8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 28, 2009

Everest Re Group, Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	1-15731	98-0365432
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
Wessex House – 2nd Floor 45 Reid Street PO Box HM 845 Hamilton HM DX, Bermuda		Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 441-295-0006

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 On October 28, 2009, the registrant issued a news release announcing its third quarter 2009 results. A copy of that news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 The news release furnished herewith contains information regarding the registrant’s operating income.  Operating income differs from net income, the most directly comparable generally accepted accounting principle financial measure, only by the exclusion of realized capital gains and losses on investments and gains on debt repurchase.  Management believes that presentation of operating income provides useful information to investors because it more accurately measures and predicts the registrant’s results of operations by removing the variability arising from the management of the registrant’s investment portfolio.  In addition, management, analysts and investors use operating income to evaluate the financial performance of the registrant and the insurance industry in general.

 In accordance with general instruction B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits
	Exhibit No.	Description
	99.1	News Release of the registrant, dated October 28, 2009

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EVEREST RE GROUP, LTD.
By:	/s/ DOMINIC J. ADDESSO
	Dominic J. Addesso
	Executive Vice President and
	Chief Financial Officer

Dated:  October 28, 2009

EXHIBIT INDEX

Exhibit Number	Description of Document	Page No.
99.1	News Release of the registrant, dated October 28, 2009	5

EX-99.1

        NEWS RELEASE    

EVEREST RE GROUP, LTD.

Wessex House, 45 Reid Street, 2nd Floor, Hamilton HM DX, Bermuda

Contact:  Elizabeth B. Farrell

Vice President, Investor Relations

Everest Global Services, Inc.

908.604.3169

For Immediate Release

Everest Re Group Reports Third Quarter 2009 Earnings

HAMILTON, Bermuda – October 28, 2009 -- Everest Re Group, Ltd. (NYSE: RE) reported third quarter 2009 net income of $228.6 million, or $3.75 per diluted common share, compared to a net loss of $233.1 million, or $3.79 per common share, for the third quarter of 2008. After-tax operating income1, excluding realized capital gains and losses, was $209.4 million, or $3.43 per diluted common share, for the third quarter 2009, compared to after-tax operating income1 of $12.6 million, or $0.20 per common share, for the same period last year.

For the nine months ended September 30, 2009, net income was $609.8 million, or $9.94 per diluted common share, compared to a loss of $2.2 million or $0.04 per common share, for the first nine months of 2008. After-tax operating income1, excluding realized capital gains and losses and the gain on the first quarter’s debt repurchase, was $571.8 million for the first nine months of 2009, or $9.32 per diluted common share, compared to $383.2 million, or $6.18 per common share, for the same period in 2008.

Commenting on the Company’s results, Chairman and Chief Executive Officer, Joseph V. Taranto said, “We have achieved yet another milestone in Everest’s history with shareholders’ equity topping more than $6 billion at quarter end. Book value per share has increased 25%, since the beginning of the year, benefitting from strong earnings and the financial market recovery to date. These results are a testament to the discipline and strength of the organization.”

Operating highlights for the third quarter of 2009 included the following:

· Gross written premiums increased 13% to $1.1 billion for the quarter compared to $999.2 million for the same period in 2008. Excluding the impact of foreign

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exchange, gross written premiums were up approximately 14%. Worldwide reinsurance premiums increased 12%, but adjusting for foreign exchange grew approximately 13%. Insurance premiums, which are entirely derived from the U.S. markets, were up 19%. This growth is being driven by a strong U.S. reinsurance property market, particularly for catastrophe exposed regions, the continued expansion of business in various international reinsurance markets and new program development on the insurance book.

· The GAAP loss and combined ratios were 60.2% and 88.7%, respectively, for the quarter compared to 87.3% and 115.0%, respectively, in the third quarter of 2008. Last year’s results were impacted by catastrophe losses, primarily emanating from Hurricanes Gustav and Ike. Excluding prior year development and catastrophe losses, the current year attritional loss ratio was 56.8%, up slightly from the 55.5% reported for last year’s third quarter.

· Net investment income was $165.4 million, relatively flat compared to the third quarter of 2008. Limited partnership income added $23.5 million for the quarter due in large part to income from partnerships investing in public equities.

· Net after-tax realized capital gains totaled $19.3 million for the quarter, a major component, of which, includes after-tax fair value adjustments to the equity portfolio. This compares to net after-tax realized capital losses of $245.7 million in the same period last year.

