UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: June 30, 2013 Commission file number: 1-15731

EVEREST RE GROUP, LTD.

(Exact name of registrant as specified in its charter)

Bermuda	98-0365432
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Wessex House – 2nd Floor

45 Reid Street

PO Box HM 845

Hamilton HM DX, Bermuda

441-295-0006

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive office)

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

YES X NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES X NO

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

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

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

YES NO X

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Number of Shares Outstanding
Class	At August 1, 2013
Common Shares, $0.01 par value	48,624,595

EVEREST RE GROUP, LTD

Table of Contents

Form 10-Q

Page

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets June 30, 2013 (unaudited)
	and December 31, 2012	1
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the
	three and six months ended June 30, 2013 and 2012 (unaudited)	2
	Consolidated Statements of Changes in Shareholders’ Equity for the three and six
	months ended June 30, 2013 and 2012 (unaudited)	3
	Consolidated Statements of Cash Flows for the three and six months ended
	June 30, 2013 and 2012 (unaudited)	4
	Notes to Consolidated Interim Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operation	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 4.	Controls and Procedures	55

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	57

PART I

ITEM 1.  FINANCIAL STATEMENTS

EVEREST RE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
(Dollars and share amounts in thousands, except par value per share)	2013			2012
	(unaudited)
ASSETS:
Fixed maturities - available for sale, at market value	$	12,879,955		$	13,141,657
(amortized cost: 2013, $12,544,171; 2012, $12,444,880)
Fixed maturities - available for sale, at fair value		18,129			41,470
Equity securities - available for sale, at market value (cost: 2013, $142,409; 2012, $131,630)		140,197			143,493
Equity securities - available for sale, at fair value		1,295,816			1,255,557
Short-term investments		727,965			860,379
Other invested assets (cost: 2013, $526,704; 2012, $596,590)		526,704			596,590
Cash		439,136			537,050
Total investments and cash		16,027,902			16,576,196
Accrued investment income		125,729			130,209
Premiums receivable		1,455,774			1,237,859
Reinsurance receivables		711,719			659,081
Funds held by reinsureds		239,267			228,375
Deferred acquisition costs		324,306			303,268
Prepaid reinsurance premiums		76,417			71,107
Deferred tax asset		258,132			262,024
Income taxes recoverable		67,300			68,442
Other assets		272,502			241,346
TOTAL ASSETS	$	19,559,048		$	19,777,907
LIABILITIES:
Reserve for losses and loss adjustment expenses	$	9,843,480		$	10,069,055
Future policy benefit reserve		65,541			66,107
Unearned premium reserve		1,444,979			1,322,525
Funds held under reinsurance treaties		2,592			2,755
Commission reserves		56,050			65,533
Other net payable to reinsurers		191,931			162,778
Losses in course of payment		421,002			191,076
Revolving credit borrowings		40,000			-
5.4% Senior notes due 10/15/2014		249,932			249,907
6.6% Long term notes due 5/1/2067		238,359			238,357
Junior subordinated debt securities payable		-			329,897
Accrued interest on debt and borrowings		4,791			4,781
Equity index put option liability		52,101			79,467
Unsettled securities payable		115,362			48,830
Other liabilities		210,128			213,372
Total liabilities		12,936,248			13,044,440
Commitments and contingencies (Note 8)
SHAREHOLDERS' EQUITY:
Preferred shares, par value: $0.01; 50,000 shares authorized;
no shares issued and outstanding		-			-
Common shares, par value: $0.01; 200,000 shares authorized; (2013) 67,812
and (2012) 67,105 outstanding before treasury shares		678			671
Additional paid-in capital		2,003,166			1,946,439
Accumulated other comprehensive income (loss), net of deferred income tax expense
(benefit) of $67,381 at 2013 and $119,629 at 2012		207,164			537,049
Treasury shares, at cost; 19,224 shares (2013) and 15,687 shares (2012)		(1,813,913	)		(1,363,958	)
Retained earnings		6,225,705			5,613,266
Total shareholders' equity		6,622,800			6,733,467
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	19,559,048		$	19,777,907
The accompanying notes are an integral part of the consolidated financial statements.

1

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands, except per share amounts)	2013			2012			2013			2012
	(unaudited)						(unaudited)
REVENUES:
Premiums earned	$	1,151,533		$	1,037,800		$	2,240,292		$	2,035,778
Net investment income		148,729			149,329			294,510			301,767
Net realized capital gains (losses):
Other-than-temporary impairments on fixed maturity securities		-			(466	)		(191	)		(6,354	)
Other-than-temporary impairments on fixed maturity securities
transferred to other comprehensive income (loss)		-			-			-			-
Other net realized capital gains (losses)		33,905			(16,114	)		160,831			88,493
Total net realized capital gains (losses)		33,905			(16,580	)		160,640			82,139
Net derivative gain (loss)		12,081			(16,306	)		27,366			(10,123	)
Other income (expense)		8,295			27,812			(592	)		21,618
Total revenues		1,354,543			1,182,055			2,722,216			2,431,179
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		711,590			607,870			1,304,234			1,210,336
Commission, brokerage, taxes and fees		242,067			265,789			475,113			503,292
Other underwriting expenses		54,901			49,675			107,847			98,170
Corporate expenses		6,168			6,075			11,885			10,736
Interest, fees and bond issue cost amortization expense		17,362			13,244			30,843			26,422
Total claims and expenses		1,032,088			942,653			1,929,922			1,848,956
INCOME (LOSS) BEFORE TAXES		322,455			239,402			792,294			582,223
Income tax expense (benefit)		46,813			24,851			132,309			62,968
NET INCOME (LOSS)	$	275,642		$	214,551		$	659,985		$	519,255
Other comprehensive income (loss), net of tax:
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period		(272,540	)		5,408			(319,342	)		85,535
Less:  reclassification adjustment for realized losses (gains) included in net income (loss)		(1,828	)		(7,456	)		(5,919	)		(7,214	)
Total URA(D) on securities arising during the period		(274,368	)		(2,048	)		(325,261	)		78,321
Foreign currency translation adjustments		13,751			(24,997	)		(7,315	)		(9,127	)
Pension adjustments		1,345			983			2,691			1,967
Total other comprehensive income (loss), net of tax		(259,272	)		(26,062	)		(329,885	)		71,161
COMPREHENSIVE INCOME (LOSS)	$	16,370		$	188,489		$	330,100		$	590,416
EARNINGS PER COMMON SHARE:
Basic	$	5.60		$	4.10		$	13.19		$	9.81
Diluted		5.56			4.08			13.09			9.79
Dividends declared		0.48			0.48			0.96			0.96
The accompanying notes are an integral part of the consolidated financial statements.

2

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands, except share and dividends per share amounts)	2013			2012			2013			2012
	(unaudited)						(unaudited)
COMMON SHARES (shares outstanding):
Balance, beginning of period		49,965,812			52,624,820			51,417,962			53,735,551
Issued during the period, net		208,935			223,184			707,092			489,882
Treasury shares acquired		(1,586,707	)		(990,957	)		(3,537,014	)		(2,368,386	)
Balance, end of period		48,588,040			51,857,047			48,588,040			51,857,047
COMMON SHARES (par value):
Balance, beginning of period	$	676		$	667		$	671		$	665
Issued during the period, net		2			2			7			4
Balance, end of period		678			669			678			669
ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of period		1,978,966			1,901,322			1,946,439			1,892,988
Share-based compensation plans		24,200			22,991			56,727			31,325
Balance, end of period		2,003,166			1,924,313			2,003,166			1,924,313
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),
NET OF DEFERRED INCOME TAXES:
Balance, beginning of period		466,436			464,201			537,049			366,978
Net increase (decrease) during the period		(259,272	)		(26,062	)		(329,885	)		71,161
Balance, end of period		207,164			438,139			207,164			438,139
RETAINED EARNINGS:
Balance, beginning of period		5,973,378			5,163,777			5,613,266			4,884,714
Net income (loss)		275,642			214,551			659,985			519,255
Dividends declared ($0.48 per quarter and $0.96 year-to-date
per share in 2013 and 2012)		(23,315	)		(25,129	)		(47,546	)		(50,770	)
Balance, end of period		6,225,705			5,353,199			6,225,705			5,353,199
TREASURY SHARES AT COST:
Balance, beginning of period		(1,602,590	)		(1,198,969	)		(1,363,958	)		(1,073,970	)
Purchase of treasury shares		(211,323	)		(100,000	)		(449,955	)		(224,999	)
Balance, end of period		(1,813,913	)		(1,298,969	)		(1,813,913	)		(1,298,969	)
TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD	$	6,622,800		$	6,417,351		$	6,622,800		$	6,417,351
The accompanying notes are an integral part of the consolidated financial statements.

3

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2013			2012			2013			2012
	(unaudited)						(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	275,642		$	214,551		$	659,985		$	519,255
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease (increase) in premiums receivable		(167,239	)		70,139			(220,306	)		107,410
Decrease (increase) in funds held by reinsureds, net		(16,828	)		10,673			(12,244	)		8,407
Decrease (increase) in reinsurance receivables		26,758			(33,809	)		(65,978	)		(13,027	)
Decrease (increase) in current income taxes		(25,569	)		4,768			1,089			1,459
Decrease (increase) in deferred tax asset		18,071			3,956			55,640			33,961
Decrease (increase) in prepaid reinsurance premiums		(10,354	)		3,130			(6,908	)		9,123
Increase (decrease) in reserve for losses and loss adjustment expenses		(47,200	)		(95,066	)		(175,142	)		(267,230	)
Increase (decrease) in future policy benefit reserve		229			(574	)		(567	)		(919	)
Increase (decrease) in unearned premiums		72,212			(186,162	)		126,535			(173,569	)
Increase (decrease) in other net payable to reinsurers		25,577			30,025			29,765			26,903
Increase (decrease) in losses in course of payment		81,362			(20,878	)		230,135			10,810
Change in equity adjustments in limited partnerships		(18,994	)		(15,972	)		(36,350	)		(28,492	)
Change in other assets and liabilities, net		(31,052	)		113,547			(74,866	)		108,193
Non-cash compensation expense		4,551			7,652			10,165			13,374
Amortization of bond premium (accrual of bond discount)		16,900			16,200			35,507			30,966
Amortization of underwriting discount on senior notes		14			12			27			25
Net realized capital (gains) losses		(33,905	)		16,580			(160,640	)		(82,139	)
Net cash provided by (used in) operating activities		170,175			138,772			395,847			304,510
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called - available for sale, at market value		706,674			381,216			1,318,718			791,593
Proceeds from fixed maturities matured/called - available for sale, at fair value		4,213			-			7,213			-
Proceeds from fixed maturities sold - available for sale, at market value		376,688			203,240			631,184			421,318
Proceeds from fixed maturities sold - available for sale, at fair value		13,678			1,862			17,342			61,143
Proceeds from equity securities sold - available for sale, at market value		44,194			34,549			45,423			54,792
Proceeds from equity securities sold - available for sale, at fair value		252,594			53,950			358,769			297,606
Distributions from other invested assets		33,846			12,798			117,548			21,017
Cost of fixed maturities acquired - available for sale, at market value		(1,105,870	)		(641,902	)		(2,122,159	)		(1,254,576	)
Cost of fixed maturities acquired - available for sale, at fair value		(1,411	)		(2,382	)		(2,706	)		(5,506	)
Cost of equity securities acquired - available for sale, at market value		(51,921	)		(6,202	)		(53,487	)		(12,654	)
Cost of equity securities acquired - available for sale, at fair value		(121,327	)		(79,934	)		(243,944	)		(193,279	)
Cost of other invested assets acquired		(4,617	)		(16,680	)		(11,301	)		(28,592	)
Net change in short-term investments		53,629			(5,025	)		132,136			(262,730	)
Net change in unsettled securities transactions		64,135			(32,856	)		55,668			5,966
Net cash provided by (used in) investing activities		264,505			(97,366	)		250,404			(103,902	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common shares issued during the period, net		19,651			15,344			46,569			17,955
Purchase of treasury shares		(211,323	)		(100,000	)		(449,955	)		(224,999	)
Revolving credit borrowings		40,000			-			40,000			-
Net cost of junior subordinated debt securities maturing		(329,897	)		-			(329,897	)		-
Dividends paid to shareholders		(23,315	)		(25,129	)		(47,546	)		(50,770	)
Net cash provided by (used in) financing activities		(504,884	)		(109,785	)		(740,829	)		(257,814	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(14,796	)		(4,817	)		(3,336	)		7,406
Net increase (decrease) in cash		(85,000	)		(73,196	)		(97,914	)		(49,800	)
Cash, beginning of period		524,136			472,047			537,050			448,651
Cash, end of period	$	439,136		$	398,851		$	439,136		$	398,851
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (recovered)	$	47,550		$	12,617		$	66,738		$	23,801
Interest paid		17,280			20,387			23,281			26,085
Non-cash transaction:
Conversion of equity securities - available for sale, at market value, to fixed
maturity securities - available for sale, at market value, including accrued
interest at time of conversion		-			92,981			-			92,981
The accompanying notes are an integral part of the consolidated financial statements.

4

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2013 and 2012

1.  GENERAL

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

2.  BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company for the three and six months ended June 30, 2013 and 2012 include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results on an interim basis.  Certain financial information, which is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), has been omitted since it is not required for interim reporting purposes.  The December 31, 2012 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.  The results for the three and six months ended June 30, 2013 and 2012 are not necessarily indicative of the results for a full year.  These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2012, 2011 and 2010 included in the Company’s most recent Form 10-K filing.

All intercompany accounts and transactions have been eliminated.

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

Application of Recently Issued Accounting Standard Changes.

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

Presentation of Comprehensive Income. In June 2011, FASB issued amendments to existing guidance to provide two alternatives for the presentation of comprehensive income. Components of net income and comprehensive income can either be presented within a single, continuous financial statement or be presented in two separate but consecutive financial statements.  The Company has chosen to present the components of net income and comprehensive income in a single, continuous financial statement.  The guidance is effective for reporting periods beginning after December 15, 2011.  The Company implemented this guidance as of January 1, 2012.  In February, 2013, the FASB issued an additional amendment for the presentation of amounts reclassified out of accumulated other comprehensive income by component.  The Company implemented the proposed guidance as of January 1, 2013.

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

5

Treatment of Insurance Contract Acquisition Costs. In October 2010, the FASB issued authoritative guidance for the accounting for costs associated with acquiring or renewing insurance contracts.  The guidance identifies the incremental direct costs of contract acquisition and costs directly related to acquisition activities that should be capitalized.  This guidance is effective for reporting periods beginning after December 15, 2011.  The Company implemented this guidance as of January 1, 2012 and determined that $13,492 thousand of previously deferrable acquisition costs would be expensed during 2012 and 2013, including $10,876 thousand and $2,616 thousand expensed during 2012 and in the six months ended June 30, 2013, respectively. No additional expense will be incurred related to this guidance implementation in future periods.

3.  INVESTMENTS

The amortized cost, market value and gross unrealized appreciation and depreciation of available for sale, fixed maturity and equity security investments, carried at market value, are as follows for the periods indicated:

	At June 30, 2013
	Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Appreciation		Depreciation			Value
Fixed maturity securities
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	288,613	$	6,411	$	(1,958	)	$	293,066
Obligations of U.S. states and political subdivisions		1,053,722		50,344		(8,017	)		1,096,049
Corporate securities		3,774,268		166,423		(27,371	)		3,913,320
Asset-backed securities		140,042		4,830		(406	)		144,466
Mortgage-backed securities
Commercial		290,176		19,934		(1,989	)		308,121
Agency residential		2,385,213		40,914		(29,224	)		2,396,903
Non-agency residential		5,901		259		(256	)		5,904
Foreign government securities		1,785,275		88,509		(23,884	)		1,849,900
Foreign corporate securities		2,820,961		97,929		(46,664	)		2,872,226
Total fixed maturity securities	$	12,544,171	$	475,553	$	(139,769	)	$	12,879,955
Equity securities	$	142,409	$	4,106	$	(6,318	)	$	140,197

	At December 31, 2012
	Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Appreciation		Depreciation			Value
Fixed maturity securities
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	302,050	$	11,079	$	(1,007	)	$	312,122
Obligations of U.S. states and political subdivisions		1,214,990		78,097		(1,124	)		1,291,963
Corporate securities		3,794,979		247,439		(7,098	)		4,035,320
Asset-backed securities		169,615		7,296		(333	)		176,578
Mortgage-backed securities
Commercial		294,596		27,965		(2,473	)		320,088
Agency residential		2,091,672		63,794		(3,331	)		2,152,135
Non-agency residential		7,660		590		(201	)		8,049
Foreign government securities		1,785,738		132,947		(6,457	)		1,912,228
Foreign corporate securities		2,783,580		159,632		(10,038	)		2,933,174
Total fixed maturity securities	$	12,444,880	$	728,839	$	(32,062	)	$	13,141,657
Equity securities	$	131,630	$	11,864	$	(1	)	$	143,493

The $1,849,900 thousand of foreign government securities at June 30, 2013 included $816,908 thousand of European sovereign securities.  Approximately 52.1%, 20.2%, 6.5% and 5.3% of European sovereign securities represented securities held in the governments of the United Kingdom, France, Austria and the Netherlands, respectively.  No other countries represented more than 5% of the European sovereign securities.  The Company held no sovereign securities of Portugal, Italy, Ireland, Greece or Spain at June 30, 2013.

6

In accordance with FASB guidance, the Company reclassified the non-credit portion of other-than-temporary impairments from retained earnings into accumulated other comprehensive income (loss), on April 1, 2009.  The table below presents the pre-tax cumulative unrealized appreciation (depreciation) on those corporate securities, for the periods indicated:

(Dollars in thousands)	At June 30, 2013		At December 31, 2012
Pre-tax cumulative unrealized appreciation (depreciation)	$	3,376	$	4,748

The amortized cost and market value of fixed maturity securities are shown in the following table by contractual maturity.  Mortgage-backed securities are generally more likely to be prepaid than other fixed maturity securities. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.

	At June 30, 2013				At December 31, 2012
	Amortized		Market		Amortized		Market
(Dollars in thousands)	Cost		Value		Cost		Value
Fixed maturity securities – available for sale:
Due in one year or less	$	978,756	$	993,082	$	944,446	$	957,775
Due after one year through five years		5,614,941		5,817,795		5,463,158		5,741,258
Due after five years through ten years		2,087,888		2,114,695		2,331,593		2,511,525
Due after ten years		1,041,254		1,098,989		1,142,140		1,274,249
Asset-backed securities		140,042		144,466		169,615		176,578
Mortgage-backed securities:
Commercial		290,176		308,121		294,596		320,088
Agency residential		2,385,213		2,396,903		2,091,672		2,152,135
Non-agency residential		5,901		5,904		7,660		8,049
Total fixed maturity securities	$	12,544,171	$	12,879,955	$	12,444,880	$	13,141,657

The changes in net unrealized appreciation (depreciation) for the Company’s investments are derived from the following sources for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2013			2012			2013			2012
Increase (decrease) during the period between the market value and cost
of investments carried at market value, and deferred taxes thereon:
Fixed maturity securities	$	(311,674	)	$	9,352		$	(359,621	)	$	70,739
Fixed maturity securities, other-than-temporary impairment		(1,144	)		559			(1,372	)		1,461
Equity securities		(12,058	)		(12,029	)		(14,075	)		10,821
Other invested assets		-			-			-			-
Change in unrealized appreciation (depreciation), pre-tax		(324,876	)		(2,118	)		(375,068	)		83,021
Deferred tax benefit (expense)		50,402			53			49,667			(4,724	)
Deferred tax benefit (expense), other-than-temporary impairment		106			17			140			24
Change in unrealized appreciation (depreciation),
net of deferred taxes, included in shareholders’ equity	$	(274,368	)	$	(2,048	)	$	(325,261	)	$	78,321

The Company frequently reviews all of its fixed maturity, available for sale securities for declines in market value and focuses its attention on securities whose fair value has fallen below 80% of their amortized cost at the time of review.  The Company then assesses whether the decline in value is temporary or other-than-temporary.  In making its assessment, the Company evaluates the current market and interest rate environment as well as specific issuer information.  Generally, a change in a security’s value caused by a change in the market, interest rate or foreign exchange environment does not constitute an other-than-temporary impairment, but rather a temporary decline in market value.  Temporary declines in market value are recorded as unrealized losses in accumulated other comprehensive income (loss).  If the Company determines that the decline is other-than-temporary and the Company does not have the intent to sell the security; and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, the carrying value of the investment is written down to fair value.  The fair value adjustment that is credit or foreign exchange related is recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss).  The fair value adjustment that is

7

non-credit related is recorded as a component of other comprehensive income (loss), net of tax, and is included in accumulated other comprehensive income (loss) in the Company’s consolidated balance sheets.  The Company’s assessments are based on the issuers current and expected future financial position, timeliness with respect to interest and/or principal payments, speed of repayments and any applicable credit enhancements or breakeven constant default rates on mortgage-backed and asset-backed securities, as well as relevant information provided by rating agencies, investment advisors and analysts.

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

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

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

	Duration of Unrealized Loss at June 30, 2013 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	$	50,263	$	(1,260	)	$	5,979	$	(698	)	$	56,242	$	(1,958	)
Obligations of U.S. states and political subdivisions		96,852		(7,802	)		5,480		(215	)		102,332		(8,017	)
Corporate securities		1,043,819		(22,767	)		100,852		(4,604	)		1,144,671		(27,371	)
Asset-backed securities		7,447		(52	)		1,150		(354	)		8,597		(406	)
Mortgage-backed securities
Commercial		7		-			30,459		(1,989	)		30,466		(1,989	)
Agency residential		877,507		(27,451	)		201,292		(1,773	)		1,078,799		(29,224	)
Non-agency residential		2,182		(30	)		1,833		(226	)		4,015		(256	)
Foreign government securities		348,024		(16,432	)		78,997		(7,452	)		427,021		(23,884	)
Foreign corporate securities		829,749		(36,355	)		169,708		(10,309	)		999,457		(46,664	)
Total fixed maturity securities	$	3,255,850	$	(112,149	)	$	595,750	$	(27,620	)	$	3,851,600	$	(139,769	)
Equity securities		123,684		(6,318	)		15		-			123,699		(6,318	)
Total	$	3,379,534	$	(118,467	)	$	595,765	$	(27,620	)	$	3,975,299	$	(146,087	)

8

	Duration of Unrealized Loss at June 30, 2013 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	$	45,998	$	(955	)	$	37,316	$	(4,093	)	$	83,314	$	(5,048	)
Due in one year through five years		1,116,155		(24,612	)		198,219		(12,155	)		1,314,374		(36,767	)
Due in five years through ten years		911,332		(38,575	)		98,517		(4,921	)		1,009,849		(43,496	)
Due after ten years		295,222		(20,474	)		26,964		(2,109	)		322,186		(22,583	)
Asset-backed securities		7,447		(52	)		1,150		(354	)		8,597		(406	)
Mortgage-backed securities		879,696		(27,481	)		233,584		(3,988	)		1,113,280		(31,469	)
Total fixed maturity securities	$	3,255,850	$	(112,149	)	$	595,750	$	(27,620	)	$	3,851,600	$	(139,769	)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at June 30, 2013 were $3,975,299 thousand and $146,087 thousand, respectively.  The market value of securities for the single issuer whose securities comprised the largest unrealized loss position at June 30, 2013, did not exceed 0.7% of the overall market value 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 $112,149 thousand of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, foreign government securities and agency residential mortgage-backed securities.  Of these unrealized losses, $99,293 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The $27,620 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities as well as foreign government securities.  Of these unrealized losses, $23,590 thousand related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.  The gross unrealized depreciation for mortgage-backed securities included $310 thousand related to sub-prime and alt-A loans.  In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations.  The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.

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

9

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

	Duration of Unrealized Loss at December 31, 2012 By Security Type
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	21,468	$	(430	)	$	3,386	$	(577	)	$	24,854	$	(1,007	)
Obligations of U.S. states and political subdivisions		38,754		(1,073	)		5,781		(51	)		44,535		(1,124	)
Corporate securities		174,665		(2,069	)		71,483		(5,029	)		246,148		(7,098	)
Asset-backed securities		-		-			13,714		(333	)		13,714		(333	)
Mortgage-backed securities
Commercial		-		-			50,999		(2,473	)		50,999		(2,473	)
Agency residential		396,016		(2,215	)		67,781		(1,116	)		463,797		(3,331	)
Non-agency residential		-		-			2,105		(201	)		2,105		(201	)
Foreign government securities		85,032		(923	)		66,329		(5,534	)		151,361		(6,457	)
Foreign corporate securities		197,029		(2,802	)		103,720		(7,236	)		300,749		(10,038	)
Total fixed maturity securities	$	912,964	$	(9,512	)	$	385,298	$	(22,550	)	$	1,298,262	$	(32,062	)
Equity securities		-		-			13		(1	)		13		(1	)
Total	$	912,964	$	(9,512	)	$	385,311	$	(22,551	)	$	1,298,275	$	(32,063	)

	Duration of Unrealized Loss at December 31, 2012 By Maturity
	Less than 12 months					Greater than 12 months					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
(Dollars in thousands)	Market Value		Depreciation			Market Value		Depreciation			Market Value		Depreciation
Fixed maturity securities
Due in one year or less	$	21,909	$	(502	)	$	30,177	$	(3,631	)	$	52,086	$	(4,133	)
Due in one year through five years		261,625		(3,891	)		163,480		(12,748	)		425,105		(16,639	)
Due in five years through ten years		135,391		(1,409	)		37,926		(1,431	)		173,317		(2,840	)
Due after ten years		98,023		(1,495	)		19,116		(617	)		117,139		(2,112	)
Asset-backed securities		-		-			13,714		(333	)		13,714		(333	)
Mortgage-backed securities		396,016		(2,215	)		120,885		(3,790	)		516,901		(6,005	)
Total fixed maturity securities	$	912,964	$	(9,512	)	$	385,298	$	(22,550	)	$	1,298,262	$	(32,062	)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 2012 were $1,298,275 thousand and $32,063 thousand, respectively.  The market value of securities for the single issuer whose securities comprised the largest unrealized loss position at December 31, 2012, did not exceed 0.3% of the overall market value 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 $9,512 thousand of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, as well as agency residential mortgage-backed securities.  Of these unrealized losses, $7,982 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The $22,550 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities, foreign government securities and commercial mortgage-backed securities.  Of these unrealized losses, $19,150 thousand related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.  The non-investment grade securities with unrealized losses were mainly comprised of corporate and commercial mortgage-backed securities.  The gross unrealized depreciation for mortgage-backed securities included $250 thousand related to sub-prime and alt-A loans.  In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations.  The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.

10

The components of net investment income are presented in the table below for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2013			2012			2013			2012
Fixed maturities	$	120,253		$	120,602		$	241,010		$	244,946
Equity securities		12,795			16,228			22,536			33,504
Short-term investments and cash		176			358			480			527
Other invested assets
Limited partnerships		19,585			16,439			37,068			29,286
Other		1,935			(492	)		4,256			1,026
Gross investment income before adjustments		154,744			153,135			305,350			309,289
Funds held interest income (expense)		1,847			3,268			6,276			6,381
Future policy benefit reserve income (expense)		(621	)		(509	)		(1,152	)		(1,147	)
Gross investment income		155,970			155,894			310,474			314,523
Investment expenses		(7,241	)		(6,565	)		(15,964	)		(12,756	)
Net investment income	$	148,729		$	149,329		$	294,510		$	301,767
(Some amounts may not reconcile due to rounding.)

The Company records results from limited partnership investments on the equity method of accounting with changes in value reported through net investment income.  Due to the timing of receiving financial information from these partnerships, the results are generally reported on a one month or quarter lag.  If the Company determines there has been a significant decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company identifies the decline.

The Company had contractual commitments to invest up to an additional $101,210 thousand in limited partnerships at June 30, 2013.  These commitments will be funded when called in accordance with the partnership agreements, which have investment periods that expire, unless extended, through 2016.

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2013			2012			2013			2012
Fixed maturity securities, market value:
Other-than-temporary impairments	$	-		$	(466	)	$	(191	)	$	(6,354	)
Gains (losses) from sales		(304	)		2,068			4,573			6,135
Fixed maturity securities, fair value:
Gains (losses) from sales		148			(180	)		90			5,027
Gains (losses) from fair value adjustments		(1,665	)		(1,707	)		(1,581	)		1,325
Equity securities, market value:
Gains (losses) from sales		2,418			6,308			2,651			6,820
Equity securities, fair value:
Gains (losses) from sales		16,033			(2,318	)		24,052			20,099
Gains (losses) from fair value adjustments		17,275			(20,285	)		131,032			49,088
Short-term investments gain (loss)		-			-			14			(1	)
Total net realized capital gains (losses)	$	33,905		$	(16,580	)	$	160,640		$	82,139

The Company recorded as net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss) both fair value re-measurements and write-downs in the value of securities deemed to be impaired on an other-than-temporary basis as displayed in the table above.  The Company had no other-than-temporary impaired securities where the impairment had both a credit and non-credit component.

11

The proceeds and split between gross gains and losses, from sales of fixed maturity and equity securities, are presented in the table below for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2013			2012			2013			2012
Proceeds from sales of fixed maturity securities	$	390,366		$	205,102		$	648,526		$	482,461
Gross gains from sales		11,208			6,593			18,921			20,482
Gross losses from sales		(11,364	)		(4,705	)		(14,258	)		(9,320	)
Proceeds from sales of equity securities	$	296,788		$	88,499		$	404,192		$	352,398
Gross gains from sales		23,401			7,662			32,503			35,175
Gross losses from sales		(4,950	)		(3,672	)		(5,800	)		(8,256	)

4.  DERIVATIVES

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

The Company sold six equity index put option contracts, based on the Standard & Poor’s 500 (“S&P 500”) index, for total consideration, net of commissions, of $22,530 thousand.  At June 30, 2013, fair value for these equity index put option contracts was $44,757 thousand.  These equity index put option contracts each have a single exercise date, with maturities ranging from 12 to 30 years and strike prices ranging from $1,141.21 to $1,540.63.  No amounts will be payable under these equity index put option contracts if the S&P 500 index is at, or above, the strike prices on the exercise dates, which fall between June 2017 and March 2031.  If the S&P 500 index is lower than the strike price on the applicable exercise date, the amount due would vary proportionately with the percentage by which the index is below the strike price.  Based on historical index volatilities and trends and the June 30, 2013 S&P 500 index value, the Company estimates the probability that each equity index put option contract of the S&P 500 index falling below the strike price on the exercise date to be less than 37%.  The theoretical maximum payouts under these six equity index put option contracts would occur if on each of the exercise dates the S&P 500 index value were zero.  At June 30, 2013, the present value of these theoretical maximum payouts using a 3% discount factor was $401,748 thousand.  Conversely, if the contracts had all expired on June 30, 2013, with the S&P index at $1,606.28 there would be no settlement amount.

The Company sold one equity index put option contract based on the FTSE 100 index for total consideration, net of commissions, of $6,706 thousand.  At June 30, 2013, fair value for this equity index put option contract was $7,343 thousand.  This equity index put option contract has an exercise date of July 2020 and a strike price of ₤5,989.75.  No amount will be payable under this equity index put option contract if the FTSE 100 index is at, or above, the strike price on the exercise date.  If the FTSE 100 index is lower than the strike price on the exercise date, the amount due will vary proportionately with the percentage by which the index is below the strike price.  Based on historical index volatilities and trends and the June 30, 2013 FTSE 100 index value, the Company estimates the probability that the equity index put option contract of the FTSE 100 index will fall below the strike price on the exercise date to be less than 46%.  The theoretical maximum payout under the equity index put option contract would occur if on the exercise date the FTSE 100 index value was zero.  At June 30, 2013, the present value of the theoretical maximum payout using a 3% discount factor and current exchange rate was $41,901 thousand.  Conversely, if the contract had expired on June 30, 2013, with the FTSE index at ₤6,215.50 there would be no settlement amount.

12

The fair value of the equity index put options can be found in the Company’s consolidated balance sheets as follows:

(Dollars in thousands)
Derivatives not designated as	Location of fair value	At		At
hedging instruments	in balance sheets	June 30, 2013		December 31, 2012
Equity index put option contracts	Equity index put option liability	$	52,101	$	79,467
Total		$	52,101	$	79,467

The change in fair value of the equity index put option contracts can be found in the Company’s statement of operations and comprehensive income (loss) as follows:

(Dollars in thousands)		For the Three Months Ended					For the Six Months Ended
Derivatives not designated as	Location of gain (loss) in statements of	June 30,					June 30,
hedging instruments	operations and comprehensive income (loss)	2013		2012			2013		2012
Equity index put option contracts	Net derivative gain (loss)	$	12,081	$	(16,306	)	$	27,366	$	(10,123	)
Total		$	12,081	$	(16,306	)	$	27,366	$	(10,123	)

The Company’s equity index put option contracts contain provisions that require collateralization of the fair value, as calculated by the counterparty, above a specified threshold, which is based on the Company’s financial strength ratings (Moody’s Investors Service, Inc.) and/or debt ratings (Standard & Poor’s Ratings Services).  The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on June 30, 2013, was $52,101 thousand for which the Company had posted collateral with a market value of $43,143 thousand.  If on June 30, 2013, the Company’s ratings were such that the collateral threshold was zero, the Company’s collateral requirement would increase by $55,000 thousand.

5.  FAIR VALUE

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

In limited instances where prices are not provided by pricing services or in rare instances when a manager may not agree with the pricing service, price quotes on a non-binding basis are obtained from investment brokers.  The investment asset managers do not make any changes to prices received from either the pricing services or the investment brokers.  In addition, the investment asset managers have procedures in place to review the reasonableness of the prices from the service providers and may request verification of the prices.  In addition, the Company continually performs analytical reviews of price changes and tests the prices on a random basis to an independent pricing source.  No material variances were noted during these price validation procedures.  In limited situations, where financial markets are inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rates to determine fair value.  The Company made no such adjustments at June 30, 2013 and December 31, 2012.

The Company internally manages a small public equity portfolio which had a fair value at June 30, 2013 of $148,147 thousand and all prices were obtained from publically published sources.

13

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

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

As of June 30, 2013 and December 31, 2012, all Level 3 fixed maturity securities, were priced using single non-binding broker quotes since prices for these securities were not provided by normal pricing service companies.  The single broker quotes are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes.  The prices received from brokers are reviewed for reasonableness by the third party asset managers and the Company.

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

The fair value was calculated using an industry accepted option pricing model, Black-Scholes, which used the following assumptions:

	At June 30, 2013
		Contract
	Contracts	based on
	based on	FTSE 100
	S & P 500 Index	Index
Equity index	1,606.3	6,215.5
Interest rate	1.66% to 3.98%	2.74%
Time to maturity	3.9 to 17.8 yrs	7.1
Volatility	21.3% to 25.3%	24.2%

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

			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	June 30, 2013		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	293,066	$	-	$	293,066	$	-
Obligations of U.S. States and political subdivisions		1,096,049		-		1,096,049		-
Corporate securities		3,913,320		-		3,913,320		-
Asset-backed securities		144,466		-		138,449		6,017
Mortgage-backed securities
Commercial		308,121		-		308,121		-
Agency residential		2,396,903		-		2,396,903		-
Non-agency residential		5,904		-		5,124		780
Foreign government securities		1,849,900		-		1,847,286		2,614
Foreign corporate securities		2,872,226		-		2,860,650		11,576
Total fixed maturities, market value		12,879,955		-		12,858,968		20,987
Fixed maturities, fair value		18,129		-		18,129		-
Equity securities, market value		140,197		123,699		16,498		-
Equity securities, fair value		1,295,816		1,172,913		122,903		-
Liabilities:
Equity index put option contracts	$	52,101	$	-	$	-	$	52,101

There were no transfers between Level 1 and Level 2 for the six months ended June 30, 2013.

15

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

			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	December 31, 2012		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	312,122	$	-	$	312,122	$	-
Obligations of U.S. States and political subdivisions		1,291,963		-		1,291,963		-
Corporate securities		4,035,320		-		4,035,320		-
Asset-backed securities		176,578		-		171,729		4,849
Mortgage-backed securities
Commercial		320,088		-		320,088		-
Agency residential		2,152,135		-		2,117,293		34,842
Non-agency residential		8,049		-		7,623		426
Foreign government securities		1,912,228		-		1,912,228		-
Foreign corporate securities		2,933,174		-		2,921,261		11,913
Total fixed maturities, market value		13,141,657		-		13,089,627		52,030
Fixed maturities, fair value		41,470		-		41,470		-
Equity securities, market value		143,493		126,395		17,098		-
Equity securities, fair value		1,255,557		1,114,997		140,560		-
Liabilities:
Equity index put option contracts	$	79,467	$	-	$	-	$	79,467

16

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

	Three Months Ended June 30, 2013																	Six Months Ended June 30, 2013
	Asset-backed			Foreign			Foreign			Non-agency			Agency					Asset-backed			Foreign			Foreign			Non-agency			Agency
(Dollars in thousands)	Securities			Corporate			Government			RMBS			RMBS		Total			Securities			Corporate			Government			RMBS			RMBS			Total
Beginning balance	$	4,686		$	2,279		$	-		$	407		$	-	$	7,372		$	4,849		$	11,913		$	-		$	426		$	34,842		$	52,030
Total gains or (losses) (realized/unrealized)
Included in earnings		115			(735	)		(112	)		34			-		(698	)		16			(735	)		(112	)		91			-			(740	)
Included in other comprehensive income (loss)		(171	)		(520	)		(179	)		(34	)		-		(904	)		(361	)		(643	)		(179	)		(27	)		-			(1,210	)
Purchases, issuances and settlements		(146	)		3,872			516			(133	)		-		4,109			(20	)		4,615			516			(216	)		-			4,895
Transfers in and/or (out) of Level 3		1,533			6,680			2,389			506			-		11,108			1,533			(3,574	)		2,389			506			(34,842	)		(33,988	)
Ending balance	$	6,017		$	11,576		$	2,614		$	780		$	-	$	20,987		$	6,017		$	11,576		$	2,614		$	780		$	-		$	20,987
The amount of total gains or losses for the period included
in earnings (or changes in net assets) attributable to the
change in unrealized gains or losses relating to assets
still held at the reporting date	$	-		$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-		$	-		$	-
(Some amounts may not reconcile due to rounding.)

	Three Months Ended June 30, 2012												Six Months Ended June 30, 2012
	Asset-backed			Foreign			Non-agency						Asset-backed			Foreign			Non-agency
(Dollars in thousands)	Securities			Corporate			RMBS			Total			Securities			Corporate			RMBS			Total
Beginning balance	$	14,680		$	5,650		$	469		$	20,799		$	16,937		$	3,044		$	486		$	20,467
Total gains or (losses) (realized/unrealized)
Included in earnings		(1	)		(16	)		-			(17	)		55			(20	)		36			71
Included in other comprehensive income (loss)		(7	)		(23	)		-			(30	)		359			126			(2	)		483
Purchases, issuances and settlements		1,788			4,755			(1	)		6,542			5,461			7,216			(52	)		12,625
Transfers in and/or (out) of Level 3		(6,478	)		(2,462	)		(463	)		(9,403	)		(12,830	)		(2,462	)		(463	)		(15,755	)
Ending balance	$	9,982		$	7,904		$	5		$	17,891		$	9,982		$	7,904		$	5		$	17,891
The amount of total gains or losses for the period included
in earnings (or changes in net assets) attributable to the
change in unrealized gains or losses relating to assets
still held at the reporting date	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
(Some amounts may not reconcile due to rounding.)

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

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(Dollars in thousands)	2013			2012		2013			2012
Liabilities:
Balance, beginning of period	$	64,181		$	63,546	$	79,467		$	69,729
Total (gains) or losses (realized/unrealized)
Included in earnings		(12,081	)		16,306		(27,366	)		10,123
Included in other comprehensive income (loss)		-			-		-			-
Purchases, issuances and settlements		-			-		-			-
Transfers in and/or (out) of Level 3		-			-		-			-
Balance, end of period	$	52,101		$	79,851	$	52,101		$	79,851
The amount of total gains or losses for the period included in earnings
(or changes in net assets) attributable to the change in unrealized
gains or losses relating to liabilities still held at the reporting date	$	-		$	-	$	-		$	-
(Some amounts may not reconcile due to rounding.)

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6.  CAPITAL TRANSACTIONS

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

7.  EARNINGS PER COMMON SHARE

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

Net income (loss) per common share has been computed as per below, based upon weighted average common basic and dilutive shares outstanding.

		Three Months Ended						Six Months Ended
		June 30,						June 30,
(Dollars in thousands, except per share amounts)		2013			2012			2013			2012
Net income (loss) per share:
Numerator
Net income (loss)		$	275,642		$	214,551		$	659,985		$	519,255
Less:  dividends declared-common shares and nonvested common shares			(23,315	)		(25,129	)		(47,546	)		(50,770	)
Undistributed earnings			252,327			189,422			612,439			468,485
Percentage allocated to common shareholders (1)			99.1	%		99.0	%		99.1	%		99.1	%
			249,979			187,610			607,138			464,367
Add:  dividends declared-common shareholders			23,107			24,893			47,126			50,297
Numerator for basic and diluted earnings per common share		$	273,086		$	212,503		$	654,264		$	514,664
Denominator
Denominator for basic earnings per weighted-average common shares			48,762			51,855			49,588			52,451
Effect of dilutive securities:
Options			385			171			399			145
Denominator for diluted earnings per adjusted weighted-average common shares			49,147			52,026			49,987			52,596
Per common share net income (loss)
Basic		$	5.60		$	4.10		$	13.19		$	9.81
Diluted		$	5.56		$	4.08		$	13.09		$	9.79
(1)	Basic weighted-average common shares outstanding		48,762			51,855			49,588			52,451
	Basic weighted-average common shares outstanding and nonvested common shares expected to vest		49,220			52,355			50,021			52,916
	Percentage allocated to common shareholders		99.1	%		99.0	%		99.1	%		99.1	%
(Some amounts may not reconcile due to rounding.)

The table below presents the options to purchase common shares that were outstanding, but were not included in the computation of earnings per diluted share as they were anti-dilutive, for the periods indicated:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2013	2012	2013	2012
Anti-dilutive options	-	957,400	454	1,707,150

All outstanding options expire on or between September 18, 2013 and September 19, 2022.

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8.  CONTINGENCIES

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

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

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

(Dollars in thousands)	At June 30, 2013		At December 31, 2012
	$	144,841	$	144,628

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

(Dollars in thousands)	At June 30, 2013		At December 31, 2012
	$	29,474	$	29,132

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9.  OTHER COMPREHENSIVE INCOME (LOSS)

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

	Three Months Ended June 30, 2013									Six Months Ended June 30, 2013
(Dollars in thousands)	Before Tax			Tax Effect			Net of Tax			Before Tax			Tax Effect			Net of Tax
Unrealized appreciation (depreciation) ("URA(D)") on securities - temporary	$	(321,618	)	$	50,116		$	(271,502	)	$	(366,663	)	$	48,553		$	(318,110	)
URA(D) on securities - OTTI		(1,144	)		106			(1,038	)		(1,372	)		140			(1,232	)
Reclassification of net realized losses (gains) included in net income (loss)		(2,114	)		286			(1,828	)		(7,033	)		1,114			(5,919	)
Foreign currency translation adjustments		13,950			(199	)		13,751			(11,206	)		3,891			(7,315	)
Benefit plan liability adjustments		-			-			-			-			-			-
Reclassification of benefit plan liability amortization included in net income (loss)		2,070			(725	)		1,345			4,140			(1,449	)		2,691
Total other comprehensive income (loss)	$	(308,856	)	$	49,584		$	(259,272	)	$	(382,134	)	$	52,249		$	(329,885	)
	Three Months Ended June 30, 2012									Six Months Ended June 30, 2012
(Dollars in thousands)	Before Tax			Tax Effect			Net of Tax			Before Tax			Tax Effect			Net of Tax
URA(D) on securities - temporary	$	5,233		$	(401	)	$	4,832		$	88,161		$	(4,111	)	$	84,050
URA(D) on securities - OTTI		559			17			576			1,461			24			1,485
Reclassification of net realized losses (gains) included in net income (loss)		(7,910	)		454			(7,456	)		(6,601	)		(613	)		(7,214	)
Foreign currency translation adjustments		(29,229	)		4,232			(24,997	)		(10,507	)		1,380			(9,127	)
Benefit plan liability adjustments		-			-			-			-			-			-
Reclassification of benefit plan liability amortization included in net income (loss)		1,513			(530	)		983			3,026			(1,059	)		1,967
Total other comprehensive income (loss)	$	(29,834	)	$	3,772		$	(26,062	)	$	75,540		$	(4,379	)	$	71,161

The following table presents details of the amounts reclassified from accumulated other comprehensive income (“AOCI”) for the periods indicated:

	Three months ended			Six months ended			Affected line item within the statements of
AOCI component	June 30, 2013			June 30, 2013			operations and comprehensive income (loss)
(Dollars in thousands)
URA(D) on securities	$	(2,114	)	$	(7,033	)	Other net realized capital gains (losses)
		286			1,114		Income tax expense (benefit)
	$	(1,828	)	$	(5,919	)	Net income (loss)
Benefit plan liability	$	2,070		$	4,140		Other underwriting expenses
		(725	)		(1,449	)	Income tax expense (benefit)
	$	1,345		$	2,691		Net income (loss)

20

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

	At June 30,			At December 31,
(Dollars in thousands)	2013			2012
Beginning balance of URA (D) on securities	$	603,928		$	449,579
Current period change in URA (D) of investments - temporary		(324,029	)		152,086
Current period change in URA (D) of investments - non-credit OTTI		(1,232	)		2,263
Ending balance of URA (D) on securities		278,667			603,928
Beginning balance of foreign currency translation adjustments		(4,368	)		(27,066	)
Current period change in foreign currency translation adjustments		(7,315	)		22,698
Ending balance of foreign currency translation adjustments		(11,683	)		(4,368	)
Beginning balance of benefit plans		(62,511	)		(55,535	)
Current period change in benefit plans		2,691			(6,976	)
Ending balance of benefit plans		(59,820	)		(62,511	)
Ending balance of accumulated other comprehensive income (loss)	$	207,164		$	537,049
(Some amounts may not reconcile due to rounding.)

10.  CREDIT FACILITIES

The Company has three credit facilities for a total commitment of up to $1,250,000 thousand, providing for the issuance of letters of credit and/or unsecured revolving credit lines. The following table presents the costs incurred in connection with the three credit facilities for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Credit facility fees incurred	$	280	$	699	$	477	$	1,348

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

Group Credit Facility

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

The Group Credit Facility requires Group to maintain a debt to capital ratio of not greater than 0.35 to 1 and to maintain a minimum net worth.  Minimum net worth is an amount equal to the sum of $4,249,963 thousand plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after January 1, 2012 and for which consolidated net income is positive, plus 25% of any increase in consolidated net worth during such period attributable to the issuance of ordinary and preferred shares, which at June 30, 2013, was $4,649,745 thousand.  As of June 30, 2013, the Company was in compliance with all Group Credit Facility covenants.

21

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

(Dollars in thousands)		At June 30, 2013					At December 31, 2012
Bank		Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Wells Fargo Bank Group Credit Facility	Tranche One	$	200,000	$	-		$	200,000	$	-
	Tranche Two		600,000		497,636	12/31/2013		600,000		463,155	12/31/2013
Total Wells Fargo Bank Group Credit Facility		$	800,000	$	497,636		$	800,000	$	463,155

Holdings Credit Facility

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

The Holdings Credit Facility requires Holdings to maintain a debt to capital ratio of not greater than 0.35 to 1 and Everest Re to maintain its statutory surplus at $1,875,000 thousand plus 25% of future aggregate net income and 25% of future aggregate capital contributions after December 31, 2010, which at June 30, 2013, was $2,071,087 thousand.  As of June 30, 2013, Holdings was in compliance with all Holdings Credit Facility covenants.

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.  At December 31, 2012, $2,272,346 thousand of the $3,068,916 thousand in net assets of Holdings’ consolidated subsidiaries were subject to the foregoing regulatory restrictions.

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

(Dollars in thousands)	At June 30, 2013						At December 31, 2012
Bank	Commitment		In Use		Date of Loan	Maturity/Expiry Date	Commitment		In Use		Date of Loan	Maturity/Expiry Date
Citibank Holdings Credit Facility	$	150,000	$	40,000	5/22/2013	7/24/2013	$	150,000	$	-
Total revolving credit borrowings				40,000						-
Total letters of credit				1,551		12/31/2013				1,551		12/31/2013
Total Citibank Holdings Credit Facility	$	150,000	$	41,551			$	150,000	$	1,551

Bermuda Re Letter of Credit Facility

Bermuda Re has a $300,000 thousand letter of credit issuance facility with Citibank N.A. referred to as the “Bermuda Re Letter of Credit Facility”, which commitment is reconfirmed annually with updated fees.  The Bermuda Re Letter of Credit Facility provides for the issuance of up to $300,000 thousand of secured letters of credit to collateralize reinsurance obligations as a non-admitted reinsurer.  The interest on drawn letters of credit shall be (A) 0.35% per annum of the principal amount of issued standard letters of credit (expiry of 15 months or less) and (B) 0.45% per annum of the principal amount of issued extended tenor letters of credit (expiry maximum of up to 60 months).  The commitment fee on undrawn credit shall be 0.15% per annum.

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

(Dollars in thousands)	At June 30, 2013					At December 31, 2012
Bank	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Citibank Bilateral Letter of Credit Agreement	$	300,000	$	3,672	11/24/2013	$	300,000	$	3,672	11/24/2013
				74,179	12/31/2013				75,472	12/31/2013
				1,018	8/15/2014				1,104	8/15/2014
				128	8/30/2014				139	8/30/2014
				20,240	12/31/2014				20,838	12/31/2014
				135,942	9/30/2017				145,215	3/31/2017
Total Citibank Bilateral Agreement	$	300,000	$	235,179		$	300,000	$	246,440

11  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 June 30, 2013, the total amount on deposit in trust accounts was $257,948 thousand.

12.  SENIOR NOTES

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

					June 30, 2013				December 31, 2012
					Consolidated Balance				Consolidated Balance
(Dollars in thousands)	Date Issued	Date Due	Principal Amounts		Sheet Amount		Market Value		Sheet Amount		Market Value
5.40% Senior notes	10/12/2004	10/15/2014	$	250,000	$	249,932	$	260,000	$	249,907	$	266,390

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Interest expense incurred	$	3,388	$	3,387	$	6,775	$	6,774

13.  LONG TERM SUBORDINATED NOTES

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

Maturity Date

June 30, 2013

December 31, 2012

Original

Consolidated Balance

Consolidated Balance

(Dollars in thousands)

Date Issued

Principal Amount

Scheduled

Final

Sheet Amount

Market Value

Sheet Amount

Market Value

6.6% Long term subordinated notes

04/26/2007

$

400,000

05/15/2037

05/01/2067

$

238,359

$

244,553

$

238,357

$

242,138

During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest will be at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years.  During the floating rate interest period from May 15, 2017 through maturity, interest will be based on the 3 month LIBOR plus 238.5 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years.  Deferred interest will accumulate interest at the applicable rate compounded semi-annually for periods prior to May 15, 2017, and compounded quarterly for periods from and including May 15, 2017.

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

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

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Interest expense incurred	$	3,937	$	3,937	$	7,874	$	7,874

14.  JUNIOR SUBORDINATED DEBT SECURITIES PAYABLE

The following table displays Holdings’ outstanding junior subordinated debt securities due to Everest Re Capital Trust II (“Capital Trust II”), a 100% owned finance subsidiary of Holdings.  Fair value is primarily based on the quoted market price of the related trust preferred securities, and as such, these securities are considered Level 2 under the fair value hierarchy.

					June 30, 2013				December 31, 2012
					Consolidated Balance				Consolidated Balance
(Dollars in thousands)	Date Issued	Date Due	Amount Issued		Sheet Amount		Fair Value		Sheet Amount		Fair Value
6.20% Junior subordinated debt securities	03/29/2004	03/29/2034	$	329,897	$	-	$	-	$	329,897	$	333,225

In accordance with the provisions of the junior subordinated debt securities, Holdings elected to redeem the $329,897 thousand of 6.2% junior subordinated debt securities outstanding on May 24, 2013.  As a result of the early redemption, the Company incurred pre-tax expense of $7,282 thousand related to the immediate amortization of the remaining capitalized issuance costs on the trust preferred securities.

Interest expense incurred in connection with these junior subordinated debt securities is as follows for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Interest expense incurred	$	3,068	$	5,114	$	8,181	$	10,227

Holdings considered the mechanisms and obligations relating to the trust preferred securities, taken together, constituted a full and unconditional guarantee by Holdings of Capital Trust II’s payment obligations with respect to their trust preferred securities.

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15.  SEGMENT REPORTING

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

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

Underwriting results include earned premium less losses and 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.  We utilize inter-affiliate reinsurance, although business is generally reported within the segment in which the business was first produced, consistent with how the business is managed.

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.

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The following tables present the underwriting results for the operating segments for the periods indicated:

	Three Months Ended				Six Months Ended
U.S. Reinsurance	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Gross written premiums	$	418,367	$	135,468	$	853,158	$	504,950
Net written premiums		418,039		135,321		852,678		503,552
Premiums earned	$	391,364	$	321,382	$	783,980	$	679,343
Incurred losses and LAE		237,588		196,174		435,746		418,154
Commission and brokerage		85,727		109,927		173,053		201,482
Other underwriting expenses		9,994		10,022		20,528		20,774
Underwriting gain (loss)	$	58,055	$	5,259	$	154,653	$	38,933

	Three Months Ended				Six Months Ended
International	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Gross written premiums	$	348,102	$	344,241	$	645,662	$	621,535
Net written premiums		348,069		344,232		642,051		621,525
Premiums earned	$	326,070	$	334,407	$	638,048	$	630,524
Incurred losses and LAE		184,329		160,249		345,528		308,421
Commission and brokerage		77,065		81,776		148,509		152,967
Other underwriting expenses		7,667		6,543		15,597		13,283
Underwriting gain (loss)	$	57,009	$	85,839	$	128,414	$	155,853

	Three Months Ended				Six Months Ended
Bermuda	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Gross written premiums	$	177,345	$	174,051	$	373,103	$	362,003
Net written premiums		169,689		174,060		365,512		361,333
Premiums earned	$	184,817	$	169,843	$	370,150	$	333,744
Incurred losses and LAE		111,620		101,703		203,616		206,893
Commission and brokerage		45,064		45,326		88,715		88,610
Other underwriting expenses		8,767		6,868		16,526		14,375
Underwriting gain (loss)	$	19,366	$	15,946	$	61,293	$	23,866

	Three Months Ended				Six Months Ended
Insurance	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Gross written premiums	$	316,388	$	255,258	$	569,069	$	466,996
Net written premiums		276,829		203,068		502,078		385,133
Premiums earned	$	249,282	$	212,168	$	448,114	$	392,167
Incurred losses and LAE		178,053		149,744		319,344		276,868
Commission and brokerage		34,211		28,760		64,836		60,233
Other underwriting expenses		28,473		26,242		55,196		49,738
Underwriting gain (loss)	$	8,545	$	7,422	$	8,738	$	5,328

26

The following table reconciles the underwriting results for the operating segments to income before taxes as reported in the consolidated statements of operations and comprehensive income (loss) for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2013			2012			2013			2012
Underwriting gain (loss)	$	142,975		$	114,466		$	353,098		$	223,980
Net investment income		148,729			149,329			294,510			301,767
Net realized capital gains (losses)		33,905			(16,580	)		160,640			82,139
Net derivative gain (loss)		12,081			(16,306	)		27,366			(10,123	)
Corporate expenses		(6,168	)		(6,075	)		(11,885	)		(10,736	)
Interest, fee and bond issue cost amortization expense		(17,362	)		(13,244	)		(30,843	)		(26,422	)
Other income (expense)		8,295			27,812			(592	)		21,618
Income (loss) before taxes	$	322,455		$	239,402		$	792,294		$	582,223

The Company produces business in the U.S., Bermuda and internationally.  The net income deriving from and assets residing in the individual foreign countries in which the Company writes business are not identifiable in the Company’s financial records.  Based on gross written premium, the table below presents the largest country, other than the U.S., in which the Company writes business, for the period indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
United Kingdom	$	119,156	$	104,708	$	267,143	$	219,152

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

16.  SHARE-BASED COMPENSATION PLANS

For the three months ended June 30, 2013, share-based compensation awards granted were 200 restricted shares, granted on May 15, 2013, with a fair value of $135.805 per share.

17.  RETIREMENT BENEFITS

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

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

Pension Benefits	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2013			2012			2013			2012
Service cost	$	2,728		$	2,342		$	5,457		$	4,684
Interest cost		2,074			1,979			4,148			3,958
Expected return on plan assets		(2,121	)		(2,109	)		(4,243	)		(4,218	)
Amortization of prior service cost		12			13			25			26
Amortization of net (income) loss		1,904			1,427			3,808			2,853
Net periodic benefit cost	$	4,597		$	3,652		$	9,195		$	7,303

Other Benefits	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2013		2012		2013		2012
Service cost	$	499	$	370	$	998	$	740
Interest cost		277		258		554		516
Amortization of net (income) loss		154		74		308		148
Net periodic benefit cost	$	930	$	702	$	1,860	$	1,404

The Company did not make any contributions to the qualified pension benefit plan for the three and six months ended June 30, 2013 and 2012.

27

18.  RELATED-PARTY TRANSACTIONS

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

19.  INCOME TAXES

The Company is domiciled in Bermuda and has significant subsidiaries and/or branches in Canada, Ireland, Singapore, the United Kingdom, and the United States.  The Company’s Bermuda domiciled subsidiaries are exempt from income taxation under Bermuda law until 2035.  Pre-tax income generated by Group’s non-Bermuda subsidiaries and the UK branch of Bermuda is subject to applicable federal, foreign, state and local taxes on corporations.  Company subsidiaries domiciled in the US, as well as, the Canadian and Singapore branches of Everest Re generate US pre-tax income (loss).   Foreign domiciled subsidiaries, including the UK branch of Bermuda Re, generate non-US pre-tax income (loss).  Fluctuations in US and non-US pre-tax income (loss) primarily result from the impact of catastrophe losses and realized investment gains (losses) on each subsidiary and branch.

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

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

20.  SUBSEQUENT EVENTS

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

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Industry Conditions.

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

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

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

During the fourth quarter of 2012, the industry sustained significant losses from Superstorm Sandy and also sustained significant losses during 2011 from Australian floods, the New Zealand earthquake, the earthquake and tsunami in Japan, storms in the U.S., and the Thailand floods.  It is too early to determine the longer term impact on market conditions as a result of these events.  While the 2011 events have resulted in meaningful rate increases for catastrophe coverages in some global catastrophe prone regions, particularly areas impacted by these losses, whether the magnitude of these 2012 and 2011 losses is sufficient to increase rates and improve market conditions for other lines of business remains to be seen.

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

29

Financial Summary.

We monitor and evaluate our overall performance based upon financial results.  The following table displays a summary of the consolidated net income (loss), ratios and shareholders’ equity for the periods indicated.

	Three Months Ended						Percentage			Six Months Ended						Percentage
	June 30,						Increase/			June 30,						Increase/
(Dollars in millions)	2013			2012			(Decrease)			2013			2012			(Decrease)
Gross written premiums	$	1,260.2		$	909.0			38.6	%	$	2,441.0		$	1,955.5			24.8	%
Net written premiums		1,212.6			856.7			41.5	%		2,362.3			1,871.5			26.2	%
REVENUES:
Premiums earned	$	1,151.5		$	1,037.8			11.0	%	$	2,240.3		$	2,035.8			10.0	%
Net investment income		148.7			149.3			-0.4	%		294.5			301.8			-2.4	%
Net realized capital gains (losses)		33.9			(16.6	)	NM				160.6			82.1			95.6	%
Net derivative gain (loss)		12.1			(16.3	)		-174.1	%		27.4			(10.1	)	NM
Other income (expense)		8.3			27.8			-70.2	%		(0.6	)		21.6			-102.7	%
Total revenues		1,354.5			1,182.1			14.6	%		2,722.2			2,431.2			12.0	%
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		711.6			607.9			17.1	%		1,304.2			1,210.3			7.8	%
Commission, brokerage, taxes and fees		242.1			265.8			-8.9	%		475.1			503.3			-5.6	%
Other underwriting expenses		54.9			49.7			10.5	%		107.8			98.2			9.9	%
Corporate expenses		6.2			6.1			1.5	%		11.9			10.7			10.7	%
Interest, fees and bond issue cost amortization expense		17.4			13.2			31.1	%		30.8			26.4			16.7	%
Total claims and expenses		1,032.1			942.7			9.5	%		1,929.9			1,849.0			4.4	%
INCOME (LOSS) BEFORE TAXES		322.5			239.4			34.7	%		792.3			582.2			36.1	%
Income tax expense (benefit)		46.8			24.9			88.4	%		132.3			63.0			110.1	%
NET INCOME (LOSS)	$	275.6		$	214.6			28.5	%	$	660.0		$	519.3			27.1	%
							Point									Point
RATIOS:							Change									Change
Loss ratio		61.8	%		58.6	%		3.2			58.2	%		59.5	%		(1.3	)
Commission and brokerage ratio		21.0	%		25.6	%		(4.6	)		21.2	%		24.7	%		(3.5	)
Other underwriting expense ratio		4.8	%		4.8	%		-			4.8	%		4.8	%		-
Combined ratio		87.6	%		89.0	%		(1.4	)		84.2	%		89.0	%		(4.8	)
										At			At			Percentage
										June 30,			December 31,			Increase/
(Dollars in millions, except per share amounts)											2013			2012		(Decrease)
Balance sheet data:
Total investments and cash										$	16,027.9		$	16,576.2			-3.3	%
Total assets											19,559.0			19,777.9			-1.1	%
Loss and loss adjustment expense reserves											9,843.5			10,069.1			-2.2	%
Total debt											528.3			818.2			-35.4	%
Total liabilities											12,936.2			13,044.4			-0.8	%
Shareholders' equity											6,622.8			6,733.5			-1.6	%
Book value per share											136.31			130.96			4.1	%
(NM, not meaningful.)
(Some amounts may not reconcile due to rounding.)

Revenues.  Gross written premiums increased by 38.6% to $1,260.2 million for the three months ended June 30, 2013, compared to $909.0 million for the three months ended June 30, 2012, reflecting a $290.1 million, or 44.4%, increase in our reinsurance business and a $61.1 million increase in our insurance business. The increase in reinsurance premiums was mainly due to the impact of a Florida quota share reinsurance contract as well as new business, increased participations on existing business and higher original rates on subject business.  Excluding the large Florida quota share reinsurance contract, gross written premiums increased 10.8% and reinsurance premiums increased 6.8%, quarter over quarter.  The increase in insurance premiums was primarily due to the growth in California workers’ compensation, crop and non-standard auto business.  Gross written premiums increased by 24.8% to $2,441.0 million for the six months ended June 30, 2013, compared to $1,955.5 million for the six months ended June 30, 2012,

30

reflecting a $383.4 million, or 25.8%, increase in our reinsurance business and a $102.1 million increase in our insurance business. The increase in reinsurance premiums was mainly due to the impact of a Florida quota share reinsurance contract as well as new business, increased participations on existing business, and higher original rates on subject business.  Excluding the large Florida quota share reinsurance contract, gross written premiums increased 11.8% and reinsurance premiums increased 9.0%, compared to the prior year six-month period.  The increase in insurance premiums was primarily due to the growth in California workers’ compensation, crop and non-standard auto business.

Net written premiums increased 41.5% to $1,212.6 million for the three months ended June 30, 2013 compared to $856.7 million for the three months ended June 30, 2012, and increased 26.2% to $2,362.3 million for the six months ended June 30, 2013 compared to $1,871.5 million for the six months ended June 30, 2012, which is consistent with the increase in gross written premiums.  Premiums earned increased by 11.0% to $1,151.5 million for the three months ended June 30, 2013, compared to $1,037.8 million for the three months ended June 30, 2012, and increased by 10.0% to $2,240.3 million for the six months ended June 30, 2013, compared to $2,035.8 million for the six months ended June 30, 2012.  Unlike written premiums, premiums earned were not impacted by the Florida quota share reinsurance contract.  The change in premiums earned was comparable to net written premiums, excluding the impact of the Florida quota share reinsurance contract.

Net Investment Income.  Net investment income decreased by 0.4% to $148.7 million for the three months ended June 30, 2013 compared with net investment income of $149.3 million for the three months ended June 30, 2012.  Net investment income decreased by 2.4% to $294.5 million for the six months ended June 30, 2013 compared with net investment income of $301.8 million for the six months ended June 30, 2012.  Net pre-tax investment income, as a percentage of average invested assets, was 3.8% for the three and six months ended June 30, 2013 compared to 3.9% and 4.0% for the three and six months ended June 30, 2012, respectively.  The decline in income and yield was primarily the result of lower reinvestment rates for the fixed income portfolios, partially offset by an increase in our limited partnership income.

Net Realized Capital Gains (Losses).  Net realized capital gains were $33.9 million and net realized capital losses were $16.6 million for the three months ended June 30, 2013 and 2012, respectively.  The $33.9 million was comprised of $18.3 million of net realized capital gains from sales on our fixed maturity and equity securities and $15.6 million of gains from fair value re-measurements.  The net realized capital losses of $16.6 million for the three months ended June 30, 2012 were the result of $22.0 million of losses from fair value re-measurements and $0.5 million of other-than-temporary impairments, partially offset by $5.9 million of net realized capital gains from sales on our fixed maturity and equity securities.

Net realized capital gains were $160.6 million and $82.1 million for the six months ended June 30, 2013 and 2012, respectively.  The $160.6 million was comprised of $129.5 million of gains from fair value re-measurements and $31.4 million of net realized capital gains from sales on our fixed maturity and equity securities, which were partially offset by $0.2 million of other-than-temporary impairments.  The net realized capital gains of $82.1 million for the six months ended June 30, 2012 were the result of $50.4 million of gains from fair value re-measurements and $38.1 million of net realized capital gains from sales on our fixed maturity and equity securities, partially offset by $6.4 million of other-than-temporary impairments.

Net Derivative Gain (Loss).  In 2005 and prior, we sold seven equity index put option contracts, which remain outstanding.  These contracts meet the definition of a derivative in accordance with FASB guidance and as such, are fair valued each quarter with the change recorded as net derivative gain or loss in the consolidated statements of operations and comprehensive income (loss).  As a result of these adjustments in value, we recognized net derivative gains of $12.1 million and $27.4 million for the three and six months ended June 30, 2013, respectively, and net derivative losses of $16.3 million and $10.1 million for the three and six months ended June 30, 2012, respectively.  The change in the fair value of these equity index put option contracts is indicative of the change in the equity markets and interest rates over the same periods.

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Other Income (Expense).  We recorded other income of $8.3 million and $27.8 million for the three months ended June 30, 2013 and 2012, respectively.  We recorded other expense of $0.6 million and other income of $21.6 million for the six months ended June 30, 2013 and 2012, respectively.  The changes were primarily the result of fluctuations in foreign currency exchange rates for the corresponding periods.

Claims and Expenses.

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

	Three Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2013
Attritional (a)	$	622.6		54.1	%		$	(1.0	)		-0.1	%		$	621.6		54.0	%
Catastrophes		90.0		7.8	%			-			0.0	%			90.0		7.8	%
A&E		-		0.0	%			-			0.0	%			-		0.0	%
Total	$	712.6		61.9	%		$	(1.0	)		-0.1	%		$	711.6		61.8	%
2012
Attritional (a)	$	578.0		55.7	%		$	(0.1	)		0.0	%		$	577.9		55.7	%
Catastrophes		30.0		2.9	%			-			0.0	%			30.0		2.9	%
A&E		-		0.0	%			-			0.0	%			-		0.0	%
Total	$	608.0		58.6	%		$	(0.1	)		0.0	%		$	607.9		58.6	%
Variance 2013/2012
Attritional (a)	$	44.6		(1.6	)	pts	$	(0.9	)		(0.1	)	pts	$	43.7		(1.7	)	pts
Catastrophes		60.0		4.9		pts		-			-		pts		60.0		4.9		pts
A&E		-		-		pts		-			-		pts		-		-		pts
Total	$	104.6		3.3		pts	$	(0.9	)		(0.1	)	pts	$	103.7		3.2		pts

	Six Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred			Pt Change
2013
Attritional (a)	$	1,215.2		54.2	%		$	(1.0	)		0.0	%		$	1,214.2			54.2	%
Catastrophes		90.0		4.0	%			-			0.0	%			90.0			4.0	%
A&E		-		0.0	%			-			0.0	%			-			0.0	%
Total	$	1,305.2		58.2	%		$	(1.0	)		0.0	%		$	1,304.2			58.2	%
2012
Attritional (a)	$	1,150.6		56.6	%		$	(0.4	)		0.0	%		$	1,150.2			56.6	%
Catastrophes		60.0		2.9	%			-			0.0	%			60.0			2.9	%
A&E		-		0.0	%			0.1			0.0	%			0.1			0.0	%
Total	$	1,210.6		59.5	%		$	(0.3	)		0.0	%		$	1,210.3			59.5	%
Variance 2013/2012
Attritional (a)	$	64.6		(2.4	)	pts	$	(0.6	)		-		pts	$	64.0			(2.4	)	pts
Catastrophes		30.0		1.1		pts		-			-		pts		30.0			1.1		pts
A&E		-		-		pts		(0.1	)		-		pts		(0.1	)		-		pts
Total	$	94.6		(1.3	)	pts	$	(0.7	)		-		pts	$	93.9			(1.3	)	pts
(a) Attritional losses exclude catastrophe and Asbestos and Environmental ("A&E") losses.
(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by 17.1% to $711.6 million for the three months ended June 30, 2013 compared to $607.9 million for the three months ended June 30, 2012, representing 3.2 loss ratio points, primarily due to increases in current year catastrophe losses and current year attritional losses.  Current year catastrophe losses for the three months ended June 30, 2013 were $90.0 million, or 7.8 points, due to U.S. storms ($50.0 million), Canadian floods ($20.0 million) and European floods ($20.0 million).  The $30.0 million of current year catastrophe losses for the three months ended June 30, 2012 represented 2.9 points and related to U.S. tornadoes.  Current year attritional losses increased due to higher premiums earned.  Despite the increase in current year attritional losses, the current year attritional loss ratio decreased by 1.6

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points, due to a shift in the mix of business towards excess of loss business, which generally results in lower loss ratios.

Incurred losses and LAE increased by 7.8% to $1,304.2 million for the six months ended June 30, 2013 compared to $1,210.3 million for the six months ended June 30, 2012, primarily due to increases in current year catastrophe losses and current year attritional losses. Current year catastrophe losses for the six months ended June 30, 2013 were $90.0 million, or 4.0 points, due to U.S. storms ($50.0 million), Canadian floods ($20.0 million) and European floods ($20.0 million).  The $60.0 million of current year catastrophe losses for the six months ended June 30, 2012 represented 2.9 points and related primarily to U.S. storm losses.  Current year attritional losses increased due to higher premiums earned.  Despite the increase in current year attritional losses, the current year attritional loss ratio decreased by 2.4 points due to the shift in the mix of business towards excess of loss business, which generally results in lower loss ratios.

Commission, Brokerage, Taxes and Fees.  Commission, brokerage, taxes and fees decreased by 8.9% to $242.1 million for the three months ended June 30, 2013 compared to $265.8 million for the three months ended June 30 2012.  Commission, brokerage, taxes and fees decreased by 5.6% to $475.1 million for the six months ended June 30, 2013 compared to $503.3 million for the six months ended June 30 2012.  The decreases were due primarily to the one-time impact of the termination of the Florida quota share reinsurance contract in the second quarter of 2012 as well as an increase in excess of loss business in 2013 which carries a lower commission than pro rata business.

Other Underwriting Expenses.  Other underwriting expenses were $54.9 million and $49.7 million for the three months ended June 30, 2013 and 2012, respectively.  Other underwriting expenses were $107.8 million and $98.2 million for the six months ended June 30, 2013 and 2012, respectively.  The increases in other underwriting expenses were mainly due to higher compensation expenses.

Corporate Expenses.  Corporate expenses, which are general operating expenses that are not allocated to segments, were $6.2 million and $6.1 million for the three months ended June 30, 2013 and 2012, respectively, and $11.9 million and $10.7 million for the six months ended June 30, 2013 and 2012, respectively.  The increases in corporate expenses were mainly due to higher compensation expense.

Interest, Fees and Bond Issue Cost Amortization Expense.  Interest, fees and other bond amortization expense was $17.4 million and $13.2 million for the three months ended June 30, 2013 and 2012, respectively.  Interest, fees and other bond amortization expense was $30.8 million and $26.4 million for the six months ended June 30, 2013 and 2012, respectively.  The increases were primarily due to $7.3 million of amortization expense on remaining capitalized issuance costs, related to the redemption of $329.9 million of trust preferred securities in May 2013.

Income Tax Expense (Benefit).  We had income tax expenses of $46.8 million and $24.9 million for the three months ended June 30, 2013 and 2012, respectively, and an income tax expense of $132.3 million and $63.0 million for the six months ended June 30, 2013 and 2012, respectively.  Our income tax is primarily a function of the statutory tax rates and corresponding pre-tax income in the jurisdictions where we operate, coupled with the impact from tax-preferenced investment income.  Variations in our effective tax rate generally result from changes in the relative levels of pre-tax income among jurisdictions with different tax rates.  The increases in tax expense were mainly due to the increases in taxable income resulting from higher underwriting income and net realized capital gains in 2013.  The income tax expense for the three and six months ended June 30, 2012, also reflect tax benefits of $9.3 million and $21.7 million, respectively, realized due to corrections of understatements in the deferred tax asset account.

Net Income (Loss).

Our net income was $275.6 million and $214.6 million for the three months ended June 30, 2013 and 2012, respectively.  Our net income was $660.0 million and $519.3 million for the six months ended June 30, 2013 and 2012, respectively.  The increases were primarily driven by the financial component fluctuations explained above.

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Ratios.

Our combined ratio decreased by 1.4 points to 87.6% for the three months ended June 30, 2013 compared to 89.0% for the three months ended June 30, 2012 and decreased by 4.8 points to 84.2% for the six months ended June 30, 2013 compared to 89.0% for the six months ended June 30, 2012.  The loss ratio component increased 3.2 points for the three months ended June 30, 2013, over the same period last year primarily due to the $60.0 million increase in current year catastrophe losses, which added 4.9 points to the loss ratio.  The loss ratio decreased 1.3 points for the six months ended June 30, 2013, over the same period last year primarily due to a lower attritional loss ratio with the shift towards excess of loss business.  The commission and brokerage ratio components decreased 4.6 points and 3.5 points for the three and six months ended June 30, 2013, respectively, due to an increase in excess of loss business which carries a lower commission than pro rata business and the one-time impact of the termination of the Florida quota share reinsurance contract in the second quarter of 2012.  The other underwriting expense ratio components remained flat from the same periods last year.

Shareholders’ Equity.

Shareholders’ equity decreased by $110.7 million to $6,622.8 million at June 30, 2013 from $6,733.5 million at December 31, 2012, principally as a result of repurchases of 3.5 million common shares for $450.0 million, $325.3 million of unrealized depreciation on investments, net of tax, $47.5 million of shareholder dividends and $7.3 million of net foreign currency translation adjustments, partially offset by $660.0 million of net income, share-based compensation transactions of $56.7 million and $2.7 million of net benefit plan obligation adjustments.

Consolidated Investment Results

Net Investment Income.

Net investment income decreased by 0.4% to $148.7 million for the three months ended June 30, 2013 compared to $149.3 million for the three months ended June 30, 2012, and decreased by 2.4% to $294.5 million for the six months ended June 30, 2013 compared to $301.8 million for the six months ended June 30, 2012, primarily due to declines in income from our fixed maturities, reflective of declining reinvestment rates, and equities, due to the partial liquidation of some mutual funds.  These decreases were partially offset by an increase in income from our limited partnership investments.

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in millions)	2013			2012			2013			2012
Fixed maturities	$	120.3		$	120.6		$	241.0		$	244.9
Equity securities		12.8			16.2			22.5			33.5
Short-term investments and cash		0.2			0.3			0.5			0.5
Other invested assets
Limited partnerships		19.6			16.5			37.1			29.3
Other		1.9			(0.5	)		4.3			1.0
Gross investment income before adjustments		154.7			153.1			305.4			309.3
Funds held interest income (expense)		1.8			3.3			6.3			6.4
Future policy benefit reserve income (expense)		(0.6	)		(0.5	)		(1.2	)		(1.1	)
Gross investment income		156.0			155.9			310.5			314.5
Investment expenses		(7.2	)		(6.6	)		(16.0	)		(12.8	)
Net investment income	$	148.7		$	149.3		$	294.5		$	301.8
(Some amounts may not reconcile due to rounding.)

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

	At	At
	June 30,	December 31,
	2013	2012
Imbedded pre-tax yield of cash and invested assets	3.4%	3.5%
Imbedded after-tax yield of cash and invested assets	2.9%	3.0%

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2013	2012	2013	2012
Annualized pre-tax yield on average cash and invested assets	3.8%	3.9%	3.8%	4.0%
Annualized after-tax yield on average cash and invested assets	3.2%	3.4%	3.2%	3.4%

Net Realized Capital Gains (Losses).

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

	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions)	2013			2012			Variance			2013			2012			Variance
Gains (losses) from sales:
Fixed maturity securities, market value:
Gains	$	11.0		$	6.5		$	4.5		$	18.6		$	15.0		$	3.6
Losses		(11.3	)		(4.5	)		(6.8	)		(14.0	)		(8.9	)		(5.1	)
Total		(0.3	)		2.0			(2.3	)		4.6			6.1			(1.5	)
Fixed maturity securities, fair value:
Gains		0.3			0.1			0.2			0.4			5.5			(5.1	)
Losses		(0.1	)		(0.2	)		0.1			(0.3	)		(0.4	)		0.1
Total		0.2			(0.2	)		0.3			0.1			5.0			(4.9	)
Equity securities, market value:
Gains		2.8			6.7			(3.9	)		3.0			7.2			(4.2	)
Losses		(0.3	)		(0.3	)		-			(0.3	)		(0.3	)		-
Total		2.5			6.3			(3.8	)		2.7			6.8			(4.1	)
Equity securities, fair value:
Gains		20.7			1.0			19.7			29.6			28.0			1.6
Losses		(4.6	)		(3.3	)		(1.3	)		(5.5	)		(7.9	)		2.4
Total		16.1			(2.3	)		18.4			24.1			20.1			4.0
Total net realized capital gains (losses) from sales:
Gains		34.6			14.3			20.3			51.4			55.7			(4.3	)
Losses		(16.4	)		(8.4	)		(8.0	)		(20.1	)		(17.6	)		(2.5	)
Total		18.3			5.9			12.3			31.4			38.1			(6.8	)
Other-than-temporary impairments:		-			(0.5	)		0.5			(0.2	)		(6.4	)		6.2
Gains (losses) from fair value adjustments:
Fixed maturities, fair value		(1.7	)		(1.7	)		-			(1.6	)		1.3			(2.9	)
Equity securities, fair value		17.2			(20.3	)		37.5			131.0			49.1			81.9
Total		15.6			(22.0	)		37.5			129.5			50.4			79.0
Total net realized capital gains (losses)	$	33.9		$	(16.6	)	$	50.5		$	160.6		$	82.1		$	78.5
(Some amounts may not reconcile due to rounding.)

Net realized capital gains were $33.9 million for the three months ended June 30 2013 compared to net realized capital losses of $16.6 million for the three months ended June 30, 2012.  For the three months ended June 30, 2013, we recorded $18.3 million of net realized capital gains from sales of fixed maturity and equity securities and $15.6 million of net realized capital gains due to fair value re-measurements on

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fixed maturity and equity securities.  The fixed maturity and equity sales for the three months ended June 30, 2013 related primarily to adjusting the portfolios for overall market changes and individual credit shifts.  For the three months ended June 30, 2012, we recorded $22.0 million of net realized capital losses due to fair value re-measurements on fixed maturity and equity securities and $0.5 million of other-than-temporary impairments, partially offset by $5.9 million of net realized capital gains from sales of fixed maturity and equity securities.

Net realized capital gains were $160.6 million and $82.1 million for the six months ended June 30, 2013 and 2012, respectively.  For the six months ended June 30, 2013, we recorded $129.5 million of net realized capital gains due to fair value re-measurements on fixed maturity and equity securities and $31.4 million of net realized capital gains from sales of fixed maturity and equity securities, partially offset by $0.2 million of other-than-temporary impairments.  The fixed maturity and equity sales for the six months ended June 30, 2013 related primarily to adjusting the portfolios for overall market changes and individual credit shifts along with maintaining a balanced foreign currency exposure.  For the six months ended June 30, 2012, we recorded $50.4 million of net realized capital gains due to fair value re-measurements on fixed maturity and equity securities and $38.1 million of net realized capital gains from sales of fixed maturity and equity securities, partially offset by $6.4 million of other-than-temporary impairments.

Segment Results.

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

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

Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses.  We measure our underwriting results using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.  We utilize inter-affiliate reinsurance, although business is generally reported within the segment in which the business was first produced, consistent with how the business is managed.

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

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

U.S. Reinsurance.

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

	Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)	2013			2012			Variance			% Change			2013			2012			Variance			% Change
Gross written premiums	$	418.4		$	135.5		$	282.9			208.8	%	$	853.2		$	505.0		$	348.2			69.0	%
Net written premiums		418.0			135.3			282.7			208.9	%		852.7			503.6			349.1			69.3	%
Premiums earned	$	391.4		$	321.4		$	70.0			21.8	%	$	784.0		$	679.3		$	104.6			15.4	%
Incurred losses and LAE		237.6			196.2			41.4			21.1	%		435.7			418.2			17.6			4.2	%
Commission and brokerage		85.7			109.9			(24.2	)		-22.0	%		173.1			201.5			(28.4	)		-14.1	%
Other underwriting expenses		10.0			10.0			-			-0.3	%		20.5			20.8			(0.2	)		-1.2	%
Underwriting gain (loss)	$	58.1		$	5.3		$	52.8		NM			$	154.7		$	38.9		$	115.7		NM
										Point Chg												Point Chg
Loss ratio		60.7	%		61.0	%					(0.3	)		55.6	%		61.6	%					(6.0	)
Commission and brokerage ratio		21.9	%		34.2	%					(12.3	)		22.1	%		29.7	%					(7.6	)
Other underwriting expense ratio		2.6	%		3.2	%					(0.6	)		2.6	%		3.0	%					(0.4	)
Combined ratio		85.2	%		98.4	%					(13.2	)		80.3	%		94.3	%					(14.0	)
(NM, not meaningful.)
(Some amounts may not reconcile due to rounding.)

Premiums.Gross written premiums increased by 208.8% to $418.4 million for the three months ended June 30, 2013 from $135.5 million for the three months ended June 30, 2012, primarily due to the impact of a large Florida quota share reinsurance contract, new business opportunities, particularly for contracts with catastrophe exposed risks and higher subject premium on casualty quota share business as rates began to rise in these markets.  Excluding the impact of the Florida quota share reinsurance contract, gross written premiums increased 15.6%.  Net written premiums increased 208.9% to $418.0 million for the three months ended June 30, 2013 compared to $135.3 million for the three months ended June 30, 2012, which is in line with the increase in gross written premiums.  Premiums earned increased by 21.8% to $391.4 million for the three months ended June 30, 2013 compared to $321.4 million for the three months ended June 30, 2012.  Premiums earned were not impacted by the Florida quota share reinsurance contract that affected written premiums.  The change in premiums earned was relatively comparable to the increase in net written premiums, excluding the Florida quota share reinsurance contract.

Gross written premiums increased by 69.0% to $853.2 million for the six months ended June 30, 2013 from $505.0 million for the six months ended June 30, 2012, primarily due to the impact of a large Florida quota share reinsurance contract, new business opportunities, particularly for contracts with catastrophe exposed risks and higher subject premium on casualty quota share business as rates began to rise in these markets.  Excluding the impact of the Florida quota share reinsurance contract, gross written premiums increased 16.7%.  Net written premiums increased 69.3% to $852.7 million for the six months ended June 30, 2013 compared to $503.6 million for the six months ended June 30, 2012, which is in line with the increase in gross written premiums.  Premiums earned increased by 15.4% to $784.0 million for the six months ended June 30, 2013 compared to $679.3 million for the six months ended June 30, 2012.  Premiums earned were not impacted by the Florida quota share reinsurance contract that affected written premiums.  The change in premiums earned was relatively comparable to net written premiums, excluding the Florida quota share reinsurance contract.

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

	Three Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2013
Attritional	$	182.8		46.7	%		$	0.4			0.1	%		$	183.1		46.8	%
Catastrophes		55.0		14.0	%			(0.5	)		-0.1	%			54.5		13.9	%
A&E		-		0.0	%			-			0.0	%			-		0.0	%
Total segment	$	237.8		60.7	%		$	(0.2	)		0.0	%		$	237.6		60.7	%
2012
Attritional	$	165.9		51.6	%		$	4.2			1.3	%		$	170.1		52.9	%
Catastrophes		30.0		9.3	%			(3.9	)		-1.2	%			26.1		8.1	%
A&E		-		0.0	%			-			0.0	%			-		0.0	%
Total segment	$	195.9		60.9	%		$	0.3			0.1	%		$	196.2		61.0	%
Variance 2013/2012
Attritional	$	16.9		(4.9	)	pts	$	(3.8	)		(1.2	)	pts	$	13.0		(6.1	)	pts
Catastrophes		25.0		4.7		pts		3.4			1.1		pts		28.4		5.8		pts
A&E		-		-		pts		-			-		pts		-		-		pts
Total segment	$	41.9		(0.2	)	pts	$	(0.5	)		(0.1	)	pts	$	41.4		(0.3	)	pts

	Six Months Ended June 30,
	Current			Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year			Pt Change				Years			Pt Change				Incurred			Pt Change
2013
Attritional	$	368.9			47.0	%		$	(1.2	)		-0.1	%		$	367.7			46.9	%
Catastrophes		55.0			7.0	%			13.0			1.7	%			68.0			8.7	%
A&E		-			0.0	%			-			0.0	%			-			0.0	%
Total segment	$	423.9			54.0	%		$	11.8			1.6	%		$	435.7			55.6	%
2012
Attritional	$	360.5			53.2	%		$	6.3			0.9	%		$	366.8			54.1	%
Catastrophes		60.0			8.8	%			(8.8	)		-1.3	%			51.2			7.5	%
A&E		-			0.0	%			0.1			0.0	%			0.1			0.0	%
Total segment	$	420.5			62.0	%		$	(2.4	)		-0.4	%		$	418.2			61.6	%
Variance 2013/2012
Attritional	$	8.4			(6.2	)	pts	$	(7.5	)		(1.0	)	pts	$	0.9			(7.2	)	pts
Catastrophes		(5.0	)		(1.8	)	pts		21.8			3.0		pts		16.8			1.2		pts
A&E		-			-		pts		(0.1	)		-		pts		(0.1	)		-		pts
Total segment	$	3.4			(8.0	)	pts	$	14.2			2.0		pts	$	17.6			(6.0	)	pts
(Some amounts may not reconcile due to rounding.)

Incurred losses increased by 21.1% to $237.6 million for the three months ended June 30, 2013 compared to $196.2 for the three months ended June 30, 2012.  Current year catastrophe losses for the three months ended June 30, 2013 were $55.0 million due to U.S. Storms ($50.0 million) and the European floods ($5.0 million), compared to $30.0 million of current year catastrophe losses for the three months ended June 30, 2012, which related to U.S. tornadoes.  Current year attritional losses increased by $16.9 million primarily due to the increase in premiums earned.  Despite the increase in current year attritional losses, the current year attritional loss ratio decreased 4.9 points due to the continued shift in business to excess of loss contracts which generally have lower attritional losses than pro rata contracts.

Incurred losses increased by 4.2% to $435.7 million for the six months ended June 30, 2013 compared to $418.2 for the six months ended June 30, 2012.  Current year catastrophe losses for the six months ended June 30, 2013, were $55.0 million due to U.S. Storms ($50.0 million) and the European floods ($5.0 million), compared to $60.0 million of current year catastrophe losses for the six months ended June 30, 2012, which related to U.S. tornadoes.  Current year attritional losses increased by $8.4 million primarily due to the increase in premiums earned.  Despite the increase in current year attritional losses, the current year

38

attritional loss ratio decreased 6.2 points due to the continued shift in business to excess of loss contracts which generally have lower attritional losses than pro rata contracts.

Segment Expenses.  Commission and brokerage expenses decreased by 22.0% to $85.7 million for the three months ended June 30, 2013 compared to $109.9 million for the three months ended June 30, 2012.  Commission and brokerage expenses decreased by 14.1% to $173.1 million for the six months ended June 30, 2013 compared to $201.5 million for the six months ended June 30, 2012.  These variances were primarily due to the impact of the termination of the large Florida quota share reinsurance contract in second quarter 2012 as well as the shift in mix of business to contracts with lower commission rates.

Segment other underwriting expenses remained flat at $10.0 million for the three months ended June 30, 2013 and 2012.  Segment other underwriting expenses decreased slightly to $20.5 million for the six months ended June 30, 2013 from $20.8 million for the six months ended June 30, 2012.

International.

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

	Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)	2013			2012			Variance			% Change			2013			2012			Variance			% Change
Gross written premiums	$	348.1		$	344.2		$	3.9			1.1	%	$	645.7		$	621.5		$	24.1			3.9	%
Net written premiums		348.1			344.2			3.8			1.1	%		642.1			621.5			20.5			3.3	%
Premiums earned	$	326.1		$	334.4		$	(8.3	)		-2.5	%	$	638.0		$	630.5		$	7.5			1.2	%
Incurred losses and LAE		184.3			160.2			24.1			15.0	%		345.5			308.4			37.1			12.0	%
Commission and brokerage		77.1			81.8			(4.7	)		-5.8	%		148.5			153.0			(4.5	)		-2.9	%
Other underwriting expenses		7.7			6.5			1.1			17.2	%		15.6			13.3			2.3			17.4	%
Underwriting gain (loss)	$	57.0		$	85.8		$	(28.8	)		-33.6	%	$	128.4		$	155.9		$	(27.4	)		-17.6	%
										Point Chg												Point Chg
Loss ratio		56.5	%		47.9	%					8.6			54.2	%		48.9	%					5.3
Commission and brokerage ratio		23.6	%		24.5	%					(0.9	)		23.3	%		24.3	%					(1.0	)
Other underwriting expense ratio		2.4	%		1.9	%					0.5			2.4	%		2.1	%					0.3
Combined ratio		82.5	%		74.3	%					8.2			79.9	%		75.3	%					4.6
(Some amounts may not reconcile due to rounding.)

Premiums.Gross written premiums increased by 1.1% to $348.1 million for the three months ended June 30, 2013 compared to $344.2 million for the three months ended June 30, 2012, primarily due to growth in Latin America business.  Net written premiums increased by 1.1% to $348.1 million for the three months ended June 30, 2013 compared to $344.2 million for the three months ended June 30, 2012, which is in line with the increase in gross written premiums.  Premiums earned decreased 2.5% to $326.1 million for the three months ended June 30, 2013 compared to $334.4 million for the three months ended June 30, 2012.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased by 3.9% to $645.7 million for the six months ended June 30, 2013 compared to $621.5 million for the six months ended June 30, 2012, primarily due to growth in Latin America business.  Net written premiums increased by 3.3% to $642.1 million for the six months ended June 30, 2013 compared to $621.5 million for the six months ended June 30, 2012, principally as a result of the increase in gross written premiums.  Premiums earned increased 1.2% to $638.0 million for the six months ended June 30, 2013 compared to $630.5 million for the six months ended June 30, 2012.  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.

39

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

	Three Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2013
Attritional	$	162.3		49.8	%		$	(0.6	)		-0.2	%		$	161.7		49.6	%
Catastrophes		20.0		6.1	%			2.6			0.8	%			22.6		6.9	%
Total segment	$	182.3		55.9	%		$	2.0			0.6	%		$	184.3		56.5	%
2012
Attritional	$	159.5		47.7	%		$	(0.5	)		-0.2	%		$	158.9		47.5	%
Catastrophes		-		0.0	%			1.3			0.4	%			1.3		0.4	%
Total segment	$	159.5		47.7	%		$	0.8			0.2	%		$	160.2		47.9	%
Variance 2013/2012
Attritional	$	2.8		2.1		pts	$	(0.1	)		-		pts	$	2.8		2.1		pts
Catastrophes		20.0		6.1		pts		1.3			0.4		pts		21.3		6.5		pts
Total segment	$	22.8		8.2		pts	$	1.2			0.4		pts	$	24.1		8.6		pts

	Six Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2013
Attritional	$	326.8		51.3	%		$	(1.9	)		-0.3	%		$	324.9		51.0	%
Catastrophes		20.0		3.1	%			0.6			0.1	%			20.6		3.2	%
Total segment	$	346.8		54.4	%		$	(1.3	)		-0.2	%		$	345.5		54.2	%
2012
Attritional	$	308.1		48.8	%		$	(3.3	)		-0.5	%		$	304.8		48.3	%
Catastrophes		-		0.0	%			3.6			0.6	%			3.6		0.6	%
Total segment	$	308.1		48.8	%		$	0.3			0.1	%		$	308.4		48.9	%
Variance 2013/2012
Attritional	$	18.7		2.5		pts	$	1.4			0.2		pts	$	20.1		2.7		pts
Catastrophes		20.0		3.1		pts		(3.0	)		(0.5	)	pts		17.0		2.6		pts
Total segment	$	38.7		5.6		pts	$	(1.6	)		(0.3	)	pts	$	37.1		5.3		pts
(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by 15.0% to $184.3 million for the three months ended June 30, 2013 compared to $160.2 million for the three months ended June 30, 2012, representing 8.6 loss ratio points.  Current year catastrophe losses were $20.0 million for the three months ended June 30, 2013, due to the Canadian floods ($20.0 million).  There were no current year catastrophe losses for the three months ended June 30, 2012.  Current years’ attritional losses increased by $2.8 million primarily due to fluctuations in foreign exchange rates.

Incurred losses and LAE increased by 12.0% to $345.5 million for the six months ended June 30, 2013 compared to $308.4 million for the six months ended June 30, 2012, representing 5.3 loss ratio points. Current year catastrophe losses were $20.0 million for the six months ended June 30, 2013, due to the Canadian floods ($20.0 million).  There were no current year catastrophe losses for the six months ended June 30, 2012.  Current years’ attritional losses increased by $18.7 million primarily due to the impact of foreign currency fluctuations.

Segment Expenses.Commission and brokerage decreased to $77.1 million for the three months ended June 30, 2013 compared to $81.8 million for the three months ended June 30, 2012.  Commission and brokerage decreased to $148.5 million for the six months ended June 30, 2013 compared to $153.0 million for the six months ended June 30, 2012.  These decreases were primarily due to a shift in the business mix towards excess of loss, which generally has a lower commission expense.

40

Segment other underwriting expenses increased to $7.7 million for the three months ended June 30, 2013 compared to $6.5 million for the same period in 2012.  Segment other underwriting expenses increased to $15.6 million for the six months ended June 30, 2013 compared to $13.3 million for the same period in 2012.  These increases relate to higher compensation expenses.

Bermuda.

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

	Three Months Ended June 30,												Six Months Ended June 30,
(Dollars in millions)	2013			2012			Variance			% Change			2013			2012			Variance			% Change
Gross written premiums	$	177.3		$	174.1		$	3.3			1.9	%	$	373.1		$	362.0		$	11.1			3.1	%
Net written premiums		169.7			174.1			(4.4	)		-2.5	%		365.5			361.3			4.2			1.2	%
Premiums earned	$	184.8		$	169.8		$	15.0			8.8	%	$	370.2		$	333.7		$	36.4			10.9	%
Incurred losses and LAE		111.6			101.7			9.9			9.8	%		203.6			206.9			(3.3	)		-1.6	%
Commission and brokerage		45.1			45.3			(0.3	)		-0.6	%		88.7			88.6			0.1			0.1	%
Other underwriting expenses		8.8			6.9			1.9			27.6	%		16.5			14.4			2.2			15.0	%
Underwriting gain (loss)	$	19.4		$	15.9		$	3.4			21.4	%	$	61.3		$	23.9		$	37.4			156.8	%
										Point Chg												Point Chg
Loss ratio		60.4	%		59.9	%					0.5			55.0	%		62.0	%					(7.0	)
Commission and brokerage ratio		24.4	%		26.7	%					(2.3	)		24.0	%		26.6	%					(2.6	)
Other underwriting expense ratio		4.7	%		4.0	%					0.7			4.4	%		4.2	%					0.2
Combined ratio		89.5	%		90.6	%					(1.1	)		83.4	%		92.8	%					(9.4	)
(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased 1.9% to $177.3 million for the three months ended June 30, 2013 compared to $174.1 million for the three months ended June 30, 2012, primarily due to continued growth of new business and increased premium on existing business written in our Bermuda and Ireland offices.  Net written premiums decreased 2.5% to $169.7 million for the three months ended June 30, 2013 compared to $174.1 million for the three months ended June 30, 2012.  The decline in net written premiums in comparison to the increase in gross written premiums is due to the purchase of reinsurance in 2013 compared to no such purchases in 2012.  Premiums earned increased 8.8% to $184.8 million for the three months ended June 30, 2013 compared to $169.8 million for the three months ended June 30, 2012.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased 3.1% to $373.1 million for the six months ended June 30, 2013 compared to $362.0 million for the six months ended June 30, 2012, primarily due to continued growth of new business and increased premium on existing business written in our Bermuda and Ireland offices.  Net written premiums increased 1.2% to $365.5 million for the six months ended June 30, 2013 compared to $361.3 million for the six months ended June 30, 2012, less than the increase in gross written premiums due to the purchase of reinsurance in 2013.  Premiums earned increased 10.9% to $370.2 million for the six months ended June 30, 2013 compared to $333.7 million for the six months ended June 30, 2012.  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.

41

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

	Three Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred			Pt Change
2013
Attritional	$	103.7		56.1	%		$	(5.0	)		-2.7	%		$	98.7			53.4	%
Catastrophes		15.0		8.1	%			(2.1	)		-1.1	%			12.9			7.0	%
A&E		-		0.0	%			-			0.0	%			-			0.0	%
Total segment	$	118.7		64.2	%		$	(7.1	)		-3.8	%		$	111.6			60.4	%
2012
Attritional	$	102.3		60.3	%		$	(3.2	)		-1.9	%		$	99.1			58.4	%
Catastrophes		-		0.0	%			2.6			1.5	%			2.6			1.5	%
A&E		-		0.0	%			-			0.0	%			-			0.0	%
Total segment	$	102.3		60.3	%		$	(0.6	)		-0.4	%		$	101.7			59.9	%
Variance 2013/2012
Attritional	$	1.4		(4.2	)	pts	$	(1.8	)		(0.8	)	pts	$	(0.4	)		(5.0	)	pts
Catastrophes		15.0		8.1		pts		(4.7	)		(2.6	)	pts		10.3			5.5		pts
A&E		-		-		pts		-			-		pts		-			-		pts
Total segment	$	16.4		3.9		pts	$	(6.5	)		(3.4	)	pts	$	9.9			0.5		pts

	Six Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total			Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred			Pt Change
2013
Attritional	$	207.3		56.0	%		$	(5.0	)		-1.4	%		$	202.3			54.6	%
Catastrophes		15.0		4.1	%			(13.7	)		-3.7	%			1.3			0.4	%
Total segment	$	222.3		60.1	%		$	(18.7	)		-5.1	%		$	203.6			55.0	%
2012
Attritional	$	204.5		61.3	%		$	(2.8	)		-0.8	%		$	201.8			60.5	%
Catastrophes		-		0.0	%			5.1			1.5	%			5.1			1.5	%
Total segment	$	204.5		61.3	%		$	2.4			0.7	%		$	206.9			62.0	%
Variance 2013/2012
Attritional	$	2.8		(5.3	)	pts	$	(2.2	)		(0.6	)	pts	$	0.5			(5.9	)	pts
Catastrophes		15.0		4.1		pts		(18.8	)		(5.2	)	pts		(3.8	)		(1.1	)	pts
Total segment	$	17.8		(1.2	)	pts	$	(21.1	)		(5.8	)	pts	$	(3.3	)		(7.0	)	pts
(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by 9.8% to $111.6 million for the three months ended June 30, 2013 compared to $101.7 million for the three months ended June 30, 2012.  Current year catastrophe losses were $15.0 million for the three months ended June 30, 2013, due to the European floods ($15.0 million).  There were no current year catastrophe losses for the three months ended June 30, 2012.  The current year attritional losses increased by $1.4 million, but the current year attritional loss ratio declined by 4.2 points. This is primarily due to a shift in the mix of business to excess of loss contracts.

Incurred losses and LAE decreased by 1.6% to $203.6 million for the six months ended June 30, 2013 compared to $206.9 million for the six months ended June 30, 2012.  Current year catastrophe losses were $15.0 million for the six months ended June 30, 2013, due to the European floods ($15.0 million), but there was $13.7 million of favorable development on prior year catastrophes for the six months ended June 30, 2013, mainly related to the 2011 Japan earthquake.  There were no current year catastrophe losses for the six months ended June 30, 2012.  The current year attritional losses increased by $2.8 million, but the current year attritional loss ratio declined by 5.3 points. This is primarily due to a shift in the mix of business to excess of loss contracts.

42

Segment Expenses. Commission and brokerage decreased slightly to $45.1 million for the three months ended June 30, 2013 compared to $45.3 million for the three months ended June 30, 2012.  Commission and brokerage increased slightly to $88.7 million for the six months ended June 30, 2013 compared to $88.6 million for the six months ended June 30, 2012.  The impact from higher premiums earned was mitigated by a change in the mix of business to contracts with lower commission rates.

Segment other underwriting expenses increased to $8.8 million for the three months ended June 30, 2013 compared to $6.9 million for the same period in 2012.  Segment other underwriting expenses increased to $16.5 million for the six months ended June 30, 2013 compared to $14.4 million for the same period in 2012.  These increases are primarily attributable to higher premiums earned in 2013.

Insurance.

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

	Three Months Ended June 30,											Six Months Ended June 30,
(Dollars in millions)	2013			2012			Variance		% Change			2013			2012			Variance		% Change
Gross written premiums	$	316.4		$	255.3		$	61.1		23.9	%	$	569.1		$	467.0		$	102.1		21.9	%
Net written premiums		276.8			203.1			73.8		36.3	%		502.1			385.1			116.9		30.4	%
Premiums earned	$	249.3		$	212.2		$	37.1		17.5	%	$	448.1		$	392.2		$	55.9		14.3	%
Incurred losses and LAE		178.1			149.7			28.3		18.9	%		319.3			276.9			42.5		15.3	%
Commission and brokerage		34.2			28.8			5.5		19.0	%		64.8			60.2			4.6		7.6	%
Other underwriting expenses		28.5			26.2			2.2		8.5	%		55.2			49.7			5.5		11.0	%
Underwriting gain (loss)	$	8.5		$	7.4		$	1.1		15.1	%	$	8.7		$	5.3		$	3.4		64.0	%
									Point Chg											Point Chg
Loss ratio		71.4	%		70.6	%				0.8			71.3	%		70.6	%				0.7
Commission and brokerage ratio		13.7	%		13.6	%				0.1			14.5	%		15.4	%				(0.9	)
Other underwriting expense ratio		11.5	%		12.3	%				(0.8	)		12.2	%		12.6	%				(0.4	)
Combined ratio		96.6	%		96.5	%				0.1			98.0	%		98.6	%				(0.6	)
(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased by 23.9% to $316.4 million for the three months ended June 30, 2013 compared to $255.3 million for the three months ended June 30, 2012.  This increase was primarily driven by California workers’ compensation, crop and non-standard auto business.  Net written premiums increased 36.3% to $276.8 million for the three months ended June 30, 2013 compared to $203.1 million for the three months ended June 30, 2012.  The larger increase in net written premiums compared to gross written premiums is mainly due to a lesser use of reinsurance, particularly on the crop business.  Premiums earned increased 17.5% to $249.3 million for the three months ended June 30, 2013 compared to $212.2 million for the three months ended June 30, 2012.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased by 21.9% to $569.1 million for the six months ended June 30, 2013 compared to $467.0 million for the six months ended June 30, 2012.  This increase was primarily driven by California workers’ compensation, crop and non-standard auto business.  Net written premiums increased 30.4% to $502.1 million for the six months ended June 30, 2013 compared to $385.1 million for the six months ended June 30, 2012.  The larger increase in net written premiums compared to gross written premiums is mainly due to a lesser use of reinsurance, particularly on the crop business.  Premiums earