 

14. DIVIDEND RESTRICTIONS AND STATUTORY FINANCIAL INFORMATION

 

Group and its operating subsidiaries are subject to various regulatory restrictions, including the amount of dividends that may be paid and the level of capital that the operating entities must maintain. These regulatory restrictions are based upon statutory capital as opposed to GAAP basis equity or net assets. Group and one of its primary operating subsidiaries, Bermuda Re, are regulated by Bermuda law and its other primary operating

F-58


 

subsidiary, Everest Re, is regulated by Delaware law. Bermuda Re is subject to the Bermuda Solvency Capital Requirement (“BSCR”) administered by the Bermuda Monetary Authority (“BMA”) and Everest Re is subject to the Risk-Based Capital Model (“RBC”) developed by the National Association of Insurance Commissioners (“NAIC”). These models represent the aggregate regulatory restrictions on net assets and statutory capital and surplus.

 

Dividend Restrictions.

Under Bermuda law, Group is prohibited from declaring or paying a dividend if such payment would reduce the realizable value of its assets to an amount less than the aggregate value of its liabilities and its issued share capital and share premium (additional paid-in capital) accounts. Group’s ability to pay dividends and its operating expenses is dependent upon dividends from its subsidiaries.

 

Under Bermuda law, Bermuda Re is prohibited from declaring or making payment of a dividend if it fails to meet its minimum solvency margin or minimum liquidity ratio. As a long term insurer, Bermuda Re is also unable to declare or pay a dividend to anyone who is not a policyholder unless, after payment of the dividend, the value of the assets in their long term business fund, as certified by their approved actuary, exceeds their liabilities for long term business by at least the $0.3 million minimum solvency margin.

 

Prior approval of the BMA is required if Bermuda Re’s dividend payments would exceed 25% of their prior year-end total statutory capital and surplus.

 

Bermuda Re prepares its statutory financial statements in conformity with the accounting principles set forth in Bermuda in The Insurance Act 1978, amendments thereto and related regulations. The statutory capital and surplus of Bermuda Re was $3.1 billion and $2.9 billion at December 31, 2021 and 2020, respectively. The statutory net income of Bermuda Re was $680.7 million, $222.8 million and $503.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.

 

Delaware law provides that an insurance company which is a member of an insurance holding company system and is domiciled in the state shall not pay dividends without giving prior notice to the Insurance Commissioner of Delaware and may not pay dividends without the approval of the Insurance Commissioner if the value of the proposed dividend, together with all other dividends and distributions made in the preceding twelve months, exceeds the greater of (1) 10% of statutory surplus or (2) net income, not including realized capital gains, each as reported in the prior year’s statutory annual statement. In addition, no dividend may be paid in excess of unassigned earned surplus. At December 31, 2021, Everest Re has $578.9 million available for payment of dividends in 2022 without the need for prior regulatory approval.

 

Everest Re prepares its statutory financial statements in accordance with accounting practices prescribed or permitted by the NAIC and the Delaware Insurance Department. Prescribed statutory accounting practices are set forth in the NAIC Accounting Practices and Procedures Manual. The capital and statutory surplus of Everest Re was $5.8 billion and $5.3 billion at December 31, 2021 and 2020, respectively. The statutory net income of Everest Re was $336.1 million, $595.1 million and $363.0 million for the years ended December 31, 2021, 2020 and 2019.

 

There are certain regulatory and contractual restrictions on the ability of Holdings’ operating subsidiaries to transfer funds to Holdings in the form of cash dividends, loans or advances. The insurance laws of the State of Delaware, where Holdings’ direct insurance subsidiaries are domiciled, require regulatory approval before those subsidiaries can pay dividends or make loans or advances to Holdings that exceed certain statutory thresholds.

 

Capital Restrictions.

In Bermuda, Bermuda Re is subject to the BSCR administered by the BMA. No regulatory action is taken if an insurer’s capital and surplus is equal to or in excess of their enhanced capital requirement determined by the BSCR model. In addition, the BMA has established a target capital level for each insurer, which is 120% of the enhanced capital requirement.

F-59


 

 

In the United States, Everest Re is subject to the RBC developed by the NAIC which determines an authorized control level risk-based capital. As long as the total adjusted capital is 200% or more of the authorized control level capital, no action is required by the Company.

 

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

 

 

Bermuda Re (1)

 

Everest Re (1)

 

At December 31,

 

At December 31,

(Dollars in thousands)

2021(1)

 

2020

 

2021

 

2020

Regulatory targeted capital

$

-

 

$

1,923,209

 

$

2,940,938

 

$

2,489,772

Actual capital

$

3,092,287

 

$

2,930,250

 

$

5,789,484

 

$

5,276,003

(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.

(3) The 2021 BSCR calculation is not yet due to be completed; however, the Company anticipates that Bermuda Re's December 31, 2021 actual capital will exceed the targeted capital level.

 

15. 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.

 

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 December 31, 2021, based on the Standard & Poor’s 500 (“S&P 500”) index. Based on historical index volatilities and trends and the December 31, 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 December 31, 2021, the present value of the theoretical maximum payout using a 3% discount factor was $152.3 million. Conversely, if the contract had expired on December 31, 2021, with the S&P index at 4,766.18, 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.

 

F-60


 

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

 

 

At December 31,

(Dollars in thousands)

2021

 

2020

The Prudential

$

138,285

 

$

140,773

Unaffiliated life insurance company

 

34,847

 

 

35,128

 

16. SHARE-BASED COMPENSATION PLANS

 

The Company has a 2020 Stock Incentive Plan (“2020 Employee Plan”), a 2010 Stock Incentive Plan (“2010 Employee Plan”), a 2009 Non-Employee Director Stock Option and Restricted Stock Plan (“2009 Director Plan”) and a 2003 Non-Employee Director Equity Compensation Plan (“2003 Director Plan”).

 

The 2020 Employee Plan was established in June 2020. Under the 2020 Employee Plan, 1,400,000 common shares have been authorized to be granted as non-qualified share options, share appreciation rights, restricted share awards or performance share unit awards to officers and key employees of the Company. At December 31, 2021, there were 1,158,270 remaining shares available to be granted under the 2020 Employee Plan. The 2020 Employee Plan replaced a 2010 Employee Plan, which replaced a 2002 Employee Plan, which replaced a 1995 Employee Plan; therefore, no further awards will be granted under the 2002 Employee Plan or the 1995 Employee Plan. Through December 31, 2021, only non-qualified share options, restricted share awards and performance share unit awards had been granted under the employee plans. Under the 2009 Director Plan, 37,439 common shares have been authorized to be granted as share options or restricted share awards to non-employee directors of the Company. At December 31, 2021, there were 34,957 remaining shares available to be granted under the 2009 Director Plan. The 2009 Director Plan replaced a 1995 Director Plan, which expired. Under the 2003 Director Plan, 500,000 common shares have been authorized to be granted as share options or share awards to non-employee directors of the Company. At December 31, 2021 there were 307,378 remaining shares available to be granted under the 2003 Director Plan.

 

Options and restricted shares granted under the 2020 Employee Plan, 2010 Employee Plan and the 2002 Employee Plan vest at the earliest of 20% per year over five years or in accordance with any applicable employment agreement. Options and restricted shares granted under the 2003 Director Plan generally vest at 33% per year over three years, unless an alternate vesting period is authorized by the Board. Options and restricted shares granted under the 2009 Director Plan will vest as provided in the award agreement. All options are exercisable at fair market value of the stock at the date of grant and expire ten years after the date of grant.

 

Performance Share Unit awards granted under the 2020 Employee Plan and the 2010 Employee Plan will vest 100% after three years. The Performance Share Unit awards represent the right to receive between 0 and 1.75 shares of stock for each unit awarded depending upon performance in relation to certain metrics. The performance share unit valuation will be based partly on growth in book value per share over the three year vesting period, compared to designated peer companies. The remaining portion of the performance share valuation will be based upon operating return on equity for each of the separate operating years within the vesting period.

 

For share options, restricted shares and performance share units granted under the 2020 Employee Plan, the 2010 Employee Plan, the 2002 Employee Plan, the 2009 Director Plan and the 2003 Director Plan, share-based compensation expense recognized in the consolidated statements of operations and comprehensive income (loss) was $43.4 million, $39.2 million and $34.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The corresponding income tax benefit recorded in the consolidated statements of operations and comprehensive income (loss) for share-based compensation was $8.0 million, $7.1 million and $8.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.

 

F-61


 

For the year ended December 31, 2021, a total of 213,901 restricted shares were granted on February 23, 2021, February 24, 2021, May 12, 2021, September 9, 2021 and November 16, 2021, with a fair value of $242.240, $244.445, $264.845, $263.630 and $277.605 per share, respectively. Additionally, 22,205 performance share units were awarded on February 23, 2021, with a fair value of $242.240 per unit. No share options were granted during the year ended December 31, 2021. For share options granted during previous years, the fair value per option was calculated on the date of the grant using the Black-Scholes option valuation model.

 

The Company recognizes, as an increase to additional paid-in capital, a realized income tax benefit from dividends, charged to retained earnings and paid to employees on equity classified non-vested equity shares. In addition, the amount recognized in additional paid-in capital for the realized income tax benefit from dividends on those awards is included in the pool of excess tax benefits available to absorb tax deficiencies on share-based payment awards. For the years ended December 31, 2021, 2020 and 2019, the Company recognized $0.6 million, $0.6 million and $0.5 million, respectively, of additional paid-in capital due to tax benefits from dividends on restricted shares.

 

A summary of the option activity under the Company’s shareholder approved plans as of December 31, 2021, 2020 and 2019, and changes during the year then ended is presented in the following tables:

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

Average

 

 

 

 

 

Average

 

Remaining

 

Aggregate

(Aggregate Intrinsic Value in thousands)

 

 

Exercise

 

Contractual

 

Intrinsic

Options

Shares

 

Price/Share

 

Term

 

Value

Outstanding at January 1, 2021

116,871

 

$

87.87

 

 

 

 

 

Granted

-

 

 

-

 

 

 

 

 

Exercised

67,843

 

 

87.39

 

 

 

 

 

Forfeited/Cancelled/Expired

 

 

-

 

 

 

 

 

Outstanding at December 31, 2021

49,028

 

 

88.52

 

0.2

 

$

9,090

 

 

 

 

.

 

 

 

 

 

Exercisable at December 31, 2021

49,028

 

 

88.52

 

0.2

 

$

9,090

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

Average

 

 

 

 

 

Average

 

Remaining

 

Aggregate

(Aggregate Intrinsic Value in thousands)

 

 

Exercise

 

Contractual

 

Intrinsic

Options

Shares

 

Price/Share

 

Term

 

Value

Outstanding at January 1, 2020

170,704

 

$

87.18

 

 

 

 

 

Granted

-

 

 

-

 

 

 

 

 

Exercised

53,833

 

 

85.69

 

 

 

 

 

Forfeited/Cancelled/Expired

-

 

 

-

 

 

 

 

 

Outstanding at December 31, 2020

116,871

 

 

87.87

 

0.7

 

$

17,089

 

 

 

 

.

 

 

 

 

 

Exercisable at December 31, 2020

116,871

 

 

87.87

 

0.7

 

$

17,089

 

F-62


 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

Average

 

 

 

 

 

Average

 

Remaining

 

Aggregate

(Aggregate Intrinsic Value in thousands)

 

 

Exercise

 

Contractual

 

Intrinsic

Options

Shares

 

Price/Share

 

Term

 

Value

Outstanding at January 1, 2019

279,164

 

$

83.84

 

 

 

 

 

Granted

-

 

 

-

 

 

 

 

 

Exercised

108,460

 

 

78.58

 

 

 

 

 

Forfeited/Cancelled/Expired

-

 

 

-

 

 

 

 

 

Outstanding at December 31, 2019

170,704

 

 

87.18

 

1.4

 

$

32,376

 

 

 

 

.

 

 

 

 

 

Exercisable at December 31, 2019

170,704

 

 

87.18

 

1.4

 

$

32,376

 

There were no share options granted in 2021, 2020 and 2019. The aggregate intrinsic value (market price less exercise price) of options exercised during the years ended December 31, 2021, 2020 and 2019 was $10.9 million, $10.0 million and $16.3 million, respectively. The cash received from the exercised share options for the year ended December 31, 2021 was $5.9 million. The tax benefit realized from the options exercised for the year ended December 31, 2021 was $2.6 million.

 

The following table summarizes information about share options outstanding for the period indicated:

 

 

At December 31, 2021

 

Options Outstanding

 

Options Exercisable

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Average

 

Weighted-

 

 

 

Weighted-

 

Number

 

Remaining

 

Average

 

Number

 

Average

Range of

Outstanding

 

Contractual

 

Exercise

 

Exercisable

 

Exercise

Exercise Prices

at 12/31/21

 

Life

 

Price

 

at 12/31/21

 

Price

$88.32 - $88.32

48,574

 

0.1

 

$

88.32

 

48,574

 

$

88.32

$88.33 - $110.13

454

 

0.7

 

 

110.13

 

454

 

 

110.13

$90.49 - $110.13

-

 

-

 

 

-

 

-

 

 

-

 

49,028

 

0.2

 

 

88.52

 

49,028

 

 

88.52

 

The following table summarizes the status of the Company’s non-vested shares and changes for the periods indicated:

 

 

Years Ended December 31,

 

2021

 

2020

 

2019

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

Grant Date

Restricted (non-vested) Shares

Shares

 

Fair Value

 

Shares

 

Fair Value

 

Shares

 

Fair Value

Outstanding at January 1,

483,427

 

$

246.60

 

495,137

 

$

228.02

 

414,407

 

$

217.15

Granted

213,901

 

 

243.51

 

200,929

 

 

269.86

 

232,601

 

 

232.36

Vested

158,735

 

 

238.67

 

175,413

 

 

220.88

 

138,322

 

 

203.41

Forfeited

42,499

 

 

247.02

 

37,226

 

 

246.20

 

13,549

 

 

221.35

Outstanding at December 31,

496,094

 

 

247.76

 

483,427

 

 

246.60

 

495,137

 

 

228.02

 

As of December 31, 2021, there was $90.9 million of total unrecognized compensation cost related to non-vested share-based compensation expense. That cost is expected to be recognized over a weighted-average

F-63


 

period of 3.3 years. The total fair value of shares vested during the years ended December 31, 2021, 2020 and 2019, was $37.9 million, $38.7 million and $28.1 million, respectively. The tax benefit realized from the shares vested for the year ended December 31, 2021 was $7.5 million.

 

In addition to the 2020 Employee Plan, the 2010 Employee Plan, the 2009 Director Plan and the 2003 Director Plan, Group issued 506 common shares in 2021, 593 common shares in 2020 and 459 common shares in 2019 to the Company’s non-employee directors as compensation for their service as directors. These issuances had aggregate values of approximately $0.1 million in 2021, 2020 and 2019.

 

Since its 1995 initial public offering, the Company has issued to certain key employees of the Company 2,922,717 restricted common shares, of which 411,663 restricted shares have been cancelled. The Company has issued to non-employee directors of the Company 185,153 restricted common shares, of which no restricted shares have been cancelled. The Company acquired 79,308, 66,289 and 71,437 common shares at a cost of $17.8 million, $17.9 million and $14.2 million in 2021, 2020 and 2019, respectively, from employees who chose to pay required withholding taxes and/or the exercise cost on option exercises or restricted share vestings by withholding shares.

 

The following table summarized the status of the Company’s non-vested performance share unit awards and changes for the period indicated:

 

 

Years Ended December 31,

 

2021

 

2020

 

2019

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

Grant Date

Performance Share Unit Awards

Shares

 

Fair Value

 

Shares

 

Fair Value

 

Shares

 

Fair Value

Outstanding at January 1,

38,891

 

$

-

 

34,850

 

$

-

 

32,382

 

$

-

Granted

22,205

 

 

242.24

 

16,120

 

 

277.15

 

16,855

 

 

223.45

Increase/(Decrease) on vesting units due to performance

(800)

 

 

-

 

(2,227)

 

 

-

 

(3,455)

 

 

-

Vested

9,801

 

 

242.24

 

6,157

 

 

277.15

 

10,922

 

 

223.45

Forfeited

-

 

 

-

 

3,695

 

 

-

 

-

 

 

-

Outstanding at December 31,

50,495

 

 

-

 

38,891

 

 

-

 

34,850

 

 

-

 

The Company acquired 3,104, 2,587 and 5,008 common shares at a cost of $0.8 million, $0.7 million and $1.1 million in 2021, 2020 and 2019, respectively, from employees who chose to pay required withholding taxes on performance shares units settlements by withholding shares.

 

17. 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, Europe and South America through its offices in the U.S., Canada, Chile, 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.

 

F-64


 

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:

 

 

Year Ended December 31, 2021

(Dollars in thousands)

Reinsurance

 

Insurance

 

Total

Gross written premiums

$

9,067,292

 

$

3,982,464

 

$

13,049,756

Net written premiums

 

8,535,618

 

 

2,909,886

 

 

11,445,505

 

 

 

 

 

 

 

 

 

Premiums earned

$

7,757,483

 

$

2,648,957

 

$

10,406,441

Incurred losses and LAE

 

5,556,444

 

 

1,834,809

 

 

7,391,253

Commission and brokerage

 

1,854,466

 

 

354,300

 

 

2,208,766

Other underwriting expenses

 

199,148

 

 

383,499

 

 

582,647

Underwriting gain (loss)

$

147,426

 

$

76,349

 

$

223,775

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

1,164,892

Net realized capital gains (losses)

 

 

 

 

 

 

 

257,943

Corporate expenses

 

 

 

 

 

 

 

(67,827)

Interest, fee and bond issue cost amortization expense

 

 

 

 

 

 

 

(70,149)

Other income (expense)

 

 

 

 

 

 

 

36,987

Income (loss) before taxes

 

 

 

 

 

 

$

1,545,621

 

 

Year Ended December 31, 2020

(Dollars in thousands)

Reinsurance

 

Insurance

 

Total

Gross written premiums

$

7,281,716

 

$

3,200,645

 

$

10,482,361

Net written premiums

 

6,767,579

 

 

2,349,404

 

 

9,116,983

 

 

 

 

 

 

 

 

 

Premiums earned

$

6,466,106

 

$

2,215,407

 

$

8,681,513

Incurred losses and LAE

 

4,933,411

 

 

1,617,426

 

 

6,550,837

Commission and brokerage

 

1,552,371

 

 

320,879

 

 

1,873,250

Other underwriting expenses

 

175,734

 

 

335,503

 

 

511,237

Underwriting gain (loss)

$

(195,410)

 

$

(58,401)

 

$

(253,811)

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

642,465

Net realized capital gains (losses)

 

 

 

 

 

 

 

267,649

Corporate expenses

 

 

 

 

 

 

 

(41,118)

Interest, fee and bond issue cost amortization expense

 

 

 

 

 

 

 

(36,323)

Other income (expense)

 

 

 

 

 

 

 

6,487

Income (loss) before taxes

 

 

 

 

 

 

$

585,349

 

F-65


 

 

Year Ended December 31, 2019

(Dollars in thousands)

Reinsurance

 

Insurance

 

Total

Gross written premiums

$

6,355,889

 

$

2,777,475

 

$

9,133,364

Net written premiums

 

5,732,272

 

 

2,092,152

 

 

7,824,424

 

 

 

 

 

 

 

 

 

Premiums earned

$

5,491,296

 

$

1,912,390

 

$

7,403,686

Incurred losses and LAE

 

3,675,178

 

 

1,247,720

 

 

4,922,898

Commission and brokerage

 

1,400,247

 

 

303,479

 

 

1,703,726

Other underwriting expenses

 

160,834

 

 

280,065

 

 

440,899

Underwriting gain (loss)

$

255,037

 

$

81,126

 

$

336,163

 

 

 

 

 

 

 

 

 

Net investment income

 

 

 

 

 

 

 

647,139

Net realized capital gains (losses)

 

 

 

 

 

 

 

185,004

Corporate expenses

 

 

 

 

 

 

 

(32,966)

Interest, fee and bond issue cost amortization expense

 

 

 

 

 

 

 

(31,693)

Other income (expense)

 

 

 

 

 

 

 

(4,660)

Income (loss) before taxes

 

 

 

 

 

 

$

1,098,987

 

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:

 

 

Year Ended December 31,

(Dollars in thousands)

2021

 

2020

 

2019

United Kingdom gross written premium

$

1,245,909

 

$

1,116,363

 

$

964,358

 

Approximately 20.5%, 20.1% and 23.1% of the Company’s gross written premiums in 2021, 2020 and 2019, respectively, were sourced through the Company’s largest intermediary.

 

18. SUBSEQUENT EVENTS

 

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

 

F-66


 

 

SCHEDULE I — SUMMARY OF INVESTMENTS —

OTHER THAN INVESTMENTS IN RELATED PARTIES

December 31, 2021

Column A

 

Column B

 

 

Column C

 

 

Column D

 

 

 

 

 

 

 

 

Amount

 

 

 

 

 

 

 

 

Shown in

 

 

 

 

 

Market

 

 

Balance

(Dollars in thousands)

 

Cost

 

 

Value

 

 

Sheet

Fixed maturities-available for sale

 

 

 

 

 

 

 

 

Bonds:

 

 

 

 

 

 

 

 

U.S. government and government agencies

$

1,407,256

 

$

1,420,618

 

$

1,420,618

State, municipalities and political subdivisions

 

558,842

 

 

586,621

 

 

586,621

Foreign government securities

 

1,423,634

 

 

1,437,512

 

 

1,437,512

Foreign corporate securities

 

4,250,642

 

 

4,278,660

 

 

4,278,660

Public utilities

 

268,021

 

 

279,240

 

 

279,240

All other corporate bonds

 

10,340,207

 

 

10,449,243

 

 

10,449,243

Mortgage - backed securities:

 

 

 

 

 

 

 

 

Commercial

 

1,032,506

 

 

1,064,366

 

 

1,064,366

Agency residential

 

2,361,208

 

 

2,375,332

 

 

2,375,332

Non-agency residential

 

6,530

 

 

6,536

 

 

6,536

Redeemable preferred stock

 

414,746

 

 

410,144

 

 

410,144

Total fixed maturities-available for sale

 

22,063,592

 

 

22,308,272

 

 

22,308,272

Equity securities - at fair value (1)

 

1,365,515

 

 

1,825,908

 

 

1,825,908

Short-term investments

 

1,178,386

 

 

1,178,337

 

 

1,178,337

Other invested assets

 

2,919,965

 

 

2,919,965

 

 

2,919,965

Cash

 

1,440,861

 

 

1,440,861

 

 

1,440,861

 

 

 

 

 

 

 

 

 

Total investments and cash

$

28,968,319

 

$

29,673,343

 

$

29,673,343

 

 

 

 

 

 

 

 

 

(1) Original cost does not reflect fair value adjustments, which have been realized through the statements of operations and comprehensive income (loss).

S-1


 

 

SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

CONDENSED BALANCE SHEETS

 

 

December 31,

 

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

2021

 

2020

 

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

 

Fixed maturities - available for sale

$

-

 

$

3

 

(amortized cost: 2021, $0; 2020, $3)

 

 

 

 

 

 

Other invested assets (cost: 2021, $211,612; 2020, $282,762)

 

211,612

 

 

282,762

 

Cash

 

3,253

 

 

884

 

Investment in subsidiaries, at equity in the underlying net assets

 

10,353,351

 

 

9,660,713

 

Accrued investment income

 

-

 

 

-

 

Receivable from subsidiaries

 

9,936

 

 

18,424

 

Other assets

 

50,061

 

 

64,692

 

TOTAL ASSETS

$

10,628,213

 

$

10,027,478

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Long term notes payable, affiliated

$

500,000

 

$

300,000

 

Due to subsidiaries

 

1,622

 

 

1,933

 

Other liabilities

 

(12,589)

 

 

(631)

 

Total liabilities

 

489,033

 

 

301,302

 

 

 

 

 

 

 

 

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) 69,790and (2020) 69,620 issued outstanding before treasury shares

 

698

 

 

696

 

Additional paid-in capital

 

2,274,431

 

 

2,245,301

 

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

 

 

 

 

 

 

tax expense (benefit) of $26,781 at 2021 and $80,451 at 2020

 

11,523

 

 

534,899

 

Treasury shares, at cost; 30,524 shares (2021) and 29,636 shares (2020)

 

(3,847,308)

 

 

(3,622,172)

 

Retained earnings

 

11,699,836

 

 

10,567,452

 

Total shareholders' equity

 

10,139,180

 

 

9,726,176

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

10,628,213

 

$

10,027,478

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

 

 

 

 

 

 

 

 

S-2


 

 

SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

CONDENSED STATEMENTS OF OPERATIONS

 

 

Years Ended December 31,

 

 

2021

 

 

2020

 

 

2019

(Dollars in thousands)

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

Net investment income

$

228

 

$

1,121

 

$

3,484

Net realized capital gains (losses)

 

-

 

 

28

 

 

(66)

Other income (expense)

 

(185)

 

 

5,833

 

 

458

Net income (loss) of subsidiaries

 

1,416,451

 

 

535,866

 

 

1,026,233

Total revenues

 

1,416,494

 

 

542,848

 

 

1,030,109

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

Interest expense - affiliated

 

5,952

 

 

5,155

 

 

2,087

Other expenses

 

31,459

 

 

23,542

 

 

18,561

Total expenses

 

37,411

 

 

28,697

 

 

20,648

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES

 

1,379,083

 

 

514,151

 

 

1,009,461

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

1,379,083

 

$

514,151

 

$

1,009,461

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

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

 

(488,378)

 

 

423,210

 

 

496,430

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

 

3,616

 

 

(3,476)

 

 

(12,613)

Total URA(D) on securities arising during the period

 

(484,762)

 

 

419,734

 

 

483,817

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(62,091)

 

 

86,327

 

 

14,030

 

 

 

 

 

 

 

 

 

Benefit plan actuarial net gain (loss) for the period

 

6,250

 

 

(5,615)

 

 

(12,591)

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

 

17,227

 

 

6,300

 

 

5,453

Total benefit plan net gain (loss) for the period

 

23,478

 

 

685

 

 

(7,138)

Total other comprehensive income (loss), net of tax

 

(523,375)

 

 

506,746

 

 

490,709

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS)

$

855,708

 

$

1,020,897

 

$

1,500,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

 

 

 

 

 

 

 

 

S-3


 

 

SCHEDULE II — CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

CONDENSED STATEMENTS OF CASH FLOWS

 

 

Years Ended December 31,

 

 

(Dollars in thousands)

 

2021

 

 

2020

 

 

2019

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

1,379,083

 

$

514,151

 

$

1,009,461

 

 

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

 

 

 

 

 

 

 

 

 

 

Equity in retained (earnings) deficit of subsidiaries

 

(1,416,451)

 

 

(535,866)

 

 

(1,026,233)

 

 

Dividends received from subsidiaries

 

320,000

 

 

650,000

 

 

600,000

 

 

Change in other assets and liabilities, net

 

2,676

 

 

(21,145)

 

 

564

 

 

Increase (decrease) in due to/from affiliates

 

8,176

 

 

(8,621)

 

 

(2,209)

 

 

Amortization of bond premium (accrual of bond discount)

 

-

 

 

(14)

 

 

(9)

 

 

Realized capital losses (gains)

 

-

 

 

(28)

 

 

66

 

 

Non-cash compensation expense

 

2,481

 

 

2,588

 

 

2,796

 

 

Net cash provided by (used in) operating activities

 

295,965

 

 

601,065

 

 

584,436

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Additional investment in subsidiaries

 

(119,598)

 

 

(138,320)

 

 

(478,125)

 

 

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

 

3

 

 

1,356

 

 

63

 

 

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

 

-

 

 

200,264

 

 

74,841

 

 

Distribution from other invested assets

 

606,648

 

 

559,767

 

 

644,918

 

 

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

 

-

 

 

-

 

 

(200,267)

 

 

Cost of other invested assets acquired

 

(535,499)

 

 

(800,828)

 

 

(686,528)

 

 

Net change in short-term investments

 

-

 

 

-

 

 

-

 

 

Net cash provided by (used in) investing activities

 

(48,446)

 

 

(177,761)

 

 

(645,098)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Common shares issued during the period, net

 

26,685

 

 

23,185

 

 

22,861

 

 

Purchase of treasury shares

 

(225,136)

 

 

(200,020)

 

 

(24,604)

 

 

Dividends paid to shareholders

 

(246,699)

 

 

(249,056)

 

 

(234,322)

 

 

Proceeds from issuance (cost of repayment) of long term notes payable - affiliated

 

200,000

 

 

-

 

 

300,000

 

 

Net cash provided by (used in) financing activities

 

(245,150)

 

 

(425,891)

 

 

63,935

 

 

 

 

 

 

 

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

2,369

 

 

(2,587)

 

 

3,273

 

 

Cash, beginning of period

 

884

 

 

3,471

 

 

198

 

 

Cash, end of period

$

3,253

 

$

884

 

$

3,471

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

S-4


 

 

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

NOTES to conDENSED financial information

 

 

 

 

1.) The accompanying condensed financial information should be read in conjunction with the consolidated financial statements and related Notes of Everest Re Group, Ltd. and its Subsidiaries.

 

2.) Everest Re Group, Ltd. entered into a $300 million long term note agreement with Everest Reinsurance Company, an affiliated company, as of December 17, 2019. The note will pay interest annually at a rate of 1.69 % and is scheduled to mature in December 2028. At December 31, 2021 and 2020, this transaction was presented as a Long Term Note Payable – Affiliated in the Condensed Balance sheets of Everest Re Group, Ltd.

 

3.) Everest Re Group, Ltd. entered into a $200 million long term note agreement with Everest Reinsurance Company, an affiliated company, as of August 5, 2021. The note will pay interest annually at a rate of 1.00 % and is scheduled to mature in August 2030. At December 31, 2021, this transaction was presented as a Long Term Note Payable – Affiliated in the Condensed Balance sheets of Everest Re Group, Ltd.

 

4.) Everest Re Group, Ltd. has invested funds in the segregated accounts of Mt. Logan Re, Ltd. (“Mt. Logan Re”), an affiliated entity. On the Condensed Balance Sheets, investments in Mt. Logan Re valued at $66.3 million and $67.6 million as of December 31, 2021 and 2020, respectively, have been recorded within Other Assets. On the Condensed Statements of Operations, income (expense) of $1.3 million, $6.3 million and $0.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, have been recorded in other income (expense).

 

 

 

S-5


 

SCHEDULE III — SUPPLEMENTARY INSURANCE INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Column A

 

 

Column B

 

 

Column C

 

 

Column D

 

 

Column E

 

 

Column F

 

 

Column G

 

 

Column H

 

 

Column I

 

 

Column J

 

 

 

 

 

 

Reserve

 

 

 

 

 

 

 

 

 

 

 

Incurred

 

 

 

 

 

 

 

 

 

Segment

 

 

 

 

 

for Losses

 

 

 

 

 

 

 

 

 

 

 

Loss and

 

 

Amortization

 

 

 

 

 

 

 

 

 

Deferred

 

 

and Loss

 

 

Unearned

 

 

 

 

 

Net

 

 

Loss

 

 

of Deferred

 

 

Other

 

 

Net

 

 

 

Acquisition

 

 

Adjustment

 

 

Premium

 

 

Premiums

 

 

Investment

 

 

Adjustment

 

 

Acquisition

 

 

Operating

 

 

Written

(Dollars in thousands)

 

 

Costs

 

 

Expenses

 

 

Reserves

 

 

Earned

 

 

Income

 

 

Expenses

 

 

Costs

 

 

Expenses

 

 

Premium

As of and Year Ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinsurance

 

$

653,929

 

$

13,894,992

 

$

2,722,771

 

$

7,757,483

 

$

823,163

 

$

5,556,444

 

$

1,854,466

 

$

199,148

 

$

8,535,618

Insurance

 

 

218,360

 

 

5,114,494

 

 

1,886,864

 

 

2,648,957

 

 

341,729

 

 

1,834,809

 

 

354,300

 

 

383,499

 

 

2,909,886

Total

 

$

872,289

 

$

19,009,486

 

$

4,609,634

 

$

10,406,441

 

$

1,164,892

 

$

7,391,253

 

$

2,208,766

 

$

582,647

 

$

11,445,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and Year Ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinsurance

 

$

447,632

 

$

12,023,446

 

$

1,995,218

 

$

6,466,106

 

$

458,354

 

$

4,933,411

 

$

1,552,371

 

$

175,734

 

$

6,767,579

Insurance

 

 

174,421

 

 

4,375,551

 

 

1,506,141

 

 

2,215,407

 

 

184,111

 

 

1,617,426

 

 

320,879

 

 

335,503

 

 

2,349,404

Total

 

$

622,053

 

$

16,398,997

 

$

3,501,359

 

$

8,681,513

 

$

642,465

 

$

6,550,837

 

$

1,873,250

 

$

511,237

 

$

9,116,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and Year Ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reinsurance

 

$

420,182

 

$

10,064,970

 

$

1,740,357

 

$

5,491,296

 

$

458,492

 

$

3,675,178

 

$

1,400,247

 

$

160,834

 

$

5,732,272

Insurance

 

 

161,681

 

 

3,546,343

 

 

1,316,378

 

 

1,912,390

 

 

188,647

 

 

1,247,720

 

 

303,479

 

 

280,065

 

 

2,092,152

Total

 

$

581,863

 

$

13,611,313

 

$

3,056,735

 

$

7,403,686

 

$

647,139

 

$

4,922,898

 

$

1,703,726

 

$

440,899

 

$

7,824,424

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

S-6


 

SCHEDULE IV — REINSURANCE

 

Column A

 

 

Column B

 

 

Column C

 

 

Column D

 

 

Column E

 

 

Column F

 

 

 

 

 

 

Ceded to

 

 

Assumed

 

 

 

 

 

 

 

 

 

Gross

 

 

Other

 

 

from Other

 

 

Net

 

 

Assumed

(Dollars in thousands)

 

 

Amount

 

 

Companies

 

 

Companies

 

 

Amount

 

 

to Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property and liability insurance premiums earned

 

$

3,588,926

 

$

1,497,557

 

$

8,315,072

 

$

10,406,441

 

$

79.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property and liability insurance premiums earned

 

$

3,028,095

 

$

1,401,262

 

$

7,054,680

 

$

8,681,513

 

$

81.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total property and liability insurance premiums earned

 

$

2,556,386

 

$

1,207,198

 

$

6,054,498

 

$

7,403,686

 

$

81.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S-7

 

 

 

Execution Version

 

Standby Letter of Credit Agreement

(Committed/Secured)

STANDBY LETTER OF CREDIT AGREEMENT (the “Agreement”), dated as of October 8, 2021, by and between Everest Reinsurance (Bermuda), Ltd., an exempted company incorporated and existing under the laws of Bermuda and registered as a Class 4 and Class C insurer pursuant to the Bermuda Insurance Act (as defined below) (the “Account Party”), and LLOYDS BANK CORPORATE MARKETS PLC (“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):

Accordion Upfront Fee” has the meaning specified in Section 2(i)

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.

Auto-Extension Letter of Credit” has the meaning given to such term in Section 2(g).  

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.

Bermuda Insurance Act” means the Insurance Act 1978 of Bermuda and its related rules and regulations, each as amended.

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"Bermuda Private Act" means separate legislation enacted in Bermuda with the intention that such legislation apply specifically to the Account Party, in whole or in part.

Business Day” means any day (other than a Saturday, Sunday or legal holiday) on which banks in Hamilton, Bermuda, New York City, New York and London, England are open for the conduct of their commercial banking business.

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.

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 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 a “Change in Law,” regardless of the date enacted, adopted or issued.

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.

Closing Date” means the first date on which all the conditions precedent set forth in Section 4(a) are satisfied or waived by Bank.

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

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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 $50,000,000, as such amount may be adjusted from time to time pursuant to the terms hereof.

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

Commitment Termination Date” means the earliest to occur of (a) subject to any extension agreed pursuant to Section 2(k), the date that is three years after the Closing Date, (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)

Consolidated Net Income” means, for any period, the consolidated net income of the Account Party and its Subsidiaries for that period, as determined on a consolidated basis in accordance with GAAP.

Consolidated Tangible Net Worth” means, as of any date of determination, the Shareholders’ Equity of the Account Party less (a) any minority interest in Subsidiaries of the Account Party, (b) any treasury stock, and (c) (to the extent included) any amount shown in respect of goodwill arising only on consolidation or other intangible assets of the Account Party and its Subsidiaries and interests of non-members of the Account Party and its Subsidiaries in the Account Party’s Subsidiaries.

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 the 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 and each Security Document.

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.

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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.

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)

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. 

Event of Default” has the meaning specified in Section 10

Exchange Act” means the Securities Exchange Act of 1934.

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Extension Fee” has the meaning specified in Section 2(k)(v)

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.

Final Expiry Date” means the date when the Final Maturity Date has occurred, all Letters of Credit have expired or terminated and all Obligations owing hereunder and in the other Credit Documents have been paid in full.

Final Maturity Date” means the date that is one year following the Commitment Termination Date (as it may be extended pursuant to and in accordance with Section 2(k)); provided, however, that if such date is not a Business Day, the Final Maturity Date shall be the next preceding Business Day.

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.

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

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provided by any recognized dealer in such Hedge Agreements (which may include Bank or any affiliate of Bank).

Increase Effective Date” has the meaning specified in Section 2(j)(ii)

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 a 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 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.

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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.

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)(iv)

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

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.

Maximum Total Facility Amount” means $250,000,000.

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

Minimum CTNW Amount” means, as of any date of determination, the sum of (i) $1,905,373,600 plus (ii) 25.0% of the Consolidated Net Income during the period from September 30, 2021 through the last day of the most recently ended fiscal quarter of the Account Party (if positive).

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.

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

Obligations” means all obligations and liabilities (including 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 in such proceeding), including without limitation, reimbursement and other payment obligations and liabilities, of the Account Party to Bank arising under, or in connection with, the applicable Credit Document, including, without

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limitation, 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 a 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.

Parent” means Everest Re Group, Ltd., a Bermuda exempted company.

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.

Prime Rate” means the rate of interest last quoted by the Wall Street Journal as the "Prime Rate" in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors of the Federal Reserve System of the United States in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined reasonably by Bank) or any similar release by the Board of Governors of the Federal Reserve System of the United States (as determined reasonably by Bank); provided that if the Prime Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

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

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Insurance Regulatory Authority of its jurisdiction of domicile, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith.

 “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.

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, a 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, without limitation, 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 a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a 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).

Shareholders’ Equity” means, as of any date of determination, the consolidated shareholders’ equity of the Account Party and its Subsidiaries as of that date determined on a consolidated basis in accordance with GAAP.

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

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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 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).  Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Account Party.

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

Threshold Amount” means $15,000,000.

UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

Upfront Fee” has the meaning specified in Section 2(i)

U.S.” means United States of America.

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 from time to time during the period from the Closing Date to but not including the Commitment Termination Date.  Letters of Credit may only be issued on Business Days.  The request to issue a Letter of Credit (an “Application”) shall be in the form of Exhibit C or such other 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. 

 

 

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(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:

(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 Prime 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 Prime 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 Prime 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 Prime Rate as in effect from time to time plus 2%;

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(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 a statement of the basis for such demand and a 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

 

 

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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.  A 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 2:00 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

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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 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 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, without limitation:

(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 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 a 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 a drawing against a 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; or

(vi)              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 a 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;

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provided, however, that subject to Section 0 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 a 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 Prime 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 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 a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided  that any such Auto-Extension Letter of Credit (1) must permit Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof (any such notice, a “Notice of Non-Extension”) not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, and (2) shall expire on or before the Final Maturity Date.

(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 0.025% of the Commitment.  The entire amount of the Upfront Fee will be fully earned and shall be due and payable in full in cash on the Closing Date;

 

 

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(ii)               a non-refundable upfront fee (the “Accordion Upfront Fee”), in an aggregate amount equal to 0.025% of Bank's increase in its Commitment pursuant to Section 2(j) on each Increase Effective Date.  The entire amount of each Accordion Upfront Fee will be fully earned and shall be due and payable in full in cash on such Increase Effective Date;

(iii)             a non-refundable commitment fee (a “Commitment Fee”), for each calendar quarter (or portion thereof) at a per annum rate equal to 0.125% of the 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

(iv)              a 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 a per annum rate equal to 0.375% of the 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 Commitment Termination Date, (C) on the Final Maturity Date and (D) on the Final Expiry Date.

(j)                 Accordion Facility

(i)                 The Account Party may, from time to time during the period from the Closing Date to but not including the Commitment Termination Date, by written notice to Bank, request an increase of the Commitment; provided that Bank shall not have any obligation to agree to increase the Commitment pursuant to this Section 2(j) and any election to do so shall be in the sole discretion of Bank; provided, further, that in no event shall the Commitment exceed the Maximum Total Facility Amount.

(ii)               If Bank agrees to increase the Commitment pursuant to Section 2(j)(i), Bank and the Account Party shall determine the effective date for the increase of the Commitment pursuant to this Section 2(j) (the "Increase Effective Date"). 

(iii)             Notwithstanding the foregoing, the increase in the Commitment pursuant to this Section 2(j) shall not be effective unless:

(A)              No Default or Event of Default shall have occurred and be continuing on the Increase Effective Date and after giving effect to such increase on such date;

(B)              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 the Increase Effective Date 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);

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(C)              The Account Party shall have paid to Bank all fees and all reasonable and documented expenses of Bank required hereunder or under any other Credit Document to be paid on or prior to the Increase Effective Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby; and

(D)              Bank shall have received copies of all documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement.

(k)                Extension of Commitment

(i)                 The Account Party may, on one occasion, by written notice to Bank following the second anniversary of the Closing Date, request that Bank extend the Commitment Termination Date for an additional year from the initial Commitment Termination Date.

(ii)               Bank may, acting in its sole discretion, determine whether to agree to such extension of the Commitment Termination Date.  If (and only if) Bank has agreed in writing to so extend the Commitment Termination Date, then, effective as of the initial Commitment Termination Date, the Commitment Termination Date shall be extended to the date falling one year after the initial Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day).

(iii)             Notwithstanding the foregoing, the extension of the Commitment Termination Date pursuant to this Section 2(k) shall not be effective unless Bank receives a non-refundable extension fee (the “Extension Fee”), in an aggregate amount equal to 0.025% of the Commitment.  The entire amount of the Extension Fee will be fully earned and shall be due and payable in full in cash as a condition precedent to the effectiveness of the extension of the Commitment Termination Date pursuant to this Section 2(k)

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 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 effectiveness of this Agreement and the obligation of the Bank 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

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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 (A) 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 (B) 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 a party and certifying that attached thereto is a true, correct and complete copy of (A) 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, (B) the bye-laws or other governing document of the Account Party as in effect on the Closing Date, (C) 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)

(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).

(iii)             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 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.

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(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.

(iv)           Payments at Closing.  The Account Party shall have paid to Bank (i) the Upfront Fee, and (ii) all other fees and reasonable and documented expenses of Bank required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable and documented fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby.

(v)                Miscellaneous

(A)              PATRIOT Act, etc.  The Account Party shall have provided to Bank, at least five Business Days prior to the Closing Date to the extent requested at least 10 Business Days prior to the Closing Date, the documentation and other information requested by Bank in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, 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 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.

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(iii)             Notice and Collateral Value Certificate.  Bank shall have received an Application from the Account Party and a 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, 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 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 a 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;

(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; or

(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.

5.                  Indemnification; Limitation of Liability; Expenses.   

(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, without limitation, any Costs which arise out of or in connection with, or as a result of: 

 

 

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(i)                 any Letter of Credit or any pre-advice of its Issuance;

(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 or any Subsidiary thereof, 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;

(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 a 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;

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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 a final and nonappealable judgment to have resulted from a 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 Parties.  The Account Party hereby agrees to pay Bank within thirty (30)  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.

 

 

 

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(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 resulted from Bank’s gross negligence or willful misconduct or breach in bad faith of its obligations hereunder or under any Letter of Credit (including pre-advice) or other Credit Document.  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.

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.

(c)                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;

 

 

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(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; or

(xii)            honor of a 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.

provided, however,  that such limitation of liability shall not be available to the extent that such actions in (i) – (xii) (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 Indemnified Person or (B) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from a claim by the Account Party against an Indemnified Person for breach in bad faith of the obligations of such Indemnified Party hereunder or under any other Credit Document.

(d)                Costs and Expenses.  Within thirty (30) days of receipt of an invoice from Bank, the Account Party shall pay (i) all reasonable and documented costs and expenses incurred by Bank and its affiliates (including the reasonable and documented fees, charges and disbursements of counsel for Bank) in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs and expenses incurred by Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all costs and expenses incurred by Bank (including the fees, charges and disbursements of any counsel for Bank) during the existence of an Event of Default in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section 5, or (B) in connection with the Letters of Credit issued hereunder, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of such Letters of Credit.

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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.  The Account Party 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 a 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. The Account Party does not have any Subsidiaries.

(b)                Power and Authority.  The Account Party 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 the Account Party 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 the Account Party 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 the Account Party 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.  The Account Party’s 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, bye-laws or other organizational documents; (ii) to its knowledge, 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 a 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 the Account Party in connection with the execution and delivery by the Account Party 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 a Material Adverse Effect.

 

 

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(f)                 Compliance with Laws.  The Account Party 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 in any material respect contravene any laws, treaties, rules or regulations of any Governmental Authority, including, without limitation, 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.

(g)                No Default Under Other Agreements.  The Account Party 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 its knowledge, any of its respective 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 a Sanctioned Person or currently the subject or target of any Sanctions, (B) is controlled by or is acting on behalf of a 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 respective 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 or their respective directors, officers, employees and agents in violation of Section 7(h)

(j)                 Filed All Tax Returns and Paid All Taxes.  The Account Party 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.  The Account Party 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.

 

 

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(k)                Financial Statements.  The financial statements most recently furnished to Bank by the Account Party, if any, 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.  The Account Party 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.  The Account Party 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)                First Priority Security Interest.  Bank has a first priority perfected security interest in the Collateral pledged by the Account Party pursuant to the Security Documents.

(q)                Insurance. The properties of the Account Party and its Subsidiaries are insured with financially sound and reputable insurance companies not affiliates of the Account Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Account Party and its Subsidiaries operate.

(r)                 Disclosure. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Account Party to Bank in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Credit Document (in each case, as modified or supplemented by other information so furnished) contains any 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.

 

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(s)                 Certain Bermuda Matters: As of the Closing Date, (i) the Account Party’s insurance licenses are not the subject of any direction issued by an Insurance Regulatory Authority, proceeding for suspension or revocation, there is no sustainable basis for such suspension or revocation, and to the Account Party’s knowledge, no such suspension or revocation has been threatened by any applicable Insurance Regulatory Authority; (ii) the Account Party

 

 

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(t)                 does not transact any insurance business, directly or indirectly, in any jurisdiction where it would be unlawful for it to do so; and (iii) the Account Party has not received any direction or other notification from the Bermuda Monetary Authority pursuant to Section 32 of the Bermuda Insurance Act and is not the subject of any Bermuda Private Act.

(u)                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 and the Commitment terminated, the Account Party shall:

(a)                GAAP Financial Statements.  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 September 30, 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 135 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2021, 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.  Deliver to Bank:

(i)              at each time financial statements are delivered pursuant to Section 7(a), 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;

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(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, without limitation, any management report and any management responses thereto;

 

 

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(iii)          promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable Anti-Money Laundering Laws (including, without limitation, 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 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) 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 this 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.  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 a 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.

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(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

 

 

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(iii)          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.
(iv)           The Account Party shall deliver to Bank a 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.
(v)             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 Material Adverse Effect or impact the Collateral, the Account Party 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 the Account Party 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.  Observe and remain in compliance with (i) in all material respects, all applicable laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business and (ii) the Bermuda Insurance Act, except, in the case of clause (i) above only, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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(g)                Maintenance of Books and Records; Inspection(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 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 the Account Party, the independent public accountants of

 

 

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the Account Party (and by this provision the Account Party authorizes such accountants to discuss the finances and affairs of the Account Party), all at such times that will not interrupt or interfere with the operation of Account Party’s 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 Proceeds.  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.
(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 a 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)                 Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.  Maintain in effect and enforce policies and procedures designed to ensure compliance by the Account Party and its  directors, officers, employees and agents with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions.

(j)                 Maintenance of Existence.  Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(k)                Maintenance of Property and Insurance.  Comply with the following:

(i)              maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(ii)            maintain with financially sound and reputable insurance companies not affiliates of the Account Party, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

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(l)                 Further Assurances.  At the Account Party’s cost and expense, the Account Party 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

 

 

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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.

8.                  Financial CovenantsUntil 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 and the Commitment terminated, the Account Party covenants and agrees to the following:

(a)                Minimum Consolidated Tangible Net Worth. The Account Party shall not permit Consolidated Tangible Net Worth at any time to be less than the Minimum CTNW Amount.

(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++.”

9.                  NEGATIVE 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 and the Commitment terminated, the Account Party shall not directly or indirectly:

(a)                Changes in Business.  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.

(b)                Liens.  Create, incur, assume or suffer to exist any Lien on any Collateral, whether now owned or hereafter acquired, other than (i) Liens granted to Bank pursuant to any Credit Document, and (ii) Liens of the Custodian with respect to the Custodial Accounts and funds therein by operation of law or expressly consented to by Bank in a Control Agreement.

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 five (5) 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.

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(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

 

 

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having a 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 Section 7(c)(i) Section 7(h), Section  8 or  Section 9; 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, as the case may be, 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 its property is instituted without the consent of the Account Party, as the case may be, 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 (A) the Account Party may merge, amalgamate or consolidate with a Subsidiary of the Account Party so long as the Account Party is the surviving entity in any such transaction and (B) the Account Party may merge, amalgamate or consolidate with any Person so long as the Account Party is the surviving entity; or (iii) the dissolution of the Account Party.

(h)                Credit Documents.  Any provision of any Credit Document to which the Account Party is a 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 a perfected first priority security interest in the Collateral of the Account Party; or the Account Party or any

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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 obligations amongst 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 obligations amongst 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 the Obligations and obligations amongst 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 a pledge of cash collateral by the Account Party to secure a 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.  There occurs 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,

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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 under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations.  After all such Letters of Credit shall have expired 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.  In the event of an Event of Default, 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 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.

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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, the governing law specified in the applicable Letter of Credit as determined by Bank and the Account Party (which may include the laws of a particular jurisdiction and the ISP or UCP, if applicable), which is, as applicable, incorporated herein by reference into this Agreement

 

 


 

and which shall control (to the extent not prohibited by the laws of New York) in the event of any inconsistent provisions of such law.  Unless the Account Party specifies otherwise in its Application for a Letter of Credit, the Account Party agrees that Bank may issue a 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; Service of processThe 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.  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.  BANK AND THE ACCOUNT PARTY IRREVOCABLY AGREE THAT SERVICE OF PROCESS MAY BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH 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.

On or prior to the Closing Date, the Account Party shall appoint CT Corporation System (the “Process Agent”), with an office on the date hereof at 28 Liberty Street, New York, NY 10005 USA, as its agent to receive on its behalf service of the summons and complaints and any other process which may be served in any such action or proceeding, provided that a copy of such process is also mailed to the Account Party in the manner provided in Section ‎19.  Such service may be made by mailing or delivering a copy of such process to the Account Party in care of the Process Agent at the Process Agent's above address, and the Account Party hereby authorizes and directs the Process Agent to receive such service on its behalf.  Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

If the appointment of any person mentioned in this Section 16 ceases to be effective with respect to the Account Party, the Account Party must immediately appoint a further person in the State of New York to accept service of process on its behalf in the State of New York and, if the Account Party does not appoint a process agent within 15 days, the Account Party authorizes Bank to appoint a process agent for the Account Party.

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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 that is obligated therefor 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 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 of the Account Party or the Bank, as applicable.  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 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 when sent and receipt has been confirmed.  The Account Party or Bank may change its address for notices by notifying the other of the new address in any manner permitted by this Section.  Unless otherwise agreed by Bank, Bank in its discretion may accept an Application or seek or receive Instruction from, or give or send notice to, the Account Party regarding a Letter of Credit issued for its account, including, without limitation, any amendment thereto or waiver of any discrepancy thereunder, and the Account Party shall be bound by and hereby affirms the Instructions of the other.  The Account Party irrevocably consents that service of process may be made by registered or certified mail directed to the Account Party at the address of its agent for service of process in Bermuda, Seon Place, 4th floor, 141 Front Street, Hamilton HM19 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 a 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.

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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, 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,

 

 

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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 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 a 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 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.              Acknowledgement and Consent to Bail-InNotwithstanding anything to the contrary in any Credit Documents 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, to the extent such liability is unsecured, 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 the applicable EEA 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:

(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 undertaking, 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

 

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(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.

(c)                Capitalized terms used in this Section 24 that are not otherwise defined in this Agreement have the meanings assigned to them below.

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

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).

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.

EU Bail-In Legislation Schedule”  means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

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

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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

 

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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.

(Signature pages to follow)

 

 

 

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By:                                                                           

       Name:

       Title:

 

Notice Details:

 

Everest Reinsurance (Bermuda), Ltd.

Seon Place, 4th floor

141 Front Street

Hamilton HM19 Bermuda

Attention: [___________________________]

Telephone: [___________________________]

Electronic Mail:  [___________________________]

Facsimile:  [___________________________] 

 

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BANK:

 

LLOYDS BANK CORPORATE MARKETS PLC

 

 

 

By:                                                                                           

       Name:   

       Title:      

 

 

 

By:                                                                                           

       Name:   

       Title:      

 

 

Notice Details:

 

For payments, bills and all other operation related issues:

 

Lloyds Bank Corporate Markets plc

1095 Avenue of the Americas, 34th Floor

New York, NY 10036

Email:  NewYorkOperations@lbusa.com; NY-LC@lbusa.com

 

For financial information, credit and amendment/waiver requests:

 

Lloyds Bank Corporate Markets plc

1095 Avenue of the Americas, 34th Floor

New York, NY 10036

Tel: 212-895-9510

Email:  Tracey.Anchundia@lbusa.com 

 

For all L/C issuances or extension requests:

 

Lloyds Bank Corporate Markets plc

1095 Avenue of the Americas, 34th Floor

New York, NY 10036

Email:  NY-LC@lbusa.com

 

 

 

 

Schedule I

 

Collateral Base

 

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Category of Collateral

Maturity

Advance Rate

Cash

N/A

100%

CDs and savings, money market and demand deposit accounts issued by a federally insured U.S. bank (rated AA- / Aa3 or better)

N/A

95%

U.S. Government Bills, Bonds and Notes (excluding savings bonds)

≤ 5 years

> 5 years

95%

90%

U.S. Corporate/Municipal Bonds I (rated AA- / Aa3 or better)

≤ 5 years

> 5 years

90%

85%

U.S. Corporate/Municipal Bonds II (rated A1 / A+ through BBB / Baa2, nonconvertible, NYSE-traded, denominated in USD)

≤ 5 years

> 5 years

85%

80%

Agency RMBS (GNMA, FNMA, FHLMC; rated AA- / Aa3 or better) other than securities issued pursuant to a re-securitization

Weighted average life ≤ 2 years
Weighted average life > 2 years and ≤ 5 years
Weighted average life > 5 years and ≤ 10 years Weighted average life > 10 years

95%
90%
85%
80%

Asset-Backed Securities (rated AAA / Aaa or better) other than securities issued pursuant to a re-securitization

Weighted average life ≤ 10 years

85%

Commercial Paper

A1 or P1 Graded Commercial Paper

90%

 

Notes

In each case, deposited with or held by the Custodian in a Custodial Account and capable of being marked to market on a daily basis, except that:

1.       No more than 20 percent of the aggregate Collateral (by reference to Market Value) shall at any time consist of U.S. corporate bonds rated A1 / A+ through BBB / Baa2;

2.       In the case of Collateral falling under Asset-Backed Securities and U.S. Corporate/Municipal Bonds above, no more than 10 per cent of the aggregate Collateral (by reference to fair market value) shall at any time shall have been issued by a single issuer;

3.       No more than 10 per cent of the aggregate Collateral (by reference to fair market value) shall at any time consist of collateralized loan obligations;

4.       Not more than 30 per cent of the aggregate Collateral (by reference to fair market value) shall consist of asset-backed securities. For clarity, this is inclusive of collateralized loan obligations.

 

 

Exhibit A

FORM OF
Officer’s ComplianCe CertificatE

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THIS CERTIFICATE is given pursuant to Section 7(b)(i) of the Standby Letter of Credit Agreement, dated as of October 8, 2021 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), between EVEREST REINSURANCE (BERMUDA), LTD., an exempted company incorporated and existing under the laws of Bermuda (the “Account Party”), and LLOYDS BANK CORPORATE MARKETS PLC (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  as of the date indicated and the results of operations of the Account Party  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 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.


[1]Insert in the case of quarterly financial statements.

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

Everest Reinsurance (Bermuda), Ltd.

By:                                                                          

Name:                                                                     

Title:                                                                       

 

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Annex A

 

COVENANT COMPLIANCE WORKSHEET

 

A.  Minimum Consolidated Tangible Net Worth

(Section 8(a) of the Credit Agreement)

 

 

(1)  Consolidated Tangible Net Worth

 

 

 

a)       Required (Minimum CTNW Amount):

 

 

$[ ]

b)      Actual: 

 

 

$                         

 

 

 

 

 

 

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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

 

  

 

Exhibit b

FORM OF
COLLATERAL VALUE Certificate

 

____________, 20__

Lloyds Bank Corporate Markets plc

1095 Avenue of the Americas, 34th Floor

New York, NY 10036

Attention: Tracey Anchundia, Director - Insurance, Financial Services

Ladies and Gentlemen:

Reference is made to the Standby Letter of Credit Agreement, dated as of October 8, 2021, between EVEREST REINSURANCE (BERMUDA), LTD., an exempted company incorporated and existing under the laws of Bermuda (the “Account Party”), and LLOYDS BANK CORPORATE MARKETS PLC (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(d)(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(d)(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]

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ACCOUNT PARTY

 

Everest Reinsurance (Bermuda), Ltd.

 

By:                                                                          

       Name:

       Title:

 

 

 

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Attachment A

 

COLLATERAL VALUE OF THE COLLATERAL 

 

 

Category of Collateral

Maturity

Fair Market Value

Advance Rate

Collateral Value

Cash

N/A

$________

100%

$________

CDs and savings, money market and demand deposit accounts issued by a federally insured U.S. bank (rated AA- / Aa3 or better)

N/A

$________

95%

$________

U.S. Government Bills, Bonds and Notes (excluding savings bonds)

≤ 5 years

> 5 years

$________

$________

95%

90%

$________

$________

U.S. Corporate/Municipal Bonds I (rated AA- / Aa3 or better)

≤ 5 years

> 5 years

$________

$________

90%
85%

$________

$________

U.S. Corporate/Municipal Bonds II (rated A1 / A+ through BBB / Baa2, nonconvertible, NYSE-traded, denominated in USD)

≤ 5 years

> 5 years

$________

$________

85%

80%

$________

$________

Agency RMBS (GNMA, FNMA, FHLMC; rated AA- / Aa3 or better) other than securities issued pursuant to a re-securitization

Weighted average life ≤ 2 years

Weighted average life > 2 years and ≤ 5 years

Weighted average life > 5 years and ≤ 10 years

Weighted average life > 10 years

$________

 

$________

 

$________

$________

95%

 

90%

 

85%

80%

$________

 

$________

 

$________

$________

Asset-Backed Securities (rated AAA / Aaa or better) other than securities issued

Weighted average life ≤ 10 years

$________

85%

$________

 

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pursuant to a re-securitization

 

 

 

 

Commercial Paper

A1 or P1 Graded Commercial Paper

$________

90%

$________

Total Collateral Value

 

 

 

$________

 

Notes

 

In each case, deposited with or held by the Custodian in a Custodial Account and capable of being marked to market on a daily basis, except that:

1.       No more than 20 percent of the aggregate Collateral (by reference to fair market value) shall at any time consist of U.S. corporate bonds rated A1 / A+ through BBB / Baa2;

2.       In the case of Collateral falling under Asset-Backed Securities and U.S. Corporate/Municipal Bonds above, no more than 10 per cent of the aggregate Collateral (by reference to fair market value) shall at any time shall have been issued by a single issuer;

3.       No more than 10 per cent of the aggregate Collateral (by reference to fair market value) shall at any time consist of collateralized loan obligations;

4.       Not more than 30 per cent of the aggregate Collateral (by reference to fair market value) shall consist of asset-backed securities. For clarity, this is inclusive of collateralized loan obligations.

 

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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: ____________

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Exhibit C

FORM OF APPLICATION

 

 

See attached.

 

APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT

 

Date ____________    L/C No. _____________                                            

 

Dear Sir or Madam 

 

Please issue an IRREVOCABLE Standby Letter of Credit (the “Credit”), by _____  courier   _____  SWIFT as follows :

 

    ADVISING BANK (if applicable):

FOR ACCOUNT OF EVEREST REINSURANCE (BERMUDA), LTD.

 

 

IN FAVOR OF (BENEFICIARY’S NAME)

 

AMOUNT AND CURRENCY IN WORDS

 

 

DATE AND PLACE OF EXPIRATION

_______________  Lloyds Bank Corporate Markets plc counters in New York

 

In consideration of your issuing the Credit substantially in accordance with this application, the undersigned hereby agrees that the terms and conditions as set forth in the Standby Letter of Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Agreement”) dated as of October 8, 2021 between Lloyds Bank Corporate Markets plc (the “Bank”) and the undersigned shall apply to the Credit and to the obligations of the undersigned to the Bank with respect thereto. Unless otherwise agreed between the parties, the letter of credit commission payable by us in respect of the Credit shall be calculated at a rate of __ per cent (__%) calculated in accordance with the Agreement.

 

Please issue the Credit substantially in the form attached.

 

Covering [brief description of what the Letter of Credit is covering]:

 

Special Instructions (if needed):

 

Applicant:

 

EVEREST REINSURANCE (BERMUDA), LTD.

 

By: __________________________

Name:

Title:

 

Date:

 



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Click here to enter text. 

ashurstlogo 

Execution Version.

 

Letter of Credit Facility Agreement

Everest Reinsurance (Bermuda), Ltd.,

and certain subsidiaries of Everest Re Group, Ltd.
as Borrowers

and

Barclays Bank PLC
as Issuer

 

 

November 3, 2021

     
 

Click here to enter text. 

Table

Description automatically generated

 

 

  

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THIS LETTER OF CREDIT FACILITY AGREEMENT (this "Agreement") is made on November 3, 2021

BETWEEN:

(1)                    EVEREST REINSURANCE (BERMUDA), LTD. ("Everest Bermuda"), a Bermuda exempted company registered as a Class 4 and Class C insurer pursuant to the Bermuda Insurance Act (as defined below) (Registration No. 27857);

(2)                    certain Subsidiaries of Everest Group party hereto pursuant to Section 2.14 (each a "Designated Borrower", together with Everest Bermuda, the "Borrowers" and, each a "Borrower"); and

(3)                    BARCLAYS BANK PLC (the "Issuer"). 

Recitals

(A)                   WHEREAS, Everest Bermuda has requested a letter of credit facility from the Issuer to provide Letters of Credit from time to time to support certain of its insurance business (as such term is defined in the Bermuda Insurance Act), regulatory or supervisory requirements;

(B)                   WHEREAS, the Issuer is willing to provide such Letters of Credit, but only upon the terms and subject to the conditions set out in this Agreement.

(C)                   NOW THEREFORE, in consideration of the mutual covenants and agreements herein, the parties hereto agree as follows:

1.                      DEFINITIONS 

1.1                  Defined Terms

As used in this Agreement, the following terms have the meanings specified below:

"Adjusted Fair Market Value means, with respect to any Eligible Collateral, an amount equal to the product of (a) the Fair Market Value of such Eligible Collateral and (b) the Collateral Margin with respect to such Eligible Collateral as set forth on schedule  1 provided, that in the event Eligible Collateral is delivered by the Borrower pursuant to the terms of this Agreement with respect to a Letter of Credit and such Eligible Collateral is denominated in a currency other than the currency of such Letter of Credit, the Collateral Margin applicable to such Eligible Collateral as set forth on Schedule 1 shall be reduced by an additional ten (10) percent;

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution;

"Affiliate means, as to any Person, another Person (whether or not existing as of the date hereof) that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; "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;

"Agency Securities" means single-class mortgage participation certificates in book-entry form and denominated in Dollars backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the FHLMC (excluding REMIC or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by

357363582 


 

adjustable rate mortgages, securities paying interest or principal only and similar derivative securities); (ii) single-class mortgage pass-through certificates in book-entry form and denominated in Dollars backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and ultimate collection of principal of which are guaranteed by the FNMA (excluding REMIC or other multi-class pass-through certificates, pass-through certificates backed by adjustable rate mortgages, collateralized mortgage obligations, securities paying interest or principal only and similar derivative securities); and (iii) single-class fully modified pass-through certificates in book-entry form and denominated in Dollars backed by single-family residential mortgage loans, the full and timely payment of principal and interest of which is guaranteed by the GNMA (excluding REMIC or other multi-class pass-through certificates, collateralized mortgage obligations, pass-through certificates backed by adjustable rate mortgages, securities paying interest or principal only and similar derivatives securities);

"Agreement has the meaning set forth in the preamble;

"Agreement Currency has the meaning assigned to such term in Section 9.18

"Alternative Currency means each of Euro, Sterling, Australian Dollars, Canadian Dollars and each other currency (other than Dollars) that is approved in accordance with Section 1.5

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

"Annual Statement means, as to any Insurance Subsidiary, the annual financial statement of such Person as required to be filed with the applicable Insurance Regulatory Authority of such Person's domicile, together with all exhibits or schedules filed therewith, prepared in conformity with SAP;

"Anti-Corruption Laws" means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Bribery Act 2016 of Bermuda and any similar law, rule or regulation applicable to any Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption;

"Applicable Insurance Regulatory Authority means, with respect to any Insurance Subsidiary, the insurance department or similar administrative, supervisory or regulatory authority or agency of the jurisdiction in which such Insurance Subsidiary is registered or licensed to conduct insurance business;

"Applicable Time means, with respect to any payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Issuer to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment;

"Applicant means the Borrower requesting a L/C Credit Extension;

"Asset Backed Securities" means asset-backed securities denominated in Dollars provided that such securities (a) (i) are issued by a Person incorporated in the United States or a State thereof, (ii) are backed by credit card receivables, automobile loans, commercial mortgages or utility charges (as in Rate Reduction Bonds), (iii) have a weighted average life from the date of determination of ten years or less, (iv) are not re-securitizations of other asset-backed

 

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securities, (v) can be settled through DTC, and (vi) if certificated, can be delivered by book entry or (b) are otherwise agreed to in writing by the Issuer;

"Australian Dollars means the lawful currency of Australia;

"Authority means any of the United Nations, the European Union, Her Majesty's Treasury, any European Union member state, the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC") or any other United States government entity, the State Secretariat for Economic Affairs ("SECO") of Switzerland, the Hong Kong Monetary Authority ("HKMA"), the Monetary Authority of Singapore ("MAS") and/or any other body notified in writing by the Issuer to Everest Bermuda from time to time;

"Auto-Renewal Letter of Credit has the meaning assigned to such term in Section 2.2(b);

"Availability Period means the period from and including the Closing Date to the Commitment Termination Date;

"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 Code means Title 11 of the United States Code entitled "Bankruptcy";  

"Barclays Bank means Barclays Bank PLC;

"Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation;

"Beneficial Ownership Regulation means 31 C.F.R. § 1010.230;

Bermuda Insurance Act” means the Insurance Act 1978 of Bermuda and its related rules and regulations, each as amended;

"Borrower" has the meaning set forth in the preamble;

"Business Day means any day that is not a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Hamilton, Bermuda, New York City, London, England or the state where the Issuer's Office with respect to Obligations denominated in Dollars is located and if such day relates to any Letter of Credit denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Letter of Credit, means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency;

"Canadian Dollars means the lawful currency of Canada;

 

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"Capital Lease Obligation means, as to any Person, the obligations of such Person to pay rent or other amounts under any lease which is required to be classified and accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP.  For purposes of this Agreement, the amount of such Capital Lease Obligation shall be the capitalized amount thereof determined in accordance with GAAP;

"Capital Stock means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination;

"Cash means Dollars held by a Borrower in a Collateral Account that is a deposit account;

"Change in Law means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; 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 promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued;

"Change of 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 Group, 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 Everest Bermuda; or (b) the acquisition of direct or indirect Control of Everest Bermuda by any Person or group, other than Everest Group and any of its direct or indirect Subsidiaries;

"Closing Date means the first date on which all the conditions precedent in Section 4.1  are satisfied or waived in accordance with Section 9.2

"Code means the Internal Revenue Code of 1986, as amended;

"Collateral means, with respect to any Borrower, all property and assets with respect to which a Lien is purported to be granted in favor of the Issuer pursuant to a Security Agreement executed by such Borrower;

"Collateral Account means, with respect to any Borrower, each "deposit account" and "securities account" (as such terms are defined in the UCC) maintained at either of Barclays or a Custodian for such Borrower and subject to (a) a first priority perfected security interest in favor of the Issuer and (b) the terms of a Control Agreement;

 

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"Collateral Compliance Certificate has the meaning assigned to such term in Section 5.1(e);

"Collateral Coverage Amount means, with respect to any Borrower on any date, an amount equal to the sum of the Adjusted Fair Market Value of all Eligible Collateral of such Borrower;

"Collateral Margin means each amount expressed as a percentage under the column titled "Collateral Margin" on schedule  1;

"Commitment means the commitment of the Issuer pursuant to Section ‎2.1 to issue Letters of Credit, in an aggregate Dollar Equivalent stated amount at any one time outstanding not to exceed the Commitment Amount;

"Commitment Amount" means $200,000,000, as such amount is increased or reduced from time to time pursuant to the terms hereof;

"Commitment Fee has the meaning assigned to such term in Section 2.6(a);

"Commitment Termination Date means the earliest of:

(a)        November 3, 2024, and

(b)        the date of termination of all of the Commitment Amount pursuant to Section 7.1

"Company Reinsurance Agreement means any arrangement whereby an Insurance Subsidiary, as reinsurer, agrees to indemnify any other insurance or reinsurance company against all or a portion of the insurance or reinsurance risks underwritten by such insurance or reinsurance company under any insurance or reinsurance policy;

"Compliance Certificate means a certificate substantially in the form of appendix 1

"Confirming Bank has the meaning assigned to such term in the definition of "Issuer";

"Consolidated Net Income" means, for any period, an amount equal to the consolidated net income of Everest Bermuda and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) for such period.

"Consolidated Net Worth means, in respect of Everest Bermuda, at any time, the consolidated stockholders' equity of Everest Bermuda and its Subsidiaries at such time;

"Consolidated Tangible Net Worth" means, in respect of Everest Bermuda, as of any date of determination, the sum of Consolidated Net Worth minus Intangible Assets of Everest Bermuda and its Subsidiaries on such date;

"Contingent Liability means any agreement, undertaking or arrangement by which any Person (outside the ordinary course of business) guarantees, endorses, acts as surety for or otherwise becomes or is contingently liable for (by direct or indirect agreement, contingent or otherwise, to provide funds for payment by, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Debt, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or for the payment of dividends or other distribution upon the shares of any other Person or undertakes or agrees (contingently or otherwise) to purchase, repurchase, or otherwise acquire or become responsible for any Debt, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or to maintain solvency, assets, level of income,

 

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or other financial condition of any other Person, or to make payment or transfer property to any other Person other than for fair value received.  The amount of any Person's obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the lesser of (i) the outstanding principal amount (or maximum permitted principal amount, if larger) of the Debt, obligation or other liability guaranteed or supported thereby and (ii) the maximum stated amount so guaranteed or supported;

"Control Agreement means, with respect to any Borrower, an agreement in form and substance reasonably acceptable to the Issuer among such Borrower, the applicable Custodian and the Issuer with respect to any deposit or securities account of such Borrower in which a Lien is purported to be granted to the Issuer pursuant to a Security Agreement;

"Corporate Securities means US corporate bonds capable of being marked to market on a daily basis and cleared and settled within the United States which are rated by at least two of Fitch, Moody's and S&P; provided that:

(a)        such bonds are not convertible into shares of the issuer and are deposited with or held by the Custodian and subject to perfected first priority security in favor of the Issuer under the Facility Documents;

(b)        not more than ten per cent of any Eligible Collateral (by reference to the Adjusted Fair Market Value) shall comprise Corporate Securities issued by any single issuer; and

(c)         corporate bonds and securities issued by an insurance company, a reinsurance company or a supra-national shall not constitute "Corporate Securities" for the purposes hereof;

"Correspondent Issuance Costs has the meaning assigned to such term in Section 2.6(b);

"Custodial Lien and Set-off Rights has the meaning assigned to such term in Section 3.18

"Custodian means The Bank of New York Mellon and any other or successor custodian approved by the Issuer;

"Debt means, with respect to any Person, at any date, without duplication, (a) all obligations of such Person for borrowed money or in respect of loans or advances; (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations in respect of (i) outstanding letters of credit or bankers' acceptances which have been issued for the account of such Person or (ii) any letter of credit issued for the account of another Person but for which such Person has a reimbursement obligation, in each case regardless of whether such letter of credit or bankers' acceptance has been drawn; (d) all Capital Lease Obligations of such Person; (e) all Hedging Obligations of such Person; (f) to the extent required to be included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services; (g) Debt of such Person secured by a Lien on property owned or being purchased by such Person (including Debt arising under conditional sales or other title retention agreements) whether or not such Debt is limited in recourse; (h) any Debt of another Person secured by a Lien on any assets of such first Person, whether or not such Debt is assumed by such first Person (it being understood that if such Person has not assumed or otherwise become personally liable for any such Debt, the amount of the Debt of such Person in connection therewith shall be limited to the lesser of the face amount of such Debt and the fair market value of all property of such Person securing such Debt); (i) any Debt of a partnership or in which such Person is a general partner unless such debt is nonrecourse to such Person; and (j) all Contingent Liabilities of such Person in connection with the foregoing; provided that, notwithstanding anything to contrary contained herein, Debt shall not include (x) unsecured current liabilities incurred in the ordinary course

 

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of business other than liabilities that are for money borrowed or are evidenced by bonds, debentures, notes or other similar instruments or (y) any obligations of such Person under any Company Reinsurance Agreement or any Primary Policy;

"Debtor Relief Laws means the Bankruptcy Code, 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, Bermuda, the United Kingdom or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally;

"Default means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default;

"Default Rate means an interest rate (before as well as after judgment) equal to the Federal Funds Effective Rate plus 2.0 per cent per annum;

"Designated Borrower has the meaning assigned to such term in the introductory paragraph hereto;

"Designated Borrower Request and Assumption Agreement has the meaning assigned to such term in Section 2.14

"Designated Person means a person or entity;

"Dollar and "$ mean lawful money of the United States;

"Dollar Equivalent means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Issuer 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 Alternative Currency;

"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 paragraph (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in paragraphs (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;

"Eligible Collateral means Asset Backed Securities, Cash, certificates of deposit, commercial paper, Corporate Securities, Federal Agency Debt, Government Debt, Freely Transferable Debt of FHMLC and FNMA, supranational securities and OECD (Organisation for Economic Co-operation and Development) government securities which (a) are denominated in Dollars, (b) except in the case of Cash, for the purposes of calculating the Adjusted Fair Market Value thereof, have the required rating and/or maximum tenor as set forth in schedule  1, (c) are capable of being marked to market on a daily basis and (d) are held in a Collateral Account; provided that during the existence of an Event of Default, only Cash may be substituted for

 

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existing Eligible Collateral and all cash proceeds from the sale of any Eligible Collateral shall be invested in Cash unless the Issuer agrees otherwise;

"EMU Legislation means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency;

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein);

"ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time;

"ERISA Affiliate means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code 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;

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time;

"Euro and "EUR mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation;

"Event of Default has the meaning assigned to such term in Section 7

"Everest Bermuda has the meaning set forth in the preamble;

"Everest Bermuda Security Agreement means the Security Agreement dated as of the date hereof between Everest Bermuda and the Issuer;

"Everest Group means Everest Re Group, Ltd., a Bermuda company;

"Excluded Taxes means, with respect to any payment made by or on account of any obligation of any Borrower under any Facility Document, any of the following Taxes imposed on or with respect to the Issuer or required to be withheld or deducted from a payment to the Issuer:

(a)        income or franchise Taxes imposed on (or measured by) net income (i) by the jurisdiction under the Laws of which the Issuer is organized or in which its principal office is located or in which its applicable lending office is located or (ii) Other Connection Taxes;

(b)        any branch profits or similar Taxes imposed by a jurisdiction under the Laws of which the Issuer is organized or in which its principal office is located or in which its applicable lending office is located;

(c)         withholding Taxes attributable solely to the Issuer's failure to deliver to such Borrower such properly completed and executed documentation if such documentation would have permitted the payments to which the withholding Taxes relate to be made without

 

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withholding or at a reduced rate of withholding, provided the Issuer has determined it is legally able to furnish such documentation;

(d)        in respect of a US Borrower, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Issuer pursuant to a law in effect on the date on which (i) such Issuer becomes a party to this Agreement or (ii) such Issuer changes its lending office, except in each case to the extent that, pursuant to Section 2.10, amounts with respect to such Taxes were payable either to such Issuer’s assignor immediately before such Issuer became a party hereto or to such Issuer immediately before it changed its lending office; or

(e)        withholding Taxes imposed under FATCA;

"Facility Documents means, collectively, this Agreement, the L/C Documents, and each Security Document;

"Fair Market Value" means:

(a)        with respect to any Government Debt, Federal Agency Debt, Debt issued by FHMLC or FNMA or other publicly-traded security the closing price for such security on Bloomberg, Inc. or, if Bloomberg, Inc. is not available, another quotation service reasonably acceptable to the Issuer;

(b)        with respect to Cash, the amount thereof; and

(c)         with respect to any Eligible Collateral (other than those set forth in paragraph (a) or (b) of this definition), the price for such Eligible Collateral on the date of calculation obtained from a generally recognized source approved by the Issuer or the most recent bid quotation from such approved source (or, if no generally recognized source exists as to such Eligible Collateral, any other source specified by a Borrower to which the Issuer does not reasonably object);

"FATCA" means 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, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing such Sections of the Code

"Federal Agency means any of the following agencies of the federal government of the United States: (a) any Federal Farm Credit Bank of the Farm Credit System; (b) the Federal Home Loan Bank; (c) GNMA; and (d) such other federal agencies as are reasonably acceptable to the Issuer;

"Federal Funds Effective Rate means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds target upper bound rate; provided, that if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day; provided, further, that if the Federal Funds Effective Rate

 

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for any day is less than zero, the Federal Funds Effective Rate for such day will be deemed to be zero;

"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source;

"Federal Reserve Board means the Board of Governors of the Federal Reserve System of the United States;

"Fees means the L/C Fees, the Commitment Fee and any other fees referred to in Section 2.6

"FHMLC means the Federal Home Mortgage Loan Corporation;

"Financial Officer means the chief financial officer, chief investment officer, principal accounting officer, treasurer or controller of a Borrower;

"Financial Strength Rating means with respect to any Borrower, the financial strength rating of such Borrower as determined by A.M. Best Company, Inc.;

"Fitch means Fitch Ratings Inc. and any successor thereof;

"FNMA means the Federal National Mortgage Association;

"Foreign Pension Plan means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States by any Borrower or any of its Subsidiaries primarily for the benefit of employees of such Borrower or any one or more of its Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination or severance of employment, and which plan is not subject to ERISA or the Code;

"Freely Transferable means securities which are freely transferable and traded in established and recognized markets and as to which there are readily available price quotations;

"GAAP means generally accepted accounting principles in the United States of America as in effect as of the date of determination thereof;

"GNMA" means the Government National Mortgage Association;

"Government Debt means Freely Transferable Debt issued by the U.S. Treasury Department or backed by the full faith and credit of the United States;

"Governmental Authority means any nation or government, or any state or other political subdivision thereof, and any agency, authority, instrumentality, regulatory body, court, administrative tribunal, 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);

"Hedging Obligations means, with respect to any Person, the liability of such Person under any futures contract or options contract, interest rate swap agreements or interest rate collar agreements and all other agreements or arrangements (other than Retrocession Agreements) designed to protect such Person against fluctuations in interest rates or currency exchange rates.  Debt under a Hedging Obligation shall be the amount of such Person's net obligation, if any, under each hedging agreement (determined on the mark-to-market value for such

 

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agreement based upon a readily available quotation provided by a quotation source typically used for such type of hedging agreement or a recognized dealer in such type of hedging agreement);

"Indemnified Liabilities has the meaning assigned to such term in Section 9.3(b);

"Indemnified Taxes means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of a Borrower under any Facility Document and (b) to the extent not otherwise described in paragraph (a), Other Taxes;

"Indemnitee has the meaning assigned to such term in Section 9.3(b);

"Information has the meaning assigned to such term in Section 9.12

"Insurance Subsidiary" means Everest Bermuda, each other Borrower and each Subsidiary of a Borrower which is licensed by any Governmental Authority to engage in the insurance business as a risk bearing entity;

"Intangible Assets" means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, domain names, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs;

"Investment Guidelines means, with respect to any Borrower or any Subsidiary, the "Statement of Investment Policy and Objectives" of such Borrower or Subsidiary as in effect on, and delivered to the Issuer on or prior to, the Closing Date, as may be changed from time to time by a resolution duly adopted by the board of directors of such Borrower or Subsidiary (or any committee thereof);

"ISP means the rules of the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice or such later version thereof as may be in effect at the time of issuance of a Letter of Credit;

"Issuer means Barclays Bank as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.  The Issuer may, in its discretion, arrange for (a) one or more Letters of Credit to be issued by Affiliates or branches of the Issuer, in which case the term "Issuer" shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch and (b) any Letter of Credit that is (i) to be issued to beneficiaries located in Australia or Canada, (ii) denominated in Australian Dollars or Canadian Dollars or (iii) to be issued to beneficiaries requesting a confirming bank, to be confirmed by a third party confirming bank located in the related country and acceptable to the Issuer (acting reasonably), which confirming bank shall have entered into a letter of credit arrangement acceptable to the Issuer whereby such confirming bank separately undertakes to the beneficiary of such Letter of Credit that, subject to the terms and conditions of such Letter of Credit, demands for payment (or acceptance and payment) under such Letter of Credit will be met by such confirming bank (each, a "Confirming Bank"); 

"Issuer's Office means, with respect to any currency, the Issuer's address and, as appropriate, account as set forth in schedule 3 with respect to such currency, or such other address or account with respect to such currency as the Issuer may from time to time notify to Everest Bermuda;

"Judgment Currency has the meaning assigned to such term in Section 9.18

 

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"Laws means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority;

"L/C Application means an application and agreement for the issuance or amendment of a Letter of Credit, a form of which is attached hereto as schedule 4, or such other form from time to time in use by the Issuer;

"L/C Credit Extension means, with respect to any Letter of Credit, the issuance thereof, the extension of the expiry date thereof (including each Non-Renewal Notice Date), or the increase of the amount thereof;

"L/C Documents means, as to any Letter of Credit, each L/C Application and any other document, agreement and instrument entered into by the Issuer and the Applicant or in favor of the Issuer and relating to such Letter of Credit;

"L/C Expiration Date means the date that is 12 months (or in the case of Letters of Credit denominated in Australian Dollars, 24 months, solely if necessary for regulatory purposes) after the Commitment Termination Date (or if such day is not a Business Day, the immediately preceding Business Day);

"L/C Fee has the meaning assigned to such term in Section 2.6(b);

"L/C Obligations means, as of any date of determination, the Dollar Equivalent of the aggregate amount available to be drawn under all outstanding Letters of Credit plus the Dollar Equivalent of the aggregate of all Reimbursement Obligations (including Unpaid Reimbursement Obligations) after giving effect to any L/C Credit Extensions on such date and repayment of any Reimbursement Obligations with respect to Letters of Credit on such date.  The L/C Obligations of any Borrower shall be the aggregate amount available to be drawn under all outstanding Letters of Credit issued for the account of such Borrower plus the aggregate of all Reimbursement Obligations (including Unpaid Reimbursement Obligations) owed by such Borrower;

"Letter of Credit means any standby letter of credit issued hereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency;

"Lien means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person for its own use, consumption or enjoyment which secures payment or performance of any obligation and shall include any mortgage, lien, pledge, encumbrance, charge, retained title of a conditional vendor or lessor, or other security agreement, mortgage, deed of trust, chattel mortgage, assignment, pledge, retention of title, financing or similar statement or notice, or other encumbrance arising as a matter of law, judicial process or otherwise;

"Material Adverse Effect means any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding) which results in:

(a)        a material adverse effect on the financial condition, operations, business, properties, or assets of (i) any Borrower individually or (ii) any Borrower and its Subsidiaries, taken as a whole;

 

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(b)        a material adverse effect on the ability of any Borrower to perform any of its Obligations under any of the Facility Documents to which it is a party; or

(c)         a material adverse effect on the validity, binding effect or enforceability of this Agreement or any of the other Facility Documents (other than a Letter of Credit), a material adverse effect on the rights, remedies or benefits available to the Issuer under any Facility Document;

"Material Debt shall mean any Debt in an aggregate principal amount exceeding $50,000,000.  For the purposes of determining Material Debt for any letters of credit, the "principal amount" of the obligations in respect of any letter of credit shall be the stated amount of the applicable letter of credit;

"Maximum Rate has the meaning assigned to such term in Section 9.14

"Moody's means Moody's Investors Service, Inc. and any successor thereto;

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

"Net Equity Issuance Proceeds means, in respect of any issuance of Equity Interests of Everest Bermuda or any of its Subsidiaries, cash proceeds received in connection therewith, net of underwriting discounts and commissions and out-of-pocket costs and expenses and disbursements paid or incurred in connection therewith in favor of any Person not an Affiliate of any Borrower;

"Net Income" means, with respect to any Person for any period, the net income (or loss), after extraordinary items, taxes and all other items of expense and income of such Person for such period, determined in accordance with GAAP.

"Nonrenewal Notice Date has the meaning assigned to such term in Section 2.2(b);

"Notice of Exclusive Control means a written notice, in the form attached to the applicable Control Agreement, given by the Issuer to a Custodian upon an Event of Default that the Issuer is exercising sole and exclusive control of a Collateral Account and the Collateral credited thereto;

"Obligations means all indebtedness, obligations and liabilities of the Borrowers to the Issuer existing on the date of this Agreement or arising thereafter (including interest and fees that accrue after the commencement by or against any Borrower of any proceeding under Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding), direct or indirect, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising or incurred under this Agreement or any of the other Facility Documents or in respect of any Reimbursement Obligations incurred under any Letter of Credit or other instrument at any time evidencing any thereof and arising by contract, operation of law or otherwise;

"Organization Documents means, (a) with respect to any corporation or company, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation

 

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or organization and, if applicable, any certificate or articles of formation or organization of such entity;

"Other Connection Taxes means, with respect to the Issuer, Taxes imposed as a result of a present or former connection between the Issuer and the jurisdiction imposing such Tax (other than connections arising from the Issuer having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Facility Document, or sold or assigned an interest in any Letter of Credit or Facility Document);

"Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Facility Document,

except any such Taxes that are Other Connection Taxes imposed with respect to an assignment;

"Outstanding Amount" means, with respect to any L/C Obligations of the Borrowers on any date, the aggregate amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of any drawing under any Letter of Credit.

"Participating Member State means each state so described in any EMU Legislation;

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

"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 (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 any Borrower or any ERISA Affiliate 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;

"Primary Policies means any insurance or reinsurance policies issued by any Insurance Subsidiary or any third party on behalf of an Insurance Subsidiary;

"Private Act means separate legislation enacted in Bermuda with the intention that such legislation apply specifically to any Borrower, in whole or in part;

"Process Agent has the meaning assigned to such term in Section 9.9(d);

"Quarterly Statement means, as to any Insurance Subsidiary, the financial statement of such Person with respect to any fiscal quarter as required to be filed with the applicable Governmental Authority in such Person's domicile, together with all exhibits or schedules filed therewith, prepared in conformity with SAP;

"Reimbursement Obligation means an Applicant's obligation to reimburse the Issuer on account of any drawing under any Letter of Credit as provided in Section 2.2(c);

 

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"Related Parties means, as to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, custodians, administrators, managers, advisors and representatives of such Person and of such Person's Affiliates;

"Responsible Officer means with respect to any Borrower (a) the president, chief executive officer, chief financial officer, chief investment officer, chief operating officer, treasurer, controller or any vice-president of such Borrower, (b) solely for purposes of the delivery of incumbency certificates and certified Organization Documents and resolutions pursuant to Section 4.1, any vice president, secretary or assistant secretary of such Borrower and (c) solely for purposes of requests for L/C Credit Extensions, prepayment notices and notices for Commitment terminations or reductions given pursuant to Section 2, any other officer or employee of such Borrower so designated from time to time by one of the foregoing officers in a notice to the Issuer (together with evidence of the authority and capacity of each such Person to so act in form and substance satisfactory to the Issuer);

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority;

"Retrocession Agreements means any agreement, treaty, certificate or other arrangement whereby an Insurance Subsidiary cedes to another insurer all or part of such Insurance Subsidiary's liability under a policy or policies of insurance insured or reinsured by such Insurance Subsidiary;

"Revaluation Date means with respect to any Letter of Credit, each of the following: (i) each date of issuance, extension or renewal of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) each date of the calculation of outstanding L/C Obligations in connection with the delivery of a Collateral Compliance Certificate hereunder and (v) such additional dates as the Issuer shall determine;

"S&P Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and any successor to its rating agency business;

"Same Day Funds means with respect to any disbursements and payments, immediately available funds in Dollars;

"Sanctioned Country means, at any time, a country or territory which is the subject or target of any comprehensive Sanctions;

"Sanctioned Person means, at any time, (a) any Person listed in any Sanctions-related list of Designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person organized or resident in a Sanctioned Country in violation of Sanctions or (c) any Person controlled by any such Person;

"Sanctions means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by:

(a)        the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or

(b)        the United Nations Security Council, the European Union or Her Majesty's Treasury of the United Kingdom;

 

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"SAP means, as to each Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority for the preparation of its financial statements and other reports by insurance companies of the same type as such Insurance Subsidiary in effect on the date such statements or reports are to be prepared, except if otherwise notified by Everest Bermuda pursuant to Section 1.3

"Security Agreement" means (i) the Everest Bermuda Security Agreement and (ii) any other security agreement substantially in the form attached hereto as appendix 3 or such other agreement acceptable to the Issuer pursuant to which a Lien is granted on any Collateral;

"Security Documents" means:

(a)        each Security Agreement;

(b)        each Control Agreement; and

(c)         any other agreement creating or perfecting security interests or rights in the Collateral;

"Solvent means, when used with respect to a Person, that:

(a)        the fair saleable value of the assets of such Person is in excess of the total amount of the present value of its liabilities (including for purposes of this definition all liabilities (including loss reserves as determined by such Person), whether or not reflected on a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed),

(b)        such Person is able to pay its debts or obligations in the ordinary course as they mature and

(c)         such Person does not have unreasonably small capital to carry out its business as conducted and as proposed to be conducted;

"Spot Rate for a currency means the rate determined by the Issuer to be the rate quoted by the Issuer as the spot rate for the purchase of such currency with another currency through its principal foreign exchange trading office on the date as of which the foreign exchange computation is made; provided that the Issuer may obtain such spot rate from another financial institution designated by the Issuer if the Issuer does not have as of the date of determination a spot buying rate for any such currency;

"Sterling means the lawful currency of the United Kingdom;

"Subsidiary of a Person means a corporation, partnership, limited liability company, association or joint venture or other business entity (in each case, whether or not existing as of the date hereof) of which a majority of the of shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time owned or the management of which is controlled, directly, or indirectly through one or more intermediaries, by such Person.  Unless otherwise specified, all references herein to a "Subsidiary or to "Subsidiaries shall refer to a Subsidiary or Subsidiaries of Everest Group or Everest Bermuda, as applicable;

"Supranational Debt" means (a) Freely Transferable Debt issued or backed by (i) the International Bank for Reconstruction & Development, (ii) the European Bank for Reconstruction & Development, (iii) the Inter American Development Bank, (iv) the International Monetary Fund, (v) the European Investment Bank, (vi) the Asian Development

 

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Bank, (vii) the African Development Bank and (viii) the Nordic Development Bank and (b) OECD Government Securities that are issued or backed by the Government of any member of the Organization for Economic Co-operation and Development and are Freely Transferable Debt;

"Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto;

"Transactions" means the execution, delivery and performance by the Borrowers of this Agreement and the other Facility Documents and the issuance of Letters of Credit hereunder;

"UCC means the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction;

"UCP means the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance of a Letter of Credit;

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form 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 the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution;

"United States and "U.S. mean the United States of America;

"Unpaid Reimbursement Obligation has the meaning assigned to such term in Section 2.2(c).  Solely for purposes of calculating the L/C Obligations and any component thereof, Reimbursement Obligations which have been paid by application of proceeds of Collateral by the Issuer shall not constitute Unpaid Reimbursement Obligations;

"Upfront Fee Letter means each upfront fee letter entered into from time to time between Everest Bermuda and Barclays Bank;

"US Borrower means a Borrower organized under the laws of the United States, any State thereof or the District of Columbia;

"WAL" means weighted average life from the date of determination;

"Wholly-Owned Subsidiary means, with respect to any Person at any date, any Subsidiary of such Person all of the Capital Stock or which (except directors' qualifying shares) are at the time directly or indirectly owned by such Person; and

"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

 

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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.

1.2                  Terms Generally

(a)               The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation".  The word "will" shall be construed to have the same meaning and effect as the word "shall".  Unless the context requires otherwise:

(i)                any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(ii)              any reference herein to any Person shall be construed to include such Person's successors and assigns;

(iii)               the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(iv)             all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement;

(v)               any reference to any Law herein shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any Law herein shall, unless otherwise specified, refer to such Law as amended, modified or supplemented from time to time; and

(vi)             the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)              In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including."

1.3                  Changes in GAAP

If Everest Bermuda notifies the Issuer that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

1.4                  Exchange Rates; Currency Equivalents

 

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(a)               The Issuer shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of L/C Credit Extensions and L/C Obligations denominated in Alternative 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 delivered by a Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Facility Documents shall be such Dollar Equivalent amount as so determined by the Issuer.

(b)              Wherever in this Agreement in connection with the issuance, amendment, extension or renewal 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 an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Issuer, as the case may be.

1.5                  Additional Alternative Currencies

(a)               An Applicant may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of "Alternative Currency"; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.

(b)              Any such request shall be made to the Issuer not later than 11:00 a.m. (New York City time), no less than five Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Issuer in its sole discretion).  The Issuer shall notify the Applicant not later than 11:00 a.m. (New York City time), no more than three Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency.  Any failure by the Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by the Issuer to permit Letters of Credit to be issued in such requested currency.  If the Issuer consents to the issuance of Letters of Credit in such requested currency, the Issuer shall so notify the Applicant and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances.

1.6                  Change of Currency

(a)               Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then:

(i)                any reference in the Facility Documents to, and any obligations arising under the Facility Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Issuer (after consultation with Everest Bermuda); and

(ii)              any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Issuer (acting reasonably).

 

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(b)              If a change in any currency of a country occurs, this Agreement will, to the extent the Issuer (acting reasonably and after consultation with Everest Bermuda) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant market relation to that currency and otherwise to reflect the change in currency.

2.                     COMMITMENTS 

2.1                  Commitment 

Subject to the terms and conditions set forth herein, the Issuer agrees (a) from time to time on any Business Day during the Availability Period, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of each Borrower and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.2, and (b) to honor drawings under the Letters of Credit; provided that after giving effect to any L/C Credit Extension, (i) the L/C Obligations shall not exceed the Commitment Amount, and (ii) the L/C Obligations of the Applicant shall not exceed such Applicant's Collateral Coverage Amount; provided further that no more than three Letters of Credit may be issued on any day. The L/C Obligations of each Borrower shall be several in nature and no Borrower will be liable for the L/C Obligations of another Borrower.

2.2                  Letters of Credit

(a)               Generally. 

(i)                The Issuer shall not be under any obligation to issue any Letter of Credit if:

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

(B)              the issuance of such Letter of Credit would violate one or more policies of the Issuer applicable to letters of credit generally and/or Sanctions;

(C)              except as otherwise agreed by the Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(D)              the Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency or, (x) in the case of a Letter of Credit requested in Australian Dollars or Canadian Dollars or where the beneficiary is located in Australia or Canada, or (y) to the extent the relevant beneficiary has requested use of a Confirming Bank, the Issuer is not able to arrange for a Confirming Bank in respect of such Letter

 

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of Credit (including as a result of the Correspondent Issuance Costs not being approved by the Borrowers pursuant to Section 2.6(b));

(E)              the Borrower requesting such Letter of Credit is an Irish company, unless the beneficiary of such Letter of Credit is neither habitually resident in Ireland nor has a place of establishment in Ireland; or

(F)               such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(ii)              The Issuer shall not be under any obligation to amend or extend any Letter of Credit if (A) the Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto or (C) such Letter of Credit is (x) issued to a beneficiary located in Australia or Canada, (y) issued in Australian Dollars or Canadian Dollars or (z) otherwise issued with a Confirming Bank and, in each such case, the Confirming Bank in respect of such Letter of Credit does not accept the proposed amendment or extension thereto and the Issuer is not able to select a replacement Confirming Bank.

(iii)             Each Letter of Credit shall expire at or prior to the close of business on the earliest of (A) the date requested by the Applicant and (B) the L/C Expiration Date.

(b)              Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i)                Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Applicant delivered to the Issuer in the form of an L/C Application, appropriately completed and signed by a Responsible Officer of such Applicant.  Such L/C Application must be received by the Issuer not later than 11:00 a.m. (New York City time) at least five Business Days (or such shorter period as the Issuer may agree in a particular instance) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the Issuer: (A) the name of the Applicant, (B) the name of the account party (if different), (C) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (D) the amount and currency thereof; (E) the expiry date thereof (which shall be the earlier of the date which is 12 months from the date of issuance (or, in the case of Letters of Credit denominated in Australian Dollars, 24 months, solely if necessary for regulatory purposes) or the L/C Expiration Date); (F) the name and address of the beneficiary thereof (which shall not be Lloyd's of London or members of its syndicate); (G) the documents to be presented by such beneficiary in case of any drawing thereunder; and (H) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder.  In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); and (3) the nature of the proposed amendment.  Additionally, such Applicant shall furnish to the Issuer such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Documents, as the Issuer may reasonably require.

 

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(ii)              Upon confirmation by the Issuer that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions set forth herein, including, without limitation, Section 4.2, the Issuer shall, on the requested date, issue a Letter of Credit for the account of such Applicant or enter into the applicable amendment, as the case may be.

(iii)             If an Applicant so requests in any applicable L/C Application, the Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided that any such Auto-Renewal Letter of Credit shall permit the Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Nonrenewal Notice Date") in each such 12 month period to be agreed upon at the time such Letter of Credit is issued.  The Applicant shall not be required to make a specific request to the Issuer for any such renewal.  Once an Auto-Renewal Letter of Credit has been issued, the Issuer shall renew such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that the Issuer shall not (x) permit any such renewal if the Issuer has determined that it would not be permitted at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.2  or otherwise) or (y) be obligated to permit such renewal if it has determined or received notice (which may be in writing or by telephone (if immediately confirmed in writing)) on or before the day that is fourteen Business Days before the Nonrenewal Notice Date from the Applicant that one or more of the applicable conditions set forth in Section 4.2  is not then satisfied, and directing the Issuer not to permit such renewal.

(iv)             Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuer will also deliver to the Applicant a true and complete copy of such Letter of Credit or amendment.

(c)               Drawings and Reimbursement.  Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer shall notify the Applicant thereof, and the Issuer shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit.  The Applicant shall reimburse the Issuer in Dollars for the amount of such drawing under the Letter of Credit; provided that, in the case of a Letter of Credit denominated in an Alternative Currency, the Issuer may in its sole discretion demand or agree to accept reimbursement in such Alternative Currency instead of in Dollars.  In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuer shall notify the Applicant of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  For a Letter of Credit to be reimbursed in Dollars, the Applicant shall reimburse the Issuer in an amount equal to the amount of such drawing and in the applicable currency by 3:00 p.m. (New York City time) on the next succeeding Business Day; provided that all fees related to such Letter of Credit shall continue to accrue through such next succeeding Business Day.  For a Letter of Credit to be reimbursed in an Alternative Currency, the Applicant shall reimburse the Issuer in an amount equal to the amount of such drawing and in the applicable currency by the Applicable Time on the next succeeding Business Day; provided that all fees related to such Letter of Credit shall continue to accrue through such next succeeding Business Day.  If the Applicant fails to so reimburse the Issuer by such time, the Dollar Equivalent of the amount of the unreimbursed drawing (the

 

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"Unpaid Reimbursement Obligation") shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  Any notice given by the Issuer pursuant to this Section 2.2  may be given by telephone if immediately confirmed in writing; provided that the lack of such confirmation shall not affect the conclusiveness or binding effect of such notice

(d)              Obligations Absolute.  The obligation of an Applicant to reimburse the Issuer for each drawing under each Letter of Credit issued for its account and to repay each Reimbursement Obligation with respect thereto shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)                any lack of validity or enforceability of such Letter of Credit or any term or provision thereof, any Facility Document, or any other agreement or instrument relating thereto;

(ii)              the existence of any claim, counterclaim, setoff, defense or other right that the Applicant may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)             any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)             any payment by the Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply strictly with the terms of such Letter of Credit; or any payment made by the Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)               any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Obligations of the Applicant in respect of such Letter of Credit;

(vi)             any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Applicant or in the relevant currency markets generally; or

(vii)            any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Applicant.

The Applicant shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Applicant's instructions or other irregularity, the Applicant will promptly notify

 

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the Issuer.  The Applicant shall be conclusively deemed to have waived any such claim against the Issuer and its correspondents unless such notice is given as aforesaid.

(e)               Role of Issuer.  The Issuer and the Applicant agree that, in paying any drawing under a Letter of Credit, the Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any document or the authority of the Person executing or delivering any document.  Neither the Issuer, nor any of its correspondents, participants or assignees shall be liable for (i) any action taken or omitted in the absence of gross negligence or willful misconduct or (ii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application.  The Applicant hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Applicant from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  Neither the Issuer nor any of the respective correspondents, participants or assignees of the Issuer shall be liable or responsible for any of the matters described in Section 2.2(d); provided that, notwithstanding anything in such Section to the contrary, the Applicant may have a claim against the Issuer, and the Issuer may be liable to the Applicant, to the extent, but only to the extent, of any direct (as opposed to indirect, special, punitive or exemplary) damages suffered by the Applicant which a court of competent jurisdiction determines in a final non-appealable judgment were caused by the Issuer's gross negligence or willful misconduct or the Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(f)                Applicability of ISP or UCP.  Unless otherwise expressly agreed by the Issuer and the Applicant when a Letter of Credit is issued, such Letter of Credit shall be subject to either the ISP or, if required by the applicable Governmental Authority regulating the beneficiary of such Letter of Credit, the UCP.

(g)               Conflict with L/C Application.  In the event of any conflict between the terms of this Agreement and the terms of any L/C Application, the terms hereof shall control.

2.3                  Cash Collateralization

If the L/C Obligations are accelerated pursuant to Section 7.1, and until the final expiration date of all Letters of Credit and thereafter so long as any L/C Obligations are payable hereunder, the applicable Borrower shall immediately cash collateralize its Letters of Credit with cash and cash equivalents in an amount equal to 102 per cent of the outstanding L/C Obligations and shall deposit such cash and cash equivalents in a special collateral account pursuant to arrangements satisfactory to the Issuer at the Issuer's office in the name of the applicable Borrower, but under the sole dominion and control of the Issuer.

2.4                  Termination or Reduction of Commitment

 

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The Everest Bermuda may, upon notice to the Issuer, terminate or reduce the unused portion of the Commitment; provided that (a) such notice shall be in writing and must be received by the Issuer at least three Business Days prior to the effective date of such termination or reduction, and shall be irrevocable, (b) any such partial reduction shall be in an aggregate amount of $5,000,000 or a larger multiple of $1,000,000, (c) the Everest Bermuda shall not terminate or reduce the Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the L/C Obligations would exceed the Commitment Amount.  Unless previously terminated, the Commitment shall automatically terminate on the date specified in paragraph (a) of the definition of "Commitment Termination Date".

2.5                  Interest 

(a)               If any amount payable by a Borrower under this Agreement or any other Facility Document (including any interest, fees and other amount) is not paid when due, whether by acceleration or otherwise, such amount shall thereafter bear interest at a rate per annum equal to the applicable Default Rate. While any Event of Default exists the L/C Fees shall accrue at the Default Rate.

(b)              Interest on Unpaid Reimbursement Obligations shall be payable upon the date of repayment and upon demand.

(c)               Interest hereunder shall be due and payable before and after judgment and before and after the commencement of any proceeding under any Debtor Relief Law.

(d)              Any interest accruing on any unpaid and overdue amount will be compounded daily but will remain due and payable on demand.

2.6                  Fees 

(a)               Commitment Fee

The Everest Bermuda shall pay to the Issuer a commitment fee (the "Commitment Fee"), in Dollars, equal to 0.125 per cent per annum times the actual daily amount by which the Commitment Amount exceeds the L/C Obligations.  The accrued Commitment Fee shall be payable in arrears on the last Business Day of each March, June, September and December, commencing on the first such date to occur after the date hereof, and on the Commitment Termination Date.

(b)              L/C Fees

Each Applicant agrees to pay to the Issuer a Letter of Credit fee, in Dollars with respect to the Stated Amount of each of its outstanding Letters of Credit (the "L/C Fee"), during the period from and including the Closing Date to but excluding the later of the Commitment Termination Date and the date on which the Issuer ceases to have any L/C Obligations thereunder, in an amount equal to the product of (x) the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) times (y) 0.375 per cent per annum, calculated in accordance with Section 2.6(c) belowAccrued L/C Fees shall be payable in arrears on the last Business Day of each March, June, September and December, commencing on the first such date to occur after the Closing Date, and ending on the earlier of (i) the date, after the Commitment Termination Date, on which there are no outstanding Letters of Credit and (ii) the L/C Expiration Date; provided that any such fees accruing after the L/C Expiration Date shall be payable on

 

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demand.  Notwithstanding anything herein to the contrary, while any Event of Default exists, all L/C Fees shall accrue at the Default Rate.  In addition, each Applicant agrees to pay to the Issuer, in Dollars, (i) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuer relating to letters of credit as from time to time in effect, and (ii) with respect to Letters of Credit issued to beneficiaries located other than in the United States or the United Kingdom or with respect to Letters of Credit issued in currencies other than Dollars or Sterling, if there will be any fees and expenses charged by any correspondent or Confirming Bank in connection with such Letter of Credit ("Correspondent Issuance Costs"), the Issuer shall, as soon as reasonably practicable, advise the Applicant of such Correspondent Issuance Costs and such Letter of Credit shall not be issued unless and until such Correspondent Issuance Costs have been approved by the Applicant, notwithstanding the timeframes for the issuance of Letters of Credit required by Section 2.2.  All of such fees, costs and charges described in the immediately preceding sentence shall be payable to the Issuer within three Business Days after its demand therefor and are non-refundable.

(c)               Upfront Fees

The Borrowers shall pay an upfront fee to the Issuer on the Closing Date, in an amount set out in the invoice issued to Everest Bermuda by the Issuer on or prior to the Closing Date.

(d)              Tariff Charges

The Borrowers shall pay the tariff charges set out in schedule 5 to this Agreement in connection with each item set out in such schedule.

(e)               Fee Computation

The L/C Fees and the Commitment Fee shall be computed on the basis of a year of 360 days and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  Each determination by the Issuer of a fee hereunder shall be conclusive absent manifest error.

2.7                  Evidence of Debt

Issuer shall maintain in accordance with its usual practice records evidencing the indebtedness of each Borrower to Issuer resulting from each L/C Credit Extension.  The entries made in the records maintained pursuant to this Section 2.7 shall be prima facie evidence absent manifest error of the existence and amounts of the obligations recorded therein.  Any failure of the Issuer to maintain such records or make any entry therein or any error therein shall not in any manner affect the obligations of any Borrower under this Agreement and the other Facility Documents.

2.8                  Payments Generally

(a)               Payments by a Borrower

All payments to be made by a Borrower under any Facility Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  All payments by a Borrower shall be made to the Issuer at the Issuer's Office in Dollars and in Same Day Funds not later than 3:00 p.m. (New York City time) on the date specified herein or, in the case of any payment in an Alternative Currency, not later than the Applicable Time on the date specified herein.  With respect to L/C Obligations

 

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denominated in an Alternative Currency and payable in Dollars, the Applicant shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.

All amounts received by the Issuer after (i) 3:00 p.m. (New York City time), in the case of payments in Dollars, or (ii) the Applicable Time, in the case of payments in an Alternative Currency, shall in each case be deemed to have been received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue.  If any payment to be made by a Borrower shall fall due on a day that is not a Business Day, payment shall be made on the next succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such next succeeding Business Day would fall after the Commitment Termination Date, payment shall be made on the immediately preceding Business Day.

(b)              Application of Insufficient Payments

Subject to Section 7.2, if at any time insufficient funds are received by and available to the Issuer with respect to an Applicant to pay fully all amounts of such Borrower's principal, Unpaid Reimbursement Obligation, interest and fees then due hereunder, such funds shall be applied (i) first, to pay such Borrower's interest and fees then due hereunder and (ii) second, to pay such Borrower's Unpaid Reimbursement Obligations then due hereunder.

2.9                  Compensation for Losses

Upon written demand of the Issuer from time to time, setting forth in reasonable detail the basis for calculating such compensation, each Applicant shall promptly (but in any event within ten days) after such demand compensate the Issuer for and hold the Issuer harmless from any loss, cost or expense incurred by it as a result of any failure by the Applicant to make payment of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date, including, any loss or expense arising from the liquidation or reemployment of funds obtained by it from fees payable to terminate the deposits from which such funds were obtained, or from the performance of any foreign exchange contract; provided that, for the avoidance of doubt, no Applicant shall be obligated to compensate the Issuer under this Section for any loss of anticipated profits in respect of any of the foregoing.

2.10              Taxes 

(a)               Payments Free of Taxes

Any and all payments by or on account of any obligation of any Borrower under any Facility Document shall be made free and clear of and without deduction or withholding for any Taxes; provided that if any applicable Law (as determined in the good faith discretion of the Issuer) requires the deduction or withholding of any Tax from any such payment by such Borrower, then such Borrower shall make such deduction or withholding and timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by such Borrower shall be increased as necessary so that after making such deductions or withholdings (including such deductions or withholdings applicable to additional sums payable under this Section) the Issuer receives an amount equal to the sum it would have received had no such deductions or withholdings been made.

 

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(b)              Payment of Other Taxes by the Applicant

Each Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Issuer timely reimburse the Issuer for the payment of, any Other Taxes.

(c)               Indemnification by the Applicant

Each Borrower shall indemnify the Issuer within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Issuer with respect to such Applicant and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Applicant by the Issuer shall be conclusive absent manifest error.

(d)              Evidence of Payments

As soon as practicable after any payment of Taxes by any Borrower to a Governmental Authority pursuant to this Section, such Applicant shall deliver to the Issuer the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Issuer.

(e)               Treatment of Certain Refunds

If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.10  with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything in this paragraph (e) to the contrary, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the  indemnification payments or additional amounts giving rise to such refund had never been paid.  This paragraph (e) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(f)               Indemnification by the Issuer

The Issuer shall indemnify each Borrower within ten days after demand therefor, for any Excluded Taxes attributable to the Issuer and that are payable or paid by such Borrower in connection with any Facility Document, and any reasonable expenses arising

 

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therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Issuer by such Borrower shall be conclusive absent manifest error.

2.11              Increased Costs

(a)               Increased Costs Generally

If any Change in Law shall:

(i)                impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Issuer;

(ii)              subject the Issuer to any Taxes, other than;

(A)               Indemnified Taxes;

(B)              Taxes described in paragraphs (c) through (e) of the definition of "Excluded Taxes"; and

(C)              Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar Taxes or that are franchise or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)             impose on the Issuer any other condition, cost or expense (except, in each case, with respect to Taxes) affecting this Agreement or any Letter of Credit,

and the result of any of the foregoing shall be to increase the cost to the Issuer of issuing or maintaining any Letter of Credit (or of maintaining its obligation to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Issuer hereunder (whether of interest or any other amount) then, upon request of the Issuer, the Borrowers will pay to the Issuer such additional amount or amounts as will compensate the Issuer for such additional costs incurred or reduction suffered.

(b)              Capital and Liquidity Requirements

If the Issuer determines that any Change in Law affecting the Issuer, any of its applicable lending offices or its holding company regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on capital for the Issuer or its holding company, if any, as a consequence of this Agreement, the Commitment of the Issuer or the Letters of Credit issued by the Issuer, to a level below that which the Issuer or its holding company could have achieved but for such Change in Law (taking into consideration the Issuer's or its holding company's policies with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to the Issuer such additional amount or amounts as will compensate the Issuer or its holding company for any such reduction suffered.

(c)               Certificates for Reimbursement

A certificate of the Issuer setting forth in reasonable detail the amount or amounts necessary to compensate the Issuer or its holding company as specified in paragraph (a)  

 

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or (b) of this Section and delivered to such Borrower, shall be conclusive absent manifest error.  Such Borrower shall pay the Issuer the amount shown as due on any such certificate promptly (but in any event within ten days) after receipt thereof.

(d)              Delay in Requests

Failure or delay on the part of the Issuer to demand compensation pursuant to this Section shall not constitute a waiver of the Issuer's right to demand such compensation; provided that no Borrower shall be required to compensate the Issuer pursuant to this Section for any increased costs incurred or reductions suffered more than three months prior to the date that the Issuer notifies such Borrower of the Change in Law giving rise to such increased costs or reductions, and of the Issuer's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof).

2.12              Illegality 

If it becomes unlawful in any applicable jurisdiction for the Issuer to issue or maintain any Letter of Credit:

(a)               the Issuer shall promptly notify Everest Bermuda upon becoming aware of that event; and

(b)              upon the Issuer notifying Everest Bermuda, the Issuer shall have no obligation to issue or maintain any Letter of Credit in such jurisdiction.

2.13              Mitigation Obligations

If at any time the Issuer requests compensation under Section 2.10  or Section 2.11, then the Issuer shall, at the request of Everest Bermuda, use reasonable efforts to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of the Issuer, such designation or assignment:

(a)               would eliminate or reduce amounts payable pursuant to Section 2.10  or Section 2.11, as the case may be, in the future; and

(b)              in each case, would not subject the Issuer to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Issuer. Everest Bermuda hereby agrees to pay all reasonable costs and expenses incurred by the Issuer in connection with any such designation or assignment.

2.14              Designated Borrowers

(a)               Everest Bermuda may at any time, upon not less than 15 days' notice from Everest Bermuda to the Issuer (or such longer period as is determined by the Issuer to be reasonably necessary for the Issuer to comply with governmental or regulatory requirements), request to designate any additional Insurance Subsidiary of Everest Group (a "Designated Borrower") as a Borrower to request Letters of Credit by delivering to the Issuer a duly executed notice and agreement in substantially the form of appendix 4 (a "Designated Borrower Request and Assumption Agreement").  If, following receipt by the Issuer of a duly completed Designated Borrower Request and Assumption Agreement, the Issuer agrees (in its sole discretion) that a Designated Borrower shall be entitled to request L/C Credit Extensions hereunder, then promptly

 

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following receipt of all items set forth in Section 4.2(f), the Issuer shall send the accepted Designated Borrower Request and Assumption Agreement to such Designated Borrower and Everest Bermuda and the effective date upon which the Designated Borrower shall constitute a Borrower for purposes hereof, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no L/C Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. For the avoidance of doubt, (a) the parties hereto acknowledge and agree that prior to any Designated Borrower becoming entitled to request L/C Credit Extensions, the Issuer shall have received the items set forth in Section 4.2(f), and (b) the Issuer shall have no obligation to agree to any proposed Designated Borrower becoming a Designated Borrower hereunder pursuant to this Section (notwithstanding the fact that all items under Section 4.2(f) may have been delivered to the Issuer), and any decision to accept a Designated Borrower shall be in the sole discretion of the Issuer.

(b)              Everest Bermuda and each Insurance Subsidiary of Everest Group that is or becomes a "Designated Borrower" pursuant to this Section 2.14  hereby irrevocably appoints Everest Bermuda as its agent for all purposes relevant to this Agreement and each of the other Facility Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto.  Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by Everest Bermuda, whether or not any such other Borrower joins therein.  Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Everest Bermuda in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.

(c)               Everest Bermuda may from time to time, upon not less than five Business Days' notice from Everest Bermuda to the Issuer (or such shorter period as may be agreed by the Issuer in its sole discretion), terminate a Designated Borrower's status as such, provided that there are no Letters of Credit issued for the account of such Designated Borrower or other amounts payable by such Designated Borrower hereunder, as of the effective date of such termination.

2.15              [Reserved] 

2.16              [Reserved] 

3.                     REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Issuer that:

3.1                  Corporate Authority

(a)               Incorporation; Good Standing

Such Borrower (a) is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite corporate (or the equivalent company) power to own its property and conduct its business as now conducted and as presently contemplated, and (c) is in good standing as a foreign corporation (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

 

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(b)              Authorization; Enforceability

The Transactions are within such Borrower's corporate powers and have been duly authorized by all necessary corporate and, if required, shareholder action.  Each Facility Document to which such Borrower is a party has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

3.2                  Governmental Approvals; No Conflicts

The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable Law or the Organization Documents of such Borrower or any order of any Governmental Authority applicable to such Borrower and (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Borrower or its assets, or give rise to a right thereunder to require any payment to be made by such Borrower.

3.3                  Financial Condition; No Material Adverse Change

(a)               Financial Statements

Each Borrower has heretofore furnished to the Issuer the unaudited consolidated balance sheet and statements of income of such Borrower as of and for the fiscal quarter ended June 30, 2021. Such financial statements present fairly, in all material respects, the financial position and results of operations of such Borrower and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP.

(b)              No Material Adverse Changes.  Since December 31, 2020, there has been no event or circumstance that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

3.4                  Properties 

(a)               Good Title.  Such Borrower has good title to, or valid leasehold interests in, all its real and personal property material to its business, taken as a whole, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b)              Intellectual Property.  Such Borrower owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and, to the knowledge of such Borrower, the use thereof by such Borrower does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

3.5                  Litigation 

There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of such Borrower, threatened in writing against or affecting such Borrower or any of its Subsidiaries (a) that could reasonably be expected,

 

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individually or in the aggregate, to result in a Material Adverse Effect or (b) that involve this Agreement or the Transactions.

3.6                  Compliance with Laws and Agreements

Each of such Borrower and its Subsidiaries is in compliance with: (i) its Organization Documents and (ii) all Laws and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

3.7                  Investment Company Status

No Borrower is an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940.  No Borrower is engaged in "investment business" as defined in the Investment Business Act 2003 of Bermuda, as amended.

3.8                  Taxes 

Each of such Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

3.9                  ERISA 

No Borrower has any direct obligations or direct liability under any Plan, and except as would not reasonably be expected to have a Material Adverse Effect, no ERISA Affiliate has any obligation or liability with respect to any Plan.

3.10              Insurance Licenses

As of the Closing Date,

(a)               schedule 2 attached hereto lists all of the jurisdictions in which any Borrower holds active licenses and is authorized to transact insurance business;

(b)              no such license is the subject of a direction issued by an Applicable Insurance Regulatory Authority, proceeding for suspension or revocation, there is no sustainable basis for such suspension or revocation, and to such Borrower's knowledge, no such suspension or revocation has been threatened by any Governmental Authority;

(c)               schedule 2 also indicates the type or types of insurance in which any Borrower is permitted to engage with respect to each license therein listed; and

(d)              no Borrower nor any Insurance Subsidiary transacts any insurance business, directly or indirectly, in any jurisdiction where it would be unlawful for it to do so.

3.11              Subsidiaries 

As of the Closing Date, such Borrower has no Subsidiaries.

3.12              Material Agreements

 

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Neither such Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

3.13              Disclosure 

Such Borrower has disclosed to the Issuer all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  None of the reports, financial statements, certificates or other information furnished by or on behalf of such Borrower to the Issuer in connection with the negotiation of this Agreement or delivered hereunder taken as a whole (as modified or supplemented by other information so furnished) contains any 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 misleading; provided that, with respect to projected financial information, such Borrower represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that projected financial information is as to future events and is not to be viewed as fact and that actual results during the period or periods covered by any such information may differ significantly from the projected results and such differences may be material).

As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

3.14              Solvency 

Such Borrower and each Subsidiary of such Borrower are, on a consolidated basis, Solvent.

3.15              Foreign Pension Plan

Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(a)               each Foreign Pension Plan has been maintained in compliance with its terms and in compliance with the requirements of any and all applicable Laws, statutes, rules, regulations and orders (including all funding requirements and the respective requirements of the governing documents for each such Foreign Pension Plan) and has been maintained, where required, in good standing with applicable regulatory authorities;

(b)              all contributions required to be made with respect to a Foreign Pension Plan have been timely made;

(c)               no actions or proceedings have been taken or instituted to terminate or wind up a Foreign Pension Plan;

(d)              neither such Borrower nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan; and

(e)               no Foreign Pension Plan is a defined benefit plan.

3.16              Anti-Corruption Laws and Sanctions

Such Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance in all material respects by such Borrower, its Subsidiaries and

 

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their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and such Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of such Borrower its directors and agents (under the control of such Borrower or any Subsidiary), are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.  None of (a) such Borrower, any Subsidiary or to the knowledge of such Borrower any of their respective directors, officers or employees, or (b) to the knowledge of such Borrower, any agent (under the control of such Borrower or Subsidiary) of such Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the letter of credit facility established hereby, is a Sanctioned Person.  No Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

3.17              Absence of Financing Statements

There is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry or other public office, that purports to cover, affect or give notice of any present or possible future lien on any of the Collateral other than those in favor of the Issuer.

3.18              Perfection of Security Interest

All filings, assignments, pledges and deposits of documents or instruments have been made and all other actions have been taken, or, where applicable Law requires filing after the execution of this Agreement (or the Security Agreements), will be taken, that are necessary or advisable, under applicable Law, to establish and perfect the Issuer's security interest in the Borrower's Collateral.  The Issuer acknowledges and agrees that the Collateral is subject to liens and set-off rights in favor of the Custodian as expressly permitted pursuant to the applicable Control Agreement (the "Custodial Lien and Set-off Rights").  The Collateral and the Issuer's rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses other than the Custodial Lien and Set-off Rights.  Such Borrower is the owner of the Collateral free from any lien, encumbrance or security interest, other than the Custodial Lien and Set-Off Rights and the Liens granted hereby.

3.19              Use of Proceeds

Letters of Credit will be used solely to support Company Reinsurance Agreements, insurance or reinsurance agreements or the regulatory or supervisory requirements applicable to the Borrowers, provided that no Letter of Credit will be issued to Lloyd's of London or members of its syndicate (whether in connection with a Company Reinsurance Agreement or to provide supporting funds).

3.20              Representations as to Foreign Jurisdiction Matters

(a)               If such Borrower is not organized under the laws of the United States or a state thereof, such Borrower is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Facility Documents to which it is a party (the "Applicable Facility Documents"), and the execution, delivery and performance by such Borrower of the Applicable Facility Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Borrower nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Borrower is organized (the "Applicable Foreign Jurisdiction") in respect of its obligations under the Facility Documents.

 

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(b)              The Applicable Facility Documents are in proper legal form under the Laws of the Applicable Foreign Jurisdiction for the enforcement thereof against such Borrower under the Laws of the Applicable Foreign Jurisdiction, and to ensure the legality, validity, enforceability or admissibility in evidence of the Applicable Facility Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Facility Documents that the Applicable Facility Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Facility Documents or any other document, except for any such filing, registration, recording, execution or notarization that has been made and is in full force and effect, or is not required to be made until the Applicable Facility Documents are sought to be enforced, or any such filing, registration or recording with respect to the Security Agreements which will be made promptly after the execution of this Agreement (or the Security Agreements).

(c)               As of the Closing Date (or, in the case of a Designated Borrower, the date such Person becomes a Borrower), there is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the Applicable Foreign Jurisdiction either (i) on or by virtue of the execution or delivery of the Applicable Facility Documents or (ii) on any payment to be made by such Borrower pursuant to the Applicable Facility Documents.

(d)              The execution, delivery and performance of the Applicable Facility Documents are, under applicable foreign exchange control regulations of the Applicable Foreign Jurisdiction, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in paragraph (ii) shall be made or obtained as soon as is reasonably practicable).

(e)               If the Borrower's Applicable Foreign Jurisdiction is Bermuda, such Borrower has not received any direction or other notification from the Bermuda Monetary Authority pursuant to Section 32 of the Bermuda Insurance Act and is not the subject of any Private Act.

3.21              No Event of Default

No Default has occurred and is continuing.

4.                     CONDITIONS 

4.1                  Closing Date

The obligation of the Issuer to issue Letters of Credit hereunder is subject to the satisfaction (or waiver in accordance with Section 9.2) of the following conditions:

(a)               Executed Counterparts of this Agreement.  The Issuer shall have executed this Agreement and received a counterpart of this Agreement signed by Everest Bermuda (or written evidence satisfactory to the Issuer of a signed signature page to this Agreement that Everest Bermuda have signed a counterpart of this Agreement).

(b)              Executed Counterparts of the Security Documents.  The Issuer shall have received from Everest Bermuda, a counterpart of its applicable Security Documents executed by the parties thereto which shall be in full force and effect and shall be in form and

 


 

substance satisfactory to the Issuer and the Issuer shall have viewing rights with respect to the Collateral Accounts subject to such Control Agreement.

(c)               Certificates.  The Issuer shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary, assistant secretary or Responsible Officers of Everest Bermuda as the Issuer may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Facility Documents.

(d)              Corporate Documents.  The Issuer shall have received such other documents and certificates (including Organization Documents and good standing (or similar) certificates) as the Issuer may reasonably request relating to the organization, existence and good standing of  and any other legal matters relating to Everest Bermuda, the Facility Documents or the transactions contemplated thereby.

(e)               Opinion of Counsel to Everest Bermuda.  The Issuer shall have received an opinion of Mayer Brown LLP, New York counsel to Everest Bermuda, addressed to the Issuer and dated the Closing Date, in form and substance satisfactory to the Issuer (and Everest Bermuda hereby instructs such counsel to deliver such opinion to the Issuer).

(f)                Opinion of Additional Counsel to Everest Bermuda  The Issuer shall have received (i) an opinion of Conyers Dill & Pearman Limited, Bermuda counsel to Everest Bermuda addressed to the Issuer and dated the Closing Date, in form and substance satisfactory to the Issuer (and Everest Bermuda hereby instructs such counsel to deliver such opinion to the Issuer).

(g)               Fees and Expenses.  Everest Bermuda shall have paid all fees, costs and expenses (including legal fees and expenses) agreed in writing to be paid by it to the Issuer in connection herewith to the extent due (and, in the case of expenses (including legal fees and expenses), to the extent that statements for such expenses shall have been delivered to Everest Bermuda prior to the Closing Date).

(h)              KYC Information.  Everest Bermuda shall have provided to the Issuer the documentation and other information requested by the Issuer in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the PATRIOT Act.  If Everest Bermuda qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided to the Issuer a Beneficial Ownership Certification in relation to it.

(i)                Financial Strength Rating.  The Financial Strength Rating of Everest Bermuda shall be B++ or better.

(j)                Officer's Certificate.  The Issuer shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of Everest Bermuda, confirming satisfaction of the conditions set forth in paragraph (i) of this Section and compliance with the conditions set forth in paragraphs (b) and (c) of the first sentence of Section 4.2

(k)               Compliance Certificate.  The Issuer shall have received a duly completed Compliance Certificate of Everest Bermuda dated as of the Closing Date.

(l)                Process Agent Letter.  A letter from the Process Agent agreeing to the terms of Section 9.9(d) in respect of Everest Bermuda.

 


 

The Issuer shall notify Everest Bermuda of the Closing Date, and such notice shall be conclusive and binding on the Borrowers.

4.2                  Conditions to All L/C Credit Extensions

The obligation of the Issuer to make any L/C Credit Extension is additionally subject to the satisfaction of the following conditions:

(a)               the Issuer shall have received, except with respect to an Auto-Renewal Letter of Credit, an L/C Application, as applicable, in accordance with the requirements hereof;

(b)              the representations and warranties of the Borrowers set forth in this Agreement and in any other Facility Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such L/C Credit Extension (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);

(c)               no Default shall have occurred and be continuing or would result from such L/C Credit Extension or from the application of proceeds thereof;

(d)              in the case of a Letter of Credit to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Issuer would make it impracticable for such L/C Credit Extension to be denominated in the relevant Alternative Currency;

(e)               following any L/C Credit Extension, the L/C Obligations shall not exceed the Commitment Amount and the L/C Obligations of a Borrower shall not exceed such Borrower's Collateral Coverage Amount;

(f)                In addition to satisfaction of the conditions in paragraphs (a) through (e), the obligation of the Issuer to make an initial L/C Credit Extension to a Designated Borrower is subject to the satisfaction of the conditions that the Issuer shall have received the following:

(i)                a Designated Borrower Request and Assumption Agreement executed by such Designated Borrower and Everest Bermuda, a Security Agreement executed by such Designated Borrower and the Issuer and a Control Agreement executed by the Designated Borrower, the Issuer and the applicable Custodian;

(ii)              all documents as shall reasonably demonstrate the existence of such Designated Borrower, the corporate power and authority of such Designated Borrower to enter into, and the validity with respect to such Designated Borrower of, this Agreement and the other Facility Documents to which it is a party and the incumbency of officers executing the Facility Documents (including an opinion of counsel to such Designated Borrower and, if such counsel is not licensed to practice in New York, an opinion of New York counsel), in form and substance reasonably satisfactory to the Issuer;

(iii)             a certificate of a Responsible Officer of such Designated Borrower either (A) attaching copies of all consents, licenses and approvals from a Governmental Authority required in connection with the execution, delivery and performance by such Designated Borrower and the validity against such Designated Borrower of the Facility Documents to which it is a party and confirming that such consents,

 


 

licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(iv)             such corporate documents and other information as the Issuer shall reasonably request for purposes of the Patriot Act and its "Know Your Client" requirements, including, if such Designated Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Designated Borrower;

(v)               if such Designated Borrower is not organized in the United States or a state thereof, the Issuer shall not be subject to any legal or regulatory requirement to be licensed to do business in the jurisdiction in which such Designated Borrower is organized in order to make L/C Credit Extensions to such Designated Borrower or shall be otherwise prohibited from extending credit to such Designated Borrower; and

(vi)             A letter from the Process Agent agreeing to the terms of Section 9.9(d) in respect of such Designated Borrower.

Each request for an L/C Credit Extension hereunder and each L/C Credit Extension shall be deemed to constitute a representation and warranty by the Borrowers on and as of the date of the applicable L/C Credit Extension as to the matters specified in paragraphs (b) and (c) above in this Section.

5.                     AFFIRMATIVE COVENANTS

Until the Commitment has expired or been terminated and all Letters of Credit shall have expired or been terminated and all other Obligations have been paid in full, each Borrower covenants and agrees to:

5.1                  Financial Statements, Certificates and Information

Deliver to the Issuer:

(a)               within 150 days after the end of Everest Bermuda's fiscal year, the audited consolidated financial statements of Everest Bermuda for that fiscal year.  The consolidated financial statements will set forth in each case in comparative form the figures for the previous fiscal year as available, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Everest Bermuda and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b)              commencing with the fiscal quarter ending September 30, 2021, within 70 days after the end of each of the first three quarters of each fiscal year of Everest Bermuda, unaudited consolidated balance sheet and related statements of operations for that financial quarter and the fiscal year to date.  The consolidated financial statements will set forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year as available, all certified by a Financial Officer of Everest Bermuda as presenting fairly in all material respects the financial condition and results of operations of Everest

 

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Bermuda and its consolidated Subsidiaries in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)               concurrently with the delivery to the Issuer of the financial statements under Sections 5.1(a) and 5.1(b), a duly completed Compliance Certificate signed by a Financial Officer of Everest Bermuda;

(d)              within ten days after A.M. Best, S&P or any other nationally recognized rating agency shall have announced a change in its financial strength rating of such Borrower or any Insurance Subsidiary thereof, or shall have first assigned a rating thereto, written notice of such changed or initial rating;

(e)               [reserved]; 

(f)                within ten Business Days after the end of each calendar month, a certificate (a "Collateral Compliance Certificate") substantially in the form of appendix 2 attached hereto, signed by an officer of such Borrower, certifying compliance with the collateral coverage requirement set forth in Section 5.10  and demonstrating, in detail satisfactory to the Issuer, the Fair Market Value of such Borrower's Eligible Collateral as of the last Business Day of the immediately preceding month; and

(g)               promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Borrower, or compliance with the terms of this Agreement, as the Issuer may reasonably request.

Information required to be delivered pursuant to the foregoing Section 5.1(a), (b) and (c) shall be deemed to have been delivered on the date on which such Borrower delivers copies of such information to the Issuer or on the date on which such Borrower provides notice (including notice by electronic transmission) to the Issuer that such information has been posted on a website identified in such notice and accessible by the Issuer without charge.

5.2                  Notices 

(a)               Furnish to the Issuer as soon as possible but in any event within ten days after any officer of such Borrower becomes aware thereof, written notice of the following:

(i)                Defaults.  The occurrence of any Default.

(ii)              Litigation.  The filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting such Borrower that could reasonably be expected to result in a Material Adverse Effect.

(iii)             Foreign Pension Plan Liabilities.  Any Borrower's Foreign Pension Plan becomes a defined benefits plan.

(iv)             Insurance Licenses.  (i) The receipt by any Insurance Subsidiary of any notice or direction from any Governmental Authority (including any Applicable Insurance Regulatory Authority) of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any license now or hereafter held by such Insurance Subsidiary which is required to conduct insurance business in compliance with all applicable Laws and regulations, (ii) the receipt of any notice from any Governmental Authority (including any Applicable Insurance Regulatory Authority) of the institution of any disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any order,

 

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the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority (including any Applicable Insurance Regulatory Authority) or (iii) any judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) which has been issued or adopted.

(v)               Beneficial Ownership Certification .  Any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

(b)              Furnish to the Issuer as soon as possible but in any event within three Business Days after any officer of such Borrower becomes aware thereof, written notice of any setoff, claims, withholdings or other defenses to which any of its Collateral, or the Issuer's rights with respect to such Collateral, are subject other than with respect to the Custodial Lien and Set-off Rights, provided, that such Borrower will notify the Issuer hereunder of any set-off exercised by the Custodian pursuant to the Custodial Lien and Set-off Rights.

Each notice delivered under this Section 5.2 shall be accompanied by a statement of a Financial Officer or other executive officer of such Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

5.3                  Existence; Conduct of Business

Such Borrower will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges and franchises (including without limitation, certificates of authority and other required insurance licenses) material to the conduct of the business of such Borrower and its Subsidiaries, taken as a whole, except, in the case of paragraph (b), where failure to do so, individually or in the aggregate, could not be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger or consolidation permitted under this Agreement.

5.4                  Maintenance of Office

Such Borrower will maintain its principal or registered office at the location set forth below its name on its signature page, or at such other place as such Borrower shall designate upon written notice to the Issuer, where notices, presentations and demands to or upon such Borrower in respect of the Facility Documents to which such Borrower is a party may be given or made.

5.5                  Payment of Obligations

Such Borrower will, and will cause each Subsidiary to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and (b) such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or SAP, as applicable.

5.6                  Maintenance of Properties; Insurance

Such Borrower will, and will cause each Subsidiary to, (a) keep and maintain all property material to the conduct of the business of such Borrower and its Subsidiaries taken as a whole

 

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in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

5.7                  Books and Records; Inspection Rights

Such Borrower will, and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.  Such Borrower will, and will cause each Subsidiary to, permit any representatives designated by the Issuer, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that unless an Event of Default exists, the Borrowers shall not be required to pay the costs and expenses of more than one such inspection in any year.

5.8                  Compliance with Laws

Such Borrower will, and will cause each Subsidiary to, comply with (i) the Bermuda Insurance Act and (ii) all other applicable Laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except, in the case of clause (ii) above only, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.  Such Borrower will maintain in effect and enforce policies and procedures reasonably designed to ensure compliance in all material respects by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents under their control with Anti-Corruption Laws and applicable Sanctions.

5.9                  Use of Proceeds

Letters of Credit will be used solely to support Company Reinsurance Agreements, insurance or reinsurance agreements or the regulatory or supervisory requirements applicable to the Borrowers, provided that no Letter of Credit hereunder shall be issued to support the capital requirements at Lloyd's of London, otherwise known as "Funds at Lloyd's".  The Borrowers will not request any Letter of Credit, and the Borrowers shall not use, and shall procure that their respective Subsidiaries and their respective directors, officers, employees and agents shall not use any Letter of Credit (A) 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, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of applicable Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

5.10              Collateral Coverage

(a)               Such Borrower hereby covenants and agrees that its Collateral Coverage Amount must at all times be equal to or greater than its L/C Obligations.

(b)              The Issuer shall determine the Adjusted Fair Market Value of each Borrower's Eligible Collateral based on the valuations provided by the Custodian for the applicable Collateral Account.  Such Borrower agrees that at all times following the date of this Agreement until (i) the Commitment has expired or been terminated, (ii) all Letters of Credit have expired or been terminated and (iii) all L/C Obligations have been paid in full, it will do or cause to be done all things necessary to ensure that the Issuer has the necessary

 

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authority from such Borrower at all times to have viewing access to its Collateral Accounts and it will use commercially reasonable efforts to ensure that the Issuer shall at all times have viewing access to its Collateral Accounts.  In the event that, for any reason, the Issuer shall not have access to such Borrower's Collateral Accounts, such Borrower shall use commercially reasonable efforts to procure that the Custodian delivers to the Issuer copies of any information requested with respect to its Collateral Accounts and Collateral in order for the Issuer to determine whether such Borrower is in compliance with its obligations under Section 5.10(a) above (each such determination, a "Collateral Valuation"). 

(c)               For the avoidance of doubt, the Issuer shall not be obligated to make any L/C Credit Extension related to the Commitment unless such Borrower is, both before and after giving effect to such L/C Credit Extension, in compliance with Section 5.10(a) above.

(d)              If the Issuer determines that as of any date, such Borrower is not in compliance with its obligations under Section 5.10(a) above, (i) the Issuer shall as soon as reasonably practicable thereafter notify such Borrower thereof by email in accordance with Section 9.1(a) of such non-compliance and provide copies of information obtained from the Custodian, supporting calculations of the Issuer and other information relevant to such determination, in connection with the applicable Collateral Valuation, as evidence of such Borrower's failure to comply with its obligations under Section 5.10(a) above; and (ii) upon such notification, such Borrower undertakes to deliver such further Eligible Collateral within three Business Days of such notice as is necessary to ensure that, immediately following the delivery of that further Eligible Collateral, it is in compliance with its obligations under Section 5.10(a) above.

(e)               Failure to comply with paragraph (d) above shall constitute an Event of Default under the terms and conditions of this Agreement.

(f)                In the event that the L/C Obligations exceed the Commitment Amount, Everest Bermuda shall (and shall cause the other Borrowers to) use commercially reasonable efforts to decrease the L/C Obligations in the amount necessary to eliminate such excess.

5.11              Further Assurances

Such Borrower will cooperate with the Issuer and execute such further instruments and documents as the Issuer shall reasonably request to carry out to its satisfaction the transactions contemplated by this Agreement and the other Facility Documents.

6.                     NEGATIVE COVENANTS

Until the Commitment has expired or been terminated, all Letters of Credit have expired or been terminated and all other Obligations have been paid in full, each Borrower covenants and agrees with the Issuer that:

6.1                  Liens 

Such Borrower will not, and will not permit any of its Subsidiaries to create, assume, incur, or otherwise permit to exist any Lien on any of its Collateral, other than Liens created pursuant to the Facility Documents or the Custodial Lien and Set-Off Rights.

6.2                  Sanctions 

 

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(a)               No portion of any Letter of Credit shall be used, directly or indirectly, for the purposes of any transaction related to either: (i) a Sanctioned Person or (ii) a Sanctioned Country in violation of applicable Sanctions.

(b)              Neither such Borrower, nor any of its Subsidiaries, shall engage in any conduct which might reasonably be expected to cause it to become the subject of Sanctions.

6.3                  A.M. Best Rating

Such Borrower will not permit its A.M. Best Rating to fall below the rating of B++ or to be withdrawn.

6.4                  Financial Covenant

Everest Bermuda will not permit its Consolidated Tangible Net Worth at any time to be less than the sum of (i) $ 2,051,940,800, plus (ii) 25.0% of its Consolidated Net Income for the period from December 31, 2020 through the last day of the then most recently ended fiscal quarter of Everest Bermuda, plus (iii) 25.0% of the aggregate Net Equity Issuance Proceeds received by it and its Subsidiaries for the period from December 31, 2020 through the last day of its then most recently ended fiscal quarter.

7.                     EVENTS OF DEFAULT; ACCELERATION

7.1                  Events of Default and Acceleration

The occurrence and continuance of any of the following shall constitute an event of default (each an "Event of Default"): 

(a)               default in the payment of any Obligations under any of the Facility Documents when and as due and payable, including, without limitation, default in the payment of Reimbursement Obligations, Fees and interest, which shall continue unremedied for a period of five Business Days;

(b)              any representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in or in connection with this Agreement, any Facility Document or any amendment, modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement, any Facility Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect or misleading in any material respect when made or deemed made;

(c)               default in the performance of any of the agreements or covenants of any Borrower set forth in Sections  5.1(a), 5.1(b), 5.1(c), 5.1(f), 5.1(g), 5.2(a)(i), 5.2(a)(ii), 5.2(b) and 5.3  (with respect to any Borrower's existence), 5.7, 5.10  or Section 6

(d)              default in the performance of any of the agreements or covenants of any Borrower set forth in Sections  5.1(d), 5.2(a)(iii), 5.2(a)(iv) and 5.2(a)(v) and the continuance of such default unremedied for a period of 10 Business Days after the earlier of (x) the date upon which any Responsible Officer had actual knowledge of such default and (y) the date of notice thereof from the Issuer to any Borrower;

(e)               default in the performance of any of the agreements or covenants of any Borrower under this Agreement or any other Facility Document (other than those specified in Section 7.1(a), (b), (c) or (d) above) and continuance of such default unremedied for a period of 30 days after the earlier of (x) the date upon which any Responsible Officer

 

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had actual knowledge of such default and (y) the date of notice thereof from the Issuer to any Borrower;

(f)                a Borrower shall (i) default in the payment of any Debt (other than the Obligations and obligations amongst the Borrowers and their Affiliates) the aggregate principal amount (including undrawn committed or available amounts) of which is in excess of the Material Debt amount beyond the period of grace if any, provided in the instrument or agreement under which such Debt was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Debt (other than the Obligations and obligations amongst the Borrowers and their Affiliates) the aggregate principal amount (including undrawn committed or available amounts) of which is in excess of the Material Debt amount or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist (other than the Obligations and obligations amongst the Borrowers and their 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 Debt 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 Debt to be made, prior to its stated maturity (any applicable grace period having expired) or (B) be cash collateralized.

(g)               an involuntary proceeding under any Debtor Relief Law shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, winding-up, administration, reorganization or other relief in respect of any of any Borrower or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, administration, receivership or similar law now or hereafter in effect or (ii) the appointment of a liquidator, receiver, trustee, custodian, sequestrator, conservator, administrator, administrative receiver or similar official for any Borrower or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h)              any Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, winding-up, administration, reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (g) of this Section, (iii) apply for or consent to the appointment of a liquidator, receiver, trustee, custodian, sequestrator, conservator, administrator or similar official for any Borrower or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(i)                any Borrower shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(j)                one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against any Borrower and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Borrower to enforce any such judgment;

(k)               any circumstance in respect of any Foreign Pension Plan shall have occurred that, in the opinion of the Issuer, when taken together with all other such circumstances that have

 

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occurred, could reasonably be expected to result in a Material Adverse Effect and continues unremedied for five Business Days;

(l)                a Change of Control shall occur;

(m)             any Governmental Authority revokes or fails to renew any material license, permit or franchise of any Borrower, or any Borrower for any reason loses any material license, permit or franchise, or any Borrower suffers the imposition of any restraining order, escrow, suspension or impound of funds in connection with any proceeding (judicial or administrative) with respect to any material license, permit or franchise, which could reasonably be expected to result in a Material Adverse Effect;

(n)              any Control Agreement is terminated by any party thereto and such Borrower, the Issuer and another financial institution satisfactory to the Issuer have not, as of the date that is three Business Days prior to the effective date of such termination, entered into a control agreement in form and substance reasonably satisfactory to the Issuer, such that the Issuer's first priority lien and security interest in such Collateral is preserved unimpaired;

(o)               the Issuer's security interest in any Collateral shall cease to be a first priority perfected security interest, otherwise than in accordance with the terms hereof or in connection with the Custodial Lien and Set-Off Rights; or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind this Agreement or any other Facility Document shall be commenced by or on behalf of any Borrower or any of its shareholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, this Agreement or any one or more of the other Facility Documents is illegal, invalid or unenforceable in accordance with the terms thereof;

(p)               any of the Collateral is subject to any lien or encumbrance or any claim or demand, other than the Custodial Lien and Set-Off Rights, that if unpaid might by law or upon bankruptcy, insolvency or otherwise, be given any priority whatsoever over any Borrower's general creditors with respect to the Collateral or is transferred for the purposes of the payment of indebtedness not arising hereunder or is taken by attachment, execution or any other form of legal process;

(q)               the assertion of any levy, seizure or attachment on any Collateral, other than with respect to the Custodial Lien and Set-Off Rights, or the taking of any action by a regulatory authority to obtain control (which shall not have been vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof) of any part of the Collateral, other than with respect to the Custodial Lien and Set-Off Rights;

(r)                the taking of any action by a regulatory authority to obtain control of any Borrower or a substantial part of its assets (which shall not have been vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof); or

(s)               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 any Borrower; (ii) a merger, amalgamation or consolidation of any Borrower without the prior written consent of the Issuer, except that (A) any Borrower may merge, amalgamate or consolidate with a Subsidiary of such Borrower so long as such Borrower is the surviving entity in any such transaction and (B) any Borrower may merge, amalgamate or consolidate with any Person provided (u) such Borrower is the surviving entity and organized in the same jurisdiction as such Borrower's jurisdiction of organization prior to such merger, amalgamation or

 

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consolidation and (v) the security interest granted under such Borrower's Security Agreement continues in full force and effect with the same priority and there are no additional barriers to enforcement of the same; or (iii) the dissolution of any Borrower.

If any Event of Default (other than an Event of Default described in paragraph (g) or (h) above) shall have occurred and be continuing, the Issuer may by notice to Everest Bermuda, (A) terminate the Commitment, and upon such notice being given the Commitment shall terminate immediately and the Issuer shall be relieved of all further obligations to issue, extend, amend or renew Letters of Credit; and in the case of the occurrence an Event of Default described in paragraph (g) or (h) above, the Commitment shall automatically terminate without further action on the part of the Issuer, and the Issuer shall be relieved of all further obligations to issue, extend, amend or renew Letters of Credit; (B) require that the Borrowers cash collateralize the L/C Obligations; and (C) exercise all rights and remedies available to it under the Facility Documents and/or applicable Law.  No termination of the Commitment shall relieve any Borrower of any of the Obligations and upon such termination of the Commitment hereunder, all Obligations and all interest accrued and unpaid thereon shall become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Borrower.  If any Event of Default shall occur and be continuing, the Issuer may, with or without prior notice to the applicable Borrower or any other Borrower, and without demand for additional collateral, (i) transfer, or cause the Custodian to transfer any or all of the Collateral and/or the Collateral Account into the name of the Issuer or its nominee (including, without limitation, having the Collateral debited from the Collateral Account and credited to an account designated by the Issuer) and vote any Collateral constituting securities or closely held Capital Stock; (ii) require the applicable Borrower to provide additional Eligible Collateral if its Collateral Coverage Amount is not equal to or greater than its L/C Obligations at any time and require the applicable Borrower (or instruct the Custodian) to convert Collateral into (and thereafter only invest in) Cash and to the extent required, by the Issuer, such Cash to be denominated in Dollars; (iii) sell at public or private sale any or all of the applicable Borrower Collateral; (iv) apply to, or set off against, the Obligations of such Borrower all or any portion of its Collateral, securities or other property of such Borrower in the possession of the Issuer; (v) convert any of the Collateral or any proceeds thereof into the applicable Alternative Currency, with any such conversion costs being considered a collection expense and added to the Obligations; and (vi) at its discretion in its own name or in the name of such Borrower take any action for the collection of its Collateral, including the filing of a proof of claim in insolvency proceedings, and may receive the proceeds thereof and execute releases therefor.  Each Borrower agrees that the Issuer has no obligation to sell or otherwise liquidate its Collateral in any particular order or to apply the proceeds thereof to any particular portion of the Obligations.  Each Borrower further agrees that after the occurrence and during the continuance of an Event of Default, to the extent that any voting rights exist, the Issuer shall have no obligation to vote any Collateral constituting securities or closely held Capital Stock but shall have the right to do so in its sole discretion.

In connection with any secured party's sale, the Issuer is authorized, if it deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or re-sale thereof.  Sales made subject to such restriction shall be deemed to have been made in a commercially reasonable manner.

7.2                  Application of Payments

After the exercise of remedies provided for in Section 7.1, any amounts received on account of any Borrower's Obligations shall be applied by the Issuer to such Borrower's Obligations as it elects in its sole discretion; provided that, the Issuer shall be entitled to retain an amount equal

 

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to such Borrower's L/C Obligations to be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit after all such Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any of such Borrower; notwithstanding anything contained herein to the contrary, the Issuer shall only apply funds received from a Borrower or any of such Borrower's Collateral to the Obligations of such Borrower.

8.                     [Reserved] 

9.                     MISCELLANEOUS 

9.1                  Notices 

(a)               Notices Generally.  Unless otherwise expressly provided herein, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service or mailed by certified or registered mail to the applicable party hereto, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as provided in schedule 3.  Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received.  Notices and other communications delivered through Electronic Media (defined below) to the extent permitted under paragraph (b) shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement); provided that, if such Instruction (defined below) is not sent during the normal business hours of the recipient, such Instruction shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(b)              Electronic Communications.  Notices and other communications to the Issuer hereunder may be delivered or furnished by e-mail, facsimile or other electronic communications (including Internet or intranet websites) pursuant to procedures approved by the Issuer ("Electronic Media").  In connection therewith, each Borrower (i) authorizes the Issuer to act on any instruction, notice or communication ("Instruction") it receives by Electronic Media and which appears to the Issuer to originate from a Responsible Officer, (ii) acknowledges that the Issuer is not obliged to act on any Instruction it receives by Electronic Media if it has any reason to believe that the Instruction is not authorized or has been incorrectly transmitted, or if it considers that clarification or verification is required or desirable, and (iii) acknowledges and accepts that Electronic Media may not be secure and that third parties may gain access to the information contained therein as a result of the parties utilizing such media.  Any Instruction forwarded by Electronic Media shall be irrevocable.  The use of Electronic Media as a means of communications will remain operational for an undetermined period and may be revoked at any time by notice from the Issuer to such Borrower.

(c)               Change of Address, etc.  A Borrower or the Issuer may change its address, facsimile number, telephone number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto.

(d)              Reliance by Issuer and Indemnification.  The Issuer shall be entitled to rely and act upon any notices (including telephonic notices and Instructions given by Electronic Media) purportedly given by or on behalf of a Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  All telephonic notices to and telephonic

 

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communications with the Issuer may be recorded by the Issuer, and each of the parties hereby consents to such recording.

9.2                  Waivers; Amendments

(a)               No Waiver; Remedies Cumulative; Enforcement.  No failure or delay by the Issuer in exercising any right, remedy, power or privilege hereunder or under any other Facility Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege, or any abandonment or discontinuance of steps to enforce such a right remedy, power or privilege, preclude any other or further exercise thereof or the exercise of any other right remedy, power or privilege.  The rights, remedies, powers and privileges of the Issuer hereunder and under the Facility Documents are cumulative and are not exclusive of any rights, remedies, powers or privileges that any such Person would otherwise have.

(b)              Amendments, Etc.  Except as otherwise expressly set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Facility Document, and no consent to any departure by any Borrower therefrom, shall be effective unless in writing executed by such Borrower and the Issuer, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

9.3                  Expenses; Indemnity; Etc.

(a)               Costs and Expenses.  Everest Bermuda shall pay or reimburse (i) all reasonable out-of-pocket costs and expenses incurred by the Issuer in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Facility Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable and documented fees, charges and disbursements of counsel and (ii) all reasonable out-of-pocket costs and expenses incurred by the Issuer (including the reasonable and documented fees, charges and disbursements of counsel for the Issuer) in connection with the enforcement or protection of any rights and remedies under this Agreement and the other Facility Documents, including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including in connection with any workout, restructuring or negotiations in respect of the L/C Credit Extensions and the Facility Documents.

(b)              Indemnification by the Borrowers.  Each Borrower shall indemnify the Issuer (and any sub-agent thereof), and the Issuer, and each Related Parties of any of the foregoing Persons (each such Person being called an "Indemnitee") on a joint and several basis against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements and out-of-pocket fees and expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnitee in any way relating to or arising out of or in connection with or by reason of any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding): (x) the execution, delivery, enforcement, performance or administration of any Facility Document or any other document delivered in connection with the transactions contemplated thereby or the consummation of the transactions

 

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contemplated thereby or (y) any Commitment, any L/C Credit Extension or the use or proposed use thereof or of the proceeds thereof (including any refusal by the Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, fees and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; collectively, the "Indemnified Liabilities"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, litigation, investigation or proceeding is brought by a Borrower, its equity holders, its affiliates, its creditors or any other Person.

(c)               Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, no Borrower shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Facility Document or any other document contemplated thereby, the transactions contemplated thereby, any Commitment or any L/C Credit Extension, the use thereof or of the proceeds thereof or such Indemnitee's activities in connection therewith (whether before or after the Closing Date).  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials obtained through any information transmission systems in connection with the Facility Documents or the transactions contemplated thereby unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(d)              Payments.  All amounts due under this Section shall be payable promptly after demand therefor by the relevant Person entitled thereto.

9.4                  Successors and Assigns

(a)               Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Issuer.  The Issuer may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment (including, for purposes of this paragraph (a), participations in L/C Obligations)); provided that the consent of Everest Bermuda shall be required for any assignment (such consent not to be unreasonably withheld or delayed and which consent is hereby given for assignments to any Affiliate) unless any Event of Default has occurred and is continuing at the time of such assignment; provided that Everest Bermuda shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Issuer within ten Business Days after having received notice thereof.

(b)              Register. The Issuer, acting solely for this purpose as an agent of Borrower, shall maintain a record of any sale, transfer, assignment or participation, including any assignment by any assignee of the Issuer, and a register for the recordation of the names and addresses of any such assignees, and the commitments of, and principal amounts (and stated interest) of the L/C Obligations owing to, each purchaser, transferee, assignee or participant pursuant to the terms hereof from time to time (the "Register").   

 

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The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Issuer and all such purchasers, transferees, assignees and participants shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower and any purchaser, transferee, assignee or participant, at any reasonable time and from time to time upon reasonable prior notice.

(c)               Certain Pledges.  The Issuer may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of the Issuer, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over the Issuer; provided that no such pledge or assignment shall release the Issuer from any of its obligations hereunder or substitute any such pledgee or assignee for the Issuer as a party hereto.

9.5                  Survival 

All covenants, agreements, representations and warranties made by a Borrower herein and in any Facility Document or other documents delivered in connection herewith or therewith or pursuant hereto or thereto shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery hereof and thereof and the making of the L/C Credit Extensions hereunder, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Issuer may have had notice or knowledge of any Default at the time of any L/C Credit Extension, and shall continue in full force and effect as long as any Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.  The provisions of Sections 2.9, 2.10, 2.11, 9.3, and 9.15  shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the payment in full of the Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

9.6                  Counterparts; Integration; Effectiveness; Electronic Execution

(a)               Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Facility Documents, and any separate letter agreements with respect to fees and expenses payable to the Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by the Issuer and when the Issuer shall have received a counterpart hereof that bears the signature of each Borrower.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (ie, "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)              Electronic Execution of Assignments and Certain Other Documents.  The words "execution", "signed", "signature", and words of like import in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and

 

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Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

9.7                  Severability 

If any provision of this Agreement or the other Facility Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Facility Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.8                  Right of Setoff

If an Event of Default shall have occurred and be continuing, the Issuer, and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by the Issuer or any such Affiliate, to or for the credit or the account of the applicable Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Facility Document to the Issuer or their respective Affiliates, irrespective of whether or not the Issuer or Affiliate shall have made any demand under this Agreement or any other Facility Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of the Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness.  The rights of the Issuer, the Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Issuer or its Affiliates may have.  The Issuer agrees to notify such Borrower promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

9.9                  Governing Law; Jurisdiction; Etc.

(a)               Governing Law.  This Agreement and the other Facility Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Facility Document (except, as to any other Facility Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Law of the State of New York.

(b)              Jurisdiction.  Each Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against the Issuer or any Related Party of the Issuer, in any way relating to this Agreement or any other Facility Document or the transactions relating hereto or thereto, in a forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be

 

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conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.  Nothing in this Agreement or in any other Facility Document shall affect any right that the Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Facility Document against any Borrower or its properties in the courts of any jurisdiction.

(c)               Waiver of Venue.  Each Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Facility Document in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)              Service of process.  On or prior to the Closing Date, Everest Bermuda shall, and on or prior to the date any Designated Borrower becomes a party hereto, such Designated Borrower shall, appoint CT Corporation (the "Process Agent"), with an office on the date hereof at 1209 Orange Street, Wilmington, DE 19801, as its agent to receive on its behalf service of the summons and complaints and any other process which may be served in any such action or proceeding, provided that a copy of such process is also mailed in the manner provided in Section 9.1.  Such service may be made by mailing or delivering a copy of such process to a Borrower in care of the Process Agent at the Process Agent's above address, and each Borrower hereby irrevocably authorizes and directs the Process Agent to receive such service on its behalf.  Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.1.  Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. If the appointment of the Process Agent ceases to be effective with respect to any Borrower, such Borrower must immediately appoint a further person in the State of New York to accept service of process on its behalf in the State of New York and, if such Borrower does not appoint such agent for service of process within 15 days, such Borrower authorizes the security agent to appoint such agent for service of process for, and at the expense of such Borrower.

9.10              WAIVER OF JURY TRIAL

Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement or any other Facility Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory).  Each party hereto (a) certifies that no representative, agent or attorney of any other person has represented, expressly or otherwise, that such other person would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the other Facility Documents by, among other things, the mutual waivers and certifications in this Section.

 

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9.11              Headings 

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.12              Confidentiality 

The Issuer agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with customary practices); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over or to which an agreement exists between it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) in connection with the exercise of any remedies hereunder or under any other Facility Document or any action or proceeding relating to this Agreement or any other Facility Document or the enforcement of rights hereunder or thereunder; (e) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section (or as may otherwise be reasonably acceptable to Everest Bermuda) to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative other transaction under which payments are to be made by reference to a Borrower and its obligations, this Agreement or payments hereunder; (f) on a confidential basis to any rating agency in connection with rating a Borrower or its Subsidiaries or the credit facility hereunder; (g) with the consent of such Borrower; or (h) to the extent that such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to the Issuer or any of its Affiliates on a nonconfidential basis from a source other than a Borrower.  For purposes of this Section, "Information means all information received from a Borrower or any of its Affiliates relating to a Borrower or any of its Affiliates or any of their respective businesses, other than any such information that is available to the Issuer on a nonconfidential basis prior to disclosure by a Borrower or any of its Affiliates.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

9.13              PATRIOT Act

The Issuer is subject to the PATRIOT Act and hereby notifies each Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow the Issuer to identify each Borrower in accordance with the PATRIOT Act.  Each Borrower shall, promptly following a request by the Issuer, provide all documentation and other information that the Issuer requests in order to comply with its ongoing obligations under applicable "know your customer" and anti-money-laundering rules and regulations, including the PATRIOT Act.

9.14              Interest Rate Limitation

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable under any Facility Document, together with all fees, charges and other amounts which are treated as interest under such Facility Document under applicable Law (collectively, "charges"),  

 

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shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Issuer in accordance with applicable Law, the rate of interest payable pursuant to such Facility Document, together with all charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and charges that would have been payable pursuant to such Facility Document but were not payable as a result of the operation of this Section shall be cumulated and the interest and charges payable to the Issuer in respect of other Facility Documents or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate for each day to the date of repayment, shall have been received by the Issuer.

9.15              Payments Set Aside

To the extent that any payment by or on behalf of a Borrower is made to the Issuer or the Issuer exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Issuer in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

9.16              No Advisory or Fiduciary Responsibility

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Facility Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrowers and their respective Subsidiaries and the Issuer is intended to be or has been created in respect of the transactions contemplated hereby or by the other Facility Documents, irrespective of whether the Issuer has advised or is advising any Borrower or any Subsidiary thereof on other matters, (ii) the services regarding this Agreement provided by the Issuer are arm's-length commercial transactions between each Borrower and its Affiliates, on the one hand, and the Issuer, on the other hand, (iii) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Facility Documents; and (b) (i) the Issuer has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower or any of its Affiliates, or any other Person; (ii) the Issuer has no obligation to any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Facility Documents; and (iii) the Issuer and its Affiliates may be engaged, for its own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrowers or any of their respective Affiliates, and the Issuer has no obligation to disclose any of such interests to any Borrower or any of its Affiliates.  To the fullest extent permitted by Law, each Borrower hereby waives and releases any claims that it may have against the Issuer, with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

9.17              Acknowledgement and Consent to Bail-In of Affected Financial Institutions

Notwithstanding anything to the contrary in any Facility Documents or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that

 

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any liability of any Affected Financial Institution arising under any Facility Document, to the extent such liability is unsecured, 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 the applicable EEA 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:

(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 undertaking, 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 Facility 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.

9.18              Judgment Currency

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Facility Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Issuer could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.  The obligation of each Borrower in respect of any such sum due from it to the Issuer hereunder or under the other Facility Documents shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by the Issuer of any sum adjudged to be so due in the Judgment Currency, the Issuer may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so purchased is less than the sum originally due to the Issuer from a Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Issuer against such loss.  If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Issuer in such currency, the Issuer agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the day and year first above written.

 

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schedule 1  

Collateral Coverage Amount Calculation

Category of Eligible Collateral

Collateral Margin

(expressed as a percentage of the principal amount)

Cash

100%

Time deposits, certificates of deposit and money market deposits, denominated in Dollars, of any commercial bank incorporated in the United States with a rating of at least (i) AA- from S&P, (ii) Aa3 from Moody's or (iii) AA- from Fitch and maturing within two years from the date of determination. Money market mutual funds with same-day liquidity and with a rating of (i) AAA from S&P, (ii) Aaa from Moody's, (iii) AAA from Fitch or (iv) 1 by the NAIC Securities Valuation Office.

90%

Commercial paper issued by any entity organized in the United States with maturities of one year or less (rated at least A-1 or the equivalent thereof by S&P and/or P-1 by Moody's)

90%

Government Debt

Maturity 1 year

Maturity 5 years, but > 1 year

Maturity 10 years, but > 5 year

Maturity > 10 years



 

97%

95%

90%

85%

Agency Securities (GNMA, FNMA, FHLMC) rated by at least two of Moody's, S&P, and/or Fitch Aa3 / AA- / AA- or better

WAL ≤ 1 year

WAL ≤ 5 years, but > 1 year

WAL ≤ 10 years, but > 5 years

WAL > 10 years



 

97%

95%

90%

85%

 

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Supranational Debt rated at least AA- by S&P and/or Aa3 by Moody’s

Maturity 2 years

Maturity 10 years, but > 2 years

Maturity > 10 years  

 

95%

90%

80%

Corporate Securities (rated by at least two of Moody's, S&P, and/or Fitch Aa3/AA-/AA- or better)

Maturity 1 year

Maturity 5 years, but > 1 year

Maturity > 5 years



 

95%

90%

85%

Corporate Securities (rated by at least two of Moody's, S&P, and/or Fitch A3/A-/A- or better), Non-convertible

Maturity 1 year

Maturity 5 years, but > 1 year

Maturity > 5 years

 



 

90%

85%

80%

 

Corporate Securities (rated by at least two of Moody's, S&P, and/or Fitch Baa2/BBB/BBB or better), Non-convertible

Maturity 1 year

Maturity 5 years, but > 1 year

Maturity > 5 years



 

85%

80%

75%

Asset Backed Securities (rated by at least two of Moody's, S&P, and/or Fitch Aa3/AA-/AA- or better)

Maturity 1 year

Maturity 5 years, but > 1 year

Maturity ≤ 10 years, but > 5 years



 

90%

85%

73%

     

 

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The following conditions and limitations also apply with respect to the Eligible Collateral:

1.                     other than Government Debt and Agency Securities or, FHMLC or FNMA (so long as such Person is under the conservatorship of the Federal Housing Finance Agency), no single issue or issuer shall constitute more than 10 per cent of the Fair Market Value of the Eligible Collateral;

2.                     no Collateral shall be included Eligible Collateral unless it is capable of being marked to market on a daily basis and cleared and settled within the United States;

3.                     the advance rate of the marketable Securities detailed in the above table shall be decreased by an additional 10 per cent to the extent that such marketable securities are held in a currency other than the currency of the applicable Letter of Credit;

4.                     Eligible Collateral ranked BBB and Asset Backed Securities shall not constitute more than 30 per cent of Fair Market Value of the Eligible Collateral;

5.                     in the case that the currency of a Letter of Credit issued under this facility is different from the currency of the Eligible Collateral in relation thereto, there will be an additional advance rate applied to such Eligible Collateral (if applicable);

6.                     securities issued by reinsurers and insurers in relation to this facility shall not be Eligible Collateral;

7.                     no covered bonds shall be included as Eligible Collateral; and

8.                     all Eligible Collateral will be subject to monthly valuations.

 

schedule 2  

Insurance Licenses

See attached

 

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schedule 3  

Information for Notices

1.                     Borrower: 

Everest Reinsurance (Bermuda), Ltd.

Seon Place, 4th Floor

141 Front Street

Hamilton HM19 Bermuda

Attn: Peter Bell

E-mail address: Peter.Bell@everestrebermuda.bm

 

2.                     Barclays Bank PLC:

Barclays Bank PLC

SED Insurance LC Specialist

Level 11, 1 Churchill Place

London E14 5HP

Attention: SED Insurance LC Specialists

Tel: + 44 (0) 20 7116 5456

Instructions E-Mail: sedinsurancelcspecialists@barclays.com

Wire Instructions:

USD

 

Bank Name :

Barclays Bank PLC, New York

SWIFT Code:

BARCUS33

For the account of:

Barclays Bank PLC, London

SWIFT Code:

BARCGB22

Account No.:

280568476

For further credit to:

RLOC USD CENC

Sort Code:

208754

Account No.:

74918144

 

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IBAN:

GB47 BARC 2087 5474 9181 44

Reference:

 Everest Reinsurance (Bermuda) Ltd.

 

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3.                     Issuer: 

Barclays Bank PLC

SED Insurance LC Specialist

Level 11, 1 Churchill Place

London E14 5HP

Attention: SED Insurance LC Specialists

Tel: + 44 (0) 20 7116 5456

Instructions E-Mail: sedinsurancelcspecialists@barclays.com

 

 

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schedule 4  

L/C Application

From:

[Name of Applicant]

To:

Barclays Bank plc (the "Issuer") 

 

Dated: []

Dear Sirs

Everest Reinsurance (Bermuda) Ltd. – Letter of Credit Facility Agreement dated as of [], 2021 (as may be amended, amended and restated, supplemented or otherwise modified, the "Agreement"

1.                     We refer to the Agreement.  This is an L/C Application.  Terms defined in the Agreement have the same meaning in this L/C Application unless given a different meaning in this L/C Application.

2.                     We hereby request that [a new Letter of Credit be issued] [an existing Letter of Credit be [[increased][decreased][[and otherwise] modified]][1] on the following terms:

Applicant

 

Account Party (if different):[2]

 

[Proposed L/C Extension Date][3]

[] (or, if that is not a Business Day, the next Business Day)

[Proposed amendment date][4]:

[] (or, if that is not a Business Day, the next Business Day)

[Currency and Amount]:[5]

 

[Existing Letter of Credit Number]:[6]

 

[Existing Letter of Credit Currency and Amount]:[7]

 

 


[1]                         Select appropriate option depending on whether the L/C Application relates to an initial issuance of a Letter or Credit or an amendment (increase, decrease or other modification) to an existing Letter of Credit.

[2]                         Insert Name of Wholly-Owned Subsidiary of the Borrower, as applicable.

[3]                         Include for an initial issuance of a Letter of Credit.

[4]                         Include for an amendment to an existing Letter of Credit.

[5]                         Include for an initial issuance of a Letter of Credit.

[6]                         Include for an amendment to an existing Letter of Credit.

[7]                         Include for an amendment to an existing Letter of Credit.

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[Increased amount] [Decreased amount][8]:

 

[Other amendments]:[9]

 

Beneficiary Details

 

Name:

 

Address:

 

Contact Name and Email/Phone:

 

[Intermediary Name, Address and Contact Details]:[10]

 

[Term of Letter of Credit]:[11]

[] months

[Expiry Date]:[12]

 

[Auto-Renewal Letter of Credit (i.e., evergreen)]:[13]

[Yes][No]

[Auto-Renewal Letter of Credit Notice of Non-Renewal Period]:[14]

[] days

[Governing Law]:[15]

 

3.                     We confirm that each condition specified in Section 2.1  (Commitment) and Section 2.2(b) (Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit) is satisfied on the date of this L/C Application.

4.                     [We further confirm that such Borrower is in compliance with Section 4.2  after making [this L/C Credit Extension][the above amendment].][16]

5.                     Delivery instructions: [specify delivery instructions

 


[10]                       Include for an initial issuance of a Letter of Credit, if applicable.

[11]                       Include for an initial issuance of a Letter of Credit.

[12]                       Include for an initial issuance of a Letter of Credit.

[13]                       Include for an initial issuance of a Letter of Credit.

[14]                       Include for an initial issuance of an Auto-Renewal Letter of Credit.

[15]                       Include for an initial issuance of a Letter of Credit.

[16]                       Select as appropriate depending on whether the L/C Application is for an initial issuance of a Letter of Credit, an increase in the amount of an existing Letter of Credit, or an extension of the expiry date of an existing Letter of Credit, or otherwise delete this clause.

[8]                         Include for an amendment to an existing Letter of Credit where the amount of such Letter of Credit is increasing or decreasing.

[9]                         Include for an amendment to an existing Letter of Credit to specify any changes other than an increase or decrease in the amount of such Letter of Credit (if applicable).

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6.                     [Attached hereto are the documents (including the full text of any certificate) to be presented by the beneficiary in case of any drawing under the Letter of Credit.][17]

Yours faithfully

Signed by [Name of Signatory], [Authorized Signatory] for and on behalf of [Name of Applicant

 

)

)

)

)

 

 

 

 


[17]                       Include for an initial issuance of a Letter of Credit.

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schedule 5  

Tariff Charges

 

Each issuance of a Letter of Credit

$120

Each amendment to a Letter of Credit

$95

Each L/C Credit Extension

$60

Each payment of a demand under a Letter of Credit

$100

 

 

 

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appendix 1  

Form of Compliance Certificate[18]

Financial Statement Date:

[] 20[]

To:

Barclays Bank PLC
[Address]

 

Ladies and Gentlemen:

Reference is made to that certain Letter of Credit Facility Agreement dated as of [], 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined) among Everest Reinsurance (Bermuda), Ltd. ("Everest Bermuda") and certain Subsidiaries of Everest Group party thereto pursuant to Section 2.14  of the Agreement (each a "Designated Borrower" and, together with Everest Bermuda, the "Borrowers" and, each a "Borrower") and Barclays Bank PLC (the "Issuer"). 

The undersigned Financial Officer hereby certifies as of the date hereof that he/she is the [] of Everest Bermuda, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Issuer on the behalf of Everest Bermuda, and that:

[Use following paragraph 1 for fiscal year-end financial statements

1.                     Everest Bermuda has delivered the year-end audited financial statements required by Section 5.1(a) of the Agreement for the fiscal year of Everest Bermuda ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements

1.                     Everest Bermuda has delivered the unaudited financial statements required by Section 5.1(b) of the Agreement for the fiscal quarter of Everest Bermuda ended as of the above date.  Such financial statements fairly present in all material respects the financial condition and results of operations of Everest Bermuda and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

2.                     The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Everest Bermuda during the accounting period covered by such financial statements.

3.                     There has been no material change in GAAP or in the application thereof which has occurred since the date of the last financial statements delivered pursuant to Section 5.1  of the Agreement [except [describe change and effect on the financial statements attached to this Compliance Certificate]] 

 


[18] Compliance Certificates to be delivered by Everest Bermuda.

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4.                     A review of the activities of Everest Bermuda during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrowers performed and observed all its Obligations under the Facility Documents, and

[select  one:] 

[to the best knowledge of the undersigned, no event or condition exists as of the date of this Compliance Certificate which constitutes a Default.] 

[or

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:

5.                     The financial covenant analyses and information set forth on schedule  1 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of []

Signed by

 

for and on behalf of Everest Reinsurance (Bermuda), Ltd.

)

)

)

)

 

 

 

 

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For the Quarter/Year ended [] ("Statement Date") 

SCHEDULE 1

to the Compliance Certificate ($ in 000's)

1.                     Section 6.4  – Consolidated Tangible Net Worth of Everest Bermuda

(a)         Consolidated Net Worth of Everest Bermuda
and its Subsidiaries:                                                                                                 $______________

(b)         Intangible Assets of Everest Bermuda
and its Subsidiaries:                                                                                                 $______________

Consolidated Tangible Net Worth of Everest Bermuda
 (Item 1(a)
minus  Item 1(b)):                                                                                 $______________

Minimum amount of Consolidated Tangible Net Worth of
Everest Bermuda required under
Section 6.4 (provide calculation below):                                                            $______________

_________________________________________________

_________________________________________________

_________________________________________________

 

2.                     Section 6.3  – Financial Strength Rating of applicable Borrowers (must be B++ or better)

[List each Borrower and its rating if not all the same

 

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appendix 2  

Form of Collateral Compliance Certificate

[] 20[]

Barclays Bank PLC

[ADDRESS

Re: Everest

Reference is made to that certain Letter of Credit Facility Agreement, dated as of [], 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined) among Everest Reinsurance (Bermuda), Ltd. ("Everest Bermuda"), [Name of Borrower providing certificate if not Everest Bermuda (the "Borrower")] and certain other Subsidiaries and Barclays Bank Plc ("Issuer").  Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Facility Agreement.

This Collateral Compliance Certificate is being furnished to the Issuer pursuant to Section 5.1(e) of the Facility Agreement.  The undersigned officer of [Everest Bermuda][19]/[the Borrower][20] hereby certifies to you as follows: (a) the information furnished in the calculations attached hereto was true and correct as

of [] and (b) as of the date of this Collateral Compliance Certificate, there exists no Event of Default under any of the Facility Documents.

IN WITNESS WHEREOF, the undersigned officer has executed this Collateral Compliance Certificate as of the date first written above.

[BORROWER]

Signed by

 

for and on behalf of [[]]: 

)

)

)

)

 

 

 

 


[19] To be inserted if Everest Bermuda is providing the Compliance Certificate.

[20] To be inserted if any Designated Borrower is providing the Compliance Certificate.


 

Collateral Compliance Certificate Worksheet

For

[Name of Borrower]

[] 20[]

 

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appendix 3  

Form of Security Agreement

Security Agreement

THIS SECURITY AGREEMENT (this "Agreement") dated as of [] is between [DESIGNATED BORROWER] (the "Debtor") and BARCLAYS BANK PLC (the "Issuer"). 

WITNESSETH

WHEREAS, Everest Reinsurance (Bermuda), Ltd., certain Subsidiaries of Everest Re Group, Ltd. (including the Debtor) as Designated Borrowers, and the Issuer entered into that certain Letter of Credit Facility Agreement, dated as of [], 2021, as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Facility Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), pursuant to which the Issuer agreed to issue Letters of Credit for the account of the Debtor; and

WHEREAS, as a condition precedent to the issuance of Letters of Credit for the account of the Debtor, the Debtor is required to execute and deliver this Agreement; and

WHEREAS, the Liabilities of the Debtor with respect to the Letters of Credit issued for its account under the Facility Agreement are to be secured pursuant to this Agreement;

NOW, THEREFORE, for and in consideration of the issuance of Letters of Credit by the Issuer for the account of the Debtor, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                     Definitions 

When used herein, (a) the terms Certificated Security, Chattel Paper, Commodities Contract, Control, Deposit Account, Financial Assets, General Intangibles, Instrument, Investment Property, Proceeds, Securities Account, Security, Security Certificate, Security Entitlement and Uncertificated Security shall have the respective meanings assigned to such terms in Article 8 Article 9, as applicable, of the Uniform Commercial Code (as defined below) and (b) the following terms have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):

Agreement - see the Preamble.

Collateral – see Section 2

Collateral Account means account number [] established and maintained by the Financial Institution in the name of the Debtor as a Securities Account for purposes of the Uniform Commercial Code.

Debtor - see the Preamble.

Event of Default means an Event of Default under the Facility Agreement.

Facility Agreement - see the Recitals.

Financial Institution means [The Bank of New York Mellon].

Issuer - see the Preamble.

 


 

Liabilities means, as to the Debtor, all obligations (monetary or otherwise) of the Debtor under or in connection with the Letters of Credit issued for the account of the Debtor (including any L/C Fees and Unpaid Reimbursement Obligations and interest thereon) under the Facility Agreement, this Agreement, any Control Agreement or any other Facility Document or any other document or instrument executed by the Debtor in connection with such Letters of Credit, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due including, without limitation, any post-petition interest accruing during any bankruptcy reorganization of the Debtor or other similar proceeding.

Uniform Commercial Code means the Uniform Commercial Code as in effect in the State of New York on the date of this Agreement; provided, however, as used in Section 7, "Uniform Commercial Code" means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

2.                     Grant of Security Interest

As security for the payment of all Liabilities, the Debtor hereby grants to the Issuer, a continuing security interest in all of the Debtor's right, title and interest in the following, whether now or hereafter existing or acquired (collectively, the "Collateral"): 

(a)               the Collateral Accounts,

(b)              all Financial Assets at any time credited to or carried in the Collateral Accounts (including without limitation (i) Securities (whether constituting Certificated Securities or Uncertificated Securities), (ii) Security Entitlements, (iii) Investment Property, (iv) General Intangibles, (v) Instruments and (vi) Chattel Paper), and

(c)               all products and Proceeds (including without limitation all dividends, distributions and payments received thereon or in exchange or substitution thereof) with respect to any of the foregoing; and together with all books, records, writings, databases, information and other property evidencing, embodying or incorporating any of the foregoing.

3.                     Warranties 

The Debtor warrants that:

(a)               no financing statement or other filing or registration evidencing a Lien (other than any which may have been filed on behalf of the Issuer) covering any of the Collateral is on file in any public office;

(b)              the Debtor is and will be the lawful owner of all Collateral, free of all liens and claims whatsoever, other than (i) the security interest created hereunder and (ii) any banker's Lien, right of set-off and similar Liens in favor of the Financial Institution permitted by the Control Agreement with the Financial Institution (collectively, "Permitted Liens"), with full power and authority to execute this Agreement and perform the Debtor's obligations hereunder, and to subject the Collateral to the security interest hereunder;

(c)               the Debtor's true legal name as registered in the jurisdiction in which such Debtor is organized or incorporated, jurisdiction of incorporation or organization, chief executive office, and principal place of business and the office where the Debtor keeps its records concerning the Collateral are set forth on schedule  1 hereto;

 

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(d)              the Debtor has not been known by any legal name different from the one set forth on the signature page of this Agreement; and

(e)               the Collateral Account is maintained in the United States and governed by the laws of the State of New York or another state in the United States.

4.                     Agreements of the Debtor

The Debtor (a) will, upon request of the Issuer, execute (as applicable) and deliver such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Issuer) and do such other acts and things, as the Issuer may reasonably request in connection with the perfection and enforcement of the security interest granted hereunder; (b) will cause the Issuer's security interest in Collateral consisting of Investment Property to be and remain continuously perfected by Control (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (c) will keep its records concerning the Collateral in such a manner as will enable the Issuer or its designees to determine at any time the status of the Collateral; (d) will furnish the Issuer such information concerning the Debtor, the Collateral and the Financial Institution as the Issuer may from time to time reasonably request; (e) will, upon reasonable request of the Issuer, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form reasonably satisfactory to the Issuer, of the security interest of the Issuer hereunder; (f) will pay to the Financial Institution any charges or costs imposed by the Financial Institution pursuant to agreements with the Financial Institution; (g) agrees to indemnify, defend, and hold harmless the Issuer, its successors and assigns and its directors, officers, employees and agents, from and against any and all losses, liabilities, damages, obligations, deficiencies, payments, costs and expenses sustained or incurred by the Issuer in any way arising from or related to the Issuer's actions with respect to the Financial Institution other than any such losses, liabilities, damages, obligations, deficiencies, payment costs or expenses which 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 the Issuer, its successors and assigns, or its directors, officers, employees or agents and (h) will reimburse the Issuer for all reasonable expenses, including reasonable attorneys' fees and legal expenses, incurred by the Issuer in seeking to collect or enforce any rights in respect of the Collateral.

Any reasonable expenses incurred by the Issuer in protecting, preserving and maintaining any Collateral shall be borne by the Debtor.  Whenever an Event of Default shall be existing and continuing, the Debtor shall at the request of the Issuer do any and all lawful acts and execute any and all proper documents reasonably required by the Issuer in aid of such enforcement and the Debtor shall promptly, upon demand, reimburse and indemnify the Issuer for all reasonable costs and expenses incurred by the Issuer in the exercise of its rights under this Section 4

5.                     Investments 

(a)               The Debtor hereby agrees that it shall only give instructions or entitlement orders to the Financial Institution consistent with Sections 5.10  and 5.11  of the Facility Agreement.

(b)              The Debtor shall cause the Financial Institution to execute and deliver to the Issuer on or prior to the date hereof (or on or prior to such later date as agreed to in writing by the Issuer) a Control Agreement with respect to the Collateral Accounts.

(c)               As long as no Event of Default exists, and is continuing, the Debtor shall be the sole party entitled to exercise for any purpose any and all (i) voting rights and (ii) powers, in either case arising from or relating to the Debtor's interest in respect of any Investment

 

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Property (including the power to direct the Financial Institution with respect to the investment of funds or sale of Investment Property); provided, however, the Debtor shall not exercise such rights or powers in a manner, or consent to any action that would in any manner impair the enforceability of the Issuer's Lien on any of the Collateral.  At any time an Event of Default exists, and is continuing, all rights of the Debtor provided in this Section 5(c) shall cease, and all voting rights and powers described herein shall thereupon be vested in the Issuer which shall have the sole and exclusive right and authority to exercise such voting rights and powers.  The Issuer hereby agrees that it shall not issue to the Financial Institution a [Notice of Exclusive Control] (as defined in the Control Agreement) unless an Event of Default shall have occurred and be continuing at the time such [Notice of Exclusive Control] is issued.

6.                     Event of Default

Whenever an Event of Default shall exist and be continuing, the Issuer may exercise from time to time any rights and remedies available to it under applicable Law and in addition may sell or otherwise dispose of the Collateral or any part thereof.  In connection therewith and subject to the requirements of the Uniform Commercial Code, the Collateral may be sold in one or more sales, at public or private sale, conducted by an officer or agent of, or auctioneer or attorney for, the Issuer, at the Issuer's place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, on such terms as the Issuer shall deem appropriate and at such price or prices as the Issuer shall deem best.  The Issuer may be the purchaser of any or all of the Collateral so sold at a public sale.  The Issuer may, in its sole discretion, at any such sale, restrict the prospective bidders or purchasers who will provide assurances satisfactory to the Issuer that the Collateral may be offered and sold to them without registration under the Securities Act of 1933, as amended, and without registration or qualification under any other applicable state or federal law.  Any notification of intended disposition of any of the Collateral required by applicable Law shall be deemed reasonably and properly given if given at least five days before such disposition.  Any proceeds of any disposition by the Issuer of any of the Collateral may be applied to payment of expenses in connection with the Collateral, including reasonable attorneys' fees and legal expenses, and any balance of such proceeds may be applied by the Issuer toward the payment of such of the Liabilities, and in such order of application, as the Issuer may from time to time elect.

7.                     Issuer Rights and Powers

(a)               Upon the occurrence and during the continuance of an Event of Default, the Debtor hereby irrevocably appoints the Issuer as the Debtor's attorney-in-fact (which appointment as attorney-in-fact is coupled with an interest), with full authority in the place and stead of the Debtor and in the name of the Debtor, effective from time to time in the Issuer's discretion to take any action and to execute any instrument which the Issuer may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including to ask, demand, collect, sue for, recover and receive moneys due and to become due under or in connection with the Collateral, to receive, indorse and collect any drafts or other Instruments, Documents and Chattel Paper in connection therewith and to file any claims or take any action or institute any proceedings which the Issuer may reasonably deem necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of this Agreement.  Notwithstanding the foregoing, the Issuer shall not be obligated to exercise any right or duty as attorney-in-fact or have any duty to the Debtor in connection therewith.

(b)              The powers conferred on the Issuer hereunder shall not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Issuer shall have

 

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no duty as to any Collateral or as to the taking of any necessary steps to preserve any rights pertaining to any Collateral.

(c)               The Debtor hereby authorizes the Issuer to file at any time appropriate Uniform Commercial Code financing statements or other necessary filings in such jurisdictions and offices as the Issuer deems reasonably necessary in connection with the perfection of a security interest in the Collateral granted hereunder.  [The Debtor acknowledges that a copy of this Agreement will be filed with [].]

8.                     Rights and Remedies

Upon the occurrence and during the continuance of an Event of Default and the enforcement by the Issuer of its rights and remedies hereunder, all payments received by the Debtor in respect of the Collateral shall be received in trust for the benefit of the Issuer, shall be segregated from other funds of the Debtor, and shall be forthwith paid over to the Issuer in the same form as so received (with any necessary indorsement) for application to the Liabilities as provided in this Agreement.

9.                     General 

The Issuer's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as the Issuer deals with similar property for its own account.  The Issuer shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as the Debtor requests in writing, but failure of the Issuer to comply with any such request shall not of itself be deemed a failure to exercise reasonable care, and no failure of the Issuer to preserve or protect any rights with respect to such Collateral against prior parties, or to do any act with respect to the preservation of such Collateral not so requested by the Debtor, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of such Collateral.

All notices and other communications provided for hereunder (a) shall be in writing and shall be sent by the means provided for in, and shall be deemed delivered in accordance with, Section 9.1  of the Facility Agreement and (b) shall be sent (i) in the case of the Issuer, to its address provided for in schedule 3 of the Facility Agreement and (ii) in the case of the Debtor, to its address provided for in schedule 3 of the Facility Agreement.

The Debtor agrees to pay all reasonable expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by the Issuer in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Agreement, and such obligations will themselves be Liabilities.

No delay on the part of the Issuer in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Issuer of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.

This Agreement shall remain in full force and effect until all Liabilities have been paid in full, the Commitment has terminated and all Letters of Credit issued for the account of the Debtor have terminated or been returned undrawn whereupon the remaining Collateral shall be returned to the Debtor; provided that this Agreement may be terminated at the request of the Debtor prior to the termination of the Commitments if all Liabilities have been paid in full and there are no outstanding Letters of Credit issued for the account of the Debtor.  If at any time all or any part of any payment theretofore applied by the Issuer to any of the Liabilities is or must be rescinded or returned by the Issuer for any reason whatsoever (including, without

 

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limitation, the insolvency, bankruptcy or reorganization of the Debtor), such Liabilities shall, for the purposes of this Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the Issuer, and this Agreement shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Issuer had not been made.

This Agreement shall be construed in accordance with and governed by the laws of the State of New York.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

The rights and privileges of the Issuer hereunder shall inure to the benefit of its successors and assigns.

This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT, SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ISSUER'S OPTION, IN THE COURTS OF ANY JURISDICTION

WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH OF THE DEBTOR AND THE ISSUER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  EACH OF THE DEBTOR AND THE ISSUER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.1  OF THE FACILITY AGREEMENT.  NOTHING IN ANY FACILITY DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  EACH OF THE DEBTOR AND THE ISSUER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH OF THE DEBTOR AND THE ISSUER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER FACILITY DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE

 

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FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

Signed by

 

for and on behalf of [DESIGNATED BORROWER]: 

)

)

)

)

 

 

 

 

Signed by

 

for and on behalf of BARCLAYS BANK PLC

)

)

)

)

 

 

 

 

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SCHEDULE 1

Organizational Information

Legal Name:

Jurisdiction of Incorporation:

Chief Executive Office:

Principal Place of Business:

Location of Records re: Collateral:

 

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appendix 4  

Form of Designated Borrower
Request and Assumption Agreement

Date:[]

To:               Barclays Bank PLC
                    [Address]
                    Attn:  []

From:         [Everest Reinsurance (Bermuda), Ltd.]

Ladies and Gentlemen:

This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Letter of Credit Facility Agreement dated as of [], 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined) among Everest Reinsurance (Bermuda), Ltd. ("Everest Bermuda") and certain Subsidiaries of Everest Re Group, Ltd. party thereto pursuant to Section 2.14  of the Agreement (each a "Designated Borrower" and, together with Everest Bermuda, the "Borrowers" and, each a "Borrower") and Barclays Bank PLC ("Issuer"). 

Each of [] (the "Designated Borrower") and Everest Bermuda hereby confirms, represents and warrants to the Issuer that the Designated Borrower is an Insurance Subsidiary of Everest Group.

The documents required to be delivered to the Issuer under Section 2.14  and Section 4.2(f) of the Agreement will be furnished to the Issuer in accordance with the requirements of the Agreement.

Complete if the Designated Borrower is a US Person: The true and correct U.S. taxpayer identification number of the Designated Borrower is [].

Complete if the Designated Borrower is a Non-US Person: The true and correct unique identification number that has been issued to the Designated Borrower by its jurisdiction of organization and the name of such jurisdiction are set forth below:

Identification Number

Jurisdiction of Organization

 

 

 

 

The parties hereto hereby confirm that with effect from the date this Agreement is accepted by the Issuer (the "Effective Date"), the Designated Borrower shall have obligations, duties and liabilities toward each of the other parties to the Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original party to the Agreement as a Borrower.  Also as of the date of the Effective Date, the Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Agreement.

The parties hereto hereby request that the Designated Borrower be entitled to have Letters of Credit issued for its account and understand, acknowledge and agree that the Designated Borrower shall not have any right to request any Letters of Credit its account unless and until the date five Business Days after the Effective Date.

 

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Accordingly, Everest Bermuda and the Designated Borrower hereby represent and warrant and agree that as of the "Effective Date":

1.                     Each of the representations and warranties contained in the Agreement and in the other Facility Documents (to the extent the same relate to a Subsidiary of Everest Bermuda) is true and correct as to the Designated Borrower on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

2.                     The Designated Borrower's addresses for notices, other communications and service of process provided for in the Agreement shall be given in the manner, and with the effect, specified in Section 9.1  of the Agreement to it at its "Address for Notices" specified on the signature pages below or (if no such address is so specified) to it c/o the address for Everest Bermuda; and

3.                     As of the Effective Date, the payment of the Reimbursement Obligations and interest thereon and all other amounts under the Agreement will not be subject, by withholding or deduction, to any Taxes imposed by the [Designated Borrower's jurisdiction(s)] for the Designated Borrower.

In addition to the foregoing, Everest Bermuda hereby represents and warrants and agrees that as of the Effective Date:

(a)               Each of the representations and warranties contained in the Agreement and in the other Facility Documents is true and correct in all material respects on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and

(b)              No Default has occurred and is continuing.

This Designated Borrower Request and Assumption Agreement shall constitute a Facility Document under the Agreement.

This Designated Borrower Request and Assumption Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement.

THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower Request and Assumption Agreement to be duly executed and delivered by their proper and duly authorized signatories as of the day and year first above written.

Signed by

 

for and on behalf of [DESIGNATED BORROWER]: 

)

)

)

)

 

 

 

 

Signed by

 

for and on behalf of EVEREST REINSURANCE (BERMUDA), LTD.

)

)

)

)

 

 

 

 

Accepted this ___ day of _____, 20__

BARCLAY BANK PLC, as Issuer

 

By:  ________________________
Name:
Title:

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized signatories as of the day and year first above written.

 

Borrower

Signed by

 

for and on behalf of EVEREST REINSURANCE (BERMUDA), LTD.

)

)

)

)

 

 

 

 

 

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The Issuer

Signed by

 

for and on behalf of BARCLAYS BANK PLC

)

)

)

)

 

 

 

 



 

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EXHIBIT 21.1

Subsidiaries of Everest Re Group, Ltd.

 

The following is a list of Everest Re Group, Ltd. Subsidiaries:

 

A screenshot of a cell phone

Description automatically generated 

    


 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-259589) and Forms S-8 (Nos. 333- 238962; 333-169698; 333-105483; and 333-97049) of Everest Re Group, Ltd. of our report dated February 28, 2022 relating to the financial statements and financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
New York, New York
February 28, 2022

 

    


 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Juan C. Andrade, certify that:

 

1.     I have reviewed this annual report on Form 10-K 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.

 

 

February 28, 2022

 

/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 annual report on Form 10-K 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.

 

 

February 28, 2022

/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 Annual Report on Form 10-K for the year ended December 31, 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.

 

 

February 28, 2022

 

 

/S/ JUAN C. ANDRADE

 

Juan C. Andrade

 

President and

 

 

Chief Executive Officer

 

     

 

 

 

 

/S/ MARK KOCIANCIC

 

Mark Kociancic

 

Executive Vice President and

 

 

Chief Financial Officer