· Net after-tax unrealized capital gains totaled $343.5 million during the quarter, driven by a general decline in interest rates and a continued narrowing of credit spreads.

· Cash flow from operations was $314.7 million compared to cash flows of $375.4 million in the same quarter last year.

· For the quarter, the annualized after-tax operating income1 return on average adjusted shareholders’ equity2 was 14.9% compared to 0.9% in 2008.

· Shareholders’ equity ended the quarter at $6.1 billion, up 23% from year-end 2008. Accordingly, book value per share increased 25% to $100.75 as of September 30, 2009 from $80.77 at year-end 2008.

· The Company repurchased 491,731 of its common shares during the quarter and 1.2 million of its common shares since year end. Through September, the total cost of the repurchased shares under this program was $90.5 million, representing an average purchase price of $75.44 per share. The repurchases were made pursuant to a share repurchase authorization, provided by the Company’s Board of Directors, under which there remains 4.6 million shares available.

This news release 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 U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of the Company.  These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes,

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regulatory and legal uncertainties and other factors described in our latest Annual Report on Form 10-K.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Everest Re Group, Ltd. is a Bermuda holding company that operates through the following subsidiaries: Everest Reinsurance Company provides reinsurance to property and casualty insurers in both the U.S. and international markets. Everest Reinsurance (Bermuda), Ltd., including through its branch in the United Kingdom, provides reinsurance and insurance to worldwide property and casualty markets and reinsurance to life insurers. Everest Reinsurance Company (Ireland), Limited provides reinsurance to non-life insurers in Europe. Everest National Insurance Company and Everest Security Insurance Company provide property and casualty insurance to policyholders in the U.S. Everest Indemnity Insurance Company offers excess and surplus lines insurance in the U.S. Additional information on Everest Re Group companies can be found at the Group’s web site at www.everestre.com.

A conference call discussing the third quarter results will be held at 8:30 a.m. Eastern Time on October 29, 2009. The call will be available on the Internet through the Company’s web site or at www.streetevents.com.

Recipients are encouraged to visit the Company’s web site to view supplemental financial information on the Company’s results. The supplemental information is located at www.everestre.com in the “Financial Reports” section of the “Investor Center”. The supplemental financial information may also be obtained by contacting the Company directly.

___________________________

1The Company generally uses after-tax operating income, a non-GAAP financial measure, to evaluate its performance.  After-tax operating income consists of net income excluding after-tax net realized capital gains (losses) as the following reconciliation displays:

	Three Months Ended										Nine Months Ended
	September 30,										September 30,
(Dollars in thousands, except per share amounts)	2009				2008						2009						2008
			(unaudited)											(unaudited)
			Per Diluted					Per						Per Diluted						Per
			Common					Common						Common						Common
	Amount		Share		Amount			Share			Amount			Share			Amount			Share
Net income (loss)	$	228,618	$	3.75	$	(233,127	)	$	(3.79	)	$	609,762		$	9.94		$	(2,167	)	$	(0.04	)
After-tax net realized capital gains/(losses)		19,254		0.32		(245,734	)		(3.99	)		(12,866	)		(0.21	)		(385,406	)		(6.22	)
After-tax gain on tender of debt		-		-		-			-			50,876			0.83			-			-
After-tax operating income	$	209,364	$	3.43	$	12,607		$	0.20		$	571,752		$	9.32		$	383,239		$	6.18

Although net realized capital gains (losses) are an integral part of the Company’s insurance operations, the determination of net realized capital gains (losses) is independent of the insurance underwriting process.  The Company believes that the level of net realized capital gains (losses) for any particular period is not indicative of the performance of the underlying business in that particular period.  Providing only a GAAP

3

presentation of net income makes it more difficult for users of the financial information to evaluate the Company’s success or failure in its basic business, and may lead to incorrect or misleading assumptions and conclusions.  The Company understands that the equity analysts who follow the Company focus on after-tax operating income in their analyses for the reasons discussed above.  The Company provides after-tax operating income to investors so that they have what management believes to be a useful supplement to GAAP information concerning the Company’s performance.

2Adjusted shareholders’ equity excludes net after-tax unrealized (appreciation) depreciation of investments.

--Financial Details Follow--

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EVEREST RE GROUP, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands, except per share amounts)	2009			2008			2009			2008
	(unaudited)						(unaudited)
REVENUES:
Premiums earned	$	975,380		$	931,859		$	2,864,578		$	2,785,927
Net investment income		165,387			164,478			401,350			490,527
Net realized capital gains (losses):
Other-than-temporary impairments on fixed maturity securities		-			(153,435	)		(13,210	)		(159,935	)
Other-than-temporary impairments on fixed maturity securities
transferred to other comprehensive income		-			-			-			-
Other net realized capital gains (losses)		31,063			(139,930	)		2,598			(301,379	)
Total net realized capital gains (losses)		31,063			(293,365	)		(10,612	)		(461,314	)
Realized gain on debt repurchase		-			-			78,271			-
Net derivative (expense) income		(2,118	)		14,943			(470	)		13,228
Other expense		(13,204	)		(8,243	)		(15,995	)		(23,570	)
Total revenues		1,156,508			809,672			3,317,122			2,804,798
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		587,247			813,668			1,723,937			1,963,760
Commission, brokerage, taxes and fees		229,257			218,045			684,509			689,905
Other underwriting expenses		48,937			40,335			134,409			120,307
Interest, fees and bond issue cost amortization expense		17,376			19,795			54,634			59,376
Total claims and expenses		882,817			1,091,843			2,597,489			2,833,348
INCOME (LOSS) BEFORE TAXES		273,691			(282,171	)		719,633			(28,550	)
Income tax expense (benefit)		45,073			(49,044	)		109,871			(26,383	)
NET INCOME (LOSS)	$	228,618		$	(233,127	)	$	609,762		$	(2,167	)
Other comprehensive income (loss), net of tax		376,448			(248,664	)		681,727			(421,714	)
COMPREHENSIVE INCOME (LOSS)	$	605,066		$	(481,791	)	$	1,291,489		$	(423,881	)
EARNINGS PER COMMON SHARE:
Basic	$	3.76		$	(3.79	)	$	9.97		$	(0.04	)
Diluted	$	3.75		$	(3.79	)	$	9.94		$	(0.04	)
Dividends declared	$	0.48		$	0.48		$	1.44		$	1.44

EVEREST RE GROUP, LTD.
CONSOLIDATED BALANCE SHEETS
	September 30,			December 31,
(Dollars in thousands, except par value per share)	2009			2008
	(unaudited)
ASSETS:
Fixed maturities - available for sale, at market value	$	12,637,625		$	10,759,612
(amortized cost: 2009, $12,175,370; 2008, $10,932,076)
Fixed maturities - available for sale, at fair value		52,815			43,090
Equity securities - available for sale, at market value (cost: 2009, $14,244; 2008, $14,915)		16,572			16,900
Equity securities - available for sale, at fair value		158,456			119,829
Short-term investments		1,340,481			1,889,799
Other invested assets (cost: 2009, $644,320; 2008, $687,265)		642,025			679,356
Cash		265,075			205,694
Total investments and cash		15,113,049			13,714,280
Accrued investment income		149,193			149,215
Premiums receivable		979,127			908,110
Reinsurance receivables		625,138			657,169
Funds held by reinsureds		382,062			331,817
Deferred acquisition costs		367,663			354,992
Prepaid reinsurance premiums		104,356			79,379
Deferred tax asset		245,471			442,367
Federal income taxes recoverable		44,810			32,295
Other assets		118,022			176,966
TOTAL ASSETS	$	18,128,891		$	16,846,590
LIABILITIES:
Reserve for losses and loss adjustment expenses	$	8,889,681		$	8,840,660
Future policy benefit reserve		66,153			66,172
Unearned premium reserve		1,467,392			1,335,511
Funds held under reinsurance treaties		89,859			83,431
Losses in the course of payment		47,219			45,654
Commission reserves		41,877			52,460
Other net payable to reinsurers		51,676			51,138
8.75% Senior notes due 3/15/2010		199,931			199,821
5.4% Senior notes due 10/15/2014		249,759			249,728
6.6% Long term notes due 5/1/2067		238,347			399,643
Junior subordinated debt securities payable		329,897			329,897
Accrued interest on debt and borrowings		12,821			11,217
Equity index put option liability		61,022			60,552
Unsettled securities payable		157,305			1,476
Other liabilities		141,000			158,875
Total liabilities		12,043,939			11,886,235
SHAREHOLDERS' EQUITY:
Preferred shares, par value: $0.01; 50 million shares authorized;
no shares issued and outstanding		-			-
Common shares, par value: $0.01; 200 million shares authorized; (2009) 65.8 million and
(2008) 65.6 million issued		658			656
Additional paid-in capital		1,836,342			1,824,552
Accumulated other comprehensive income (loss), net of deferred income tax expense
of $117.9 million at 2009 and tax benefit of $16.5 million at 2008		332,564			(291,851	)
Treasury shares, at cost; 5.4 million shares (2009) and 4.2 million shares (2008)		(482,824	)		(392,329	)
Retained earnings		4,398,212			3,819,327
Total shareholders' equity		6,084,952			4,960,355
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	18,128,891		$	16,846,590

EVEREST RE GROUP, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in thousands)	2009			2008			2009			2008
	(unaudited)						(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	228,618		$	(233,127	)	$	609,762		$	(2,167	)
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease (increase) in premiums receivable		10,974			9,685			(48,369	)		23,195
Increase in funds held by reinsureds, net		7,458			(7,133	)		(23,327	)		(33,500	)
Decrease (increase) in reinsurance receivables		34,620			(25,938	)		78,435			(12,877	)
Decrease (increase) in deferred tax asset		5,771			59,187			59,989			(31,615	)
Increase (decrease) in reserve for losses and loss adjustment expenses		26,614			291,530			(152,544	)		357,606
Decrease in future policy benefit reserve		(1,168	)		(3,972	)		(20	)		(11,524	)
Increase (decrease) in unearned premiums		103,568			17,019			114,033			(137,396	)
Change in equity adjustments in limited partnerships		(23,512	)		21,051			29,964			5,453
Change in other assets and liabilities, net		(56,631	)		(54,159	)		(24,819	)		(33,827	)
Non-cash compensation expense		3,534			2,941			10,290			13,511
Amortization of bond premium		5,912			4,905			12,793			9,381
Amortization of underwriting discount on senior notes		48			45			142			133
Realized gain on debt repurchase		-			-			(78,271	)		-
Net realized capital (gains) losses		(31,063	)		293,365			10,612			461,314
Net cash provided by operating activities		314,743			375,399			598,670			607,687
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called - available for sale, at market value		364,585			154,577			924,998			701,138
Proceeds from fixed maturities matured/called - available for sale, at fair value		-			-			5,570			-
Proceeds from fixed maturities sold - available for sale, at market value		109,963			95,500			239,621			225,447
Proceeds from fixed maturities sold - available for sale, at fair value		4,010			-			12,012			-
Proceeds from equity securities sold - available for sale, at market value		23,067			-			24,143			-
Proceeds from equity securities sold - available for sale, at fair value		11,309			345,063			23,548			674,297
Distributions from other invested assets		27,280			52,045			50,591			65,926
Cost of fixed maturities acquired - available for sale, at market value		(840,561	)		(582,558	)		(2,203,804	)		(2,435,862	)
Cost of fixed maturities acquired - available for sale, at fair value		(2,548	)		(11,444	)		(19,101	)		(11,444	)
Cost of equity securities acquired - available for sale, at market value		-			(16	)		-			(456	)
Cost of equity securities acquired - available for sale, at fair value		(12,948	)		(181,408	)		(32,247	)		(330,789	)
Cost of other invested assets acquired		(11,882	)		(176,333	)		(36,624	)		(224,432	)
Net change in short-term securities		(229,898	)		55,779			561,164			1,019,830
Net change in unsettled securities transactions		104,102			(52,820	)		157,430			(58,562	)
Net cash used in investing activities		(453,521	)		(301,615	)		(292,699	)		(374,907	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common shares issued during the period, net		1,114			2,292			1,502			2,053
Purchase of treasury shares		(41,077	)		(25,006	)		(90,495	)		(150,744	)
Net cost of debt repurchase		-			-			(83,026	)		-
Dividends paid to shareholders		(29,100	)		(29,463	)		(88,189	)		(89,133	)
Net cash used in financing activities		(69,063	)		(52,177	)		(260,208	)		(237,824	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		616			(23,855	)		13,618			(21,893	)
Net (decrease) increase in cash		(207,225	)		(2,248	)		59,381			(26,937	)
Cash, beginning of period		472,300			225,878			205,694			250,567
Cash, end of period	$	265,075		$	223,630		$	265,075		$	223,630
SUPPLEMENTAL CASH FLOW INFORMATION
Cash transactions:
Income taxes paid (recovered)	$	2,983		$	(97,418	)	$	70,762		$	3,286
Interest paid	$	14,194		$	13,937		$	52,318		$	53,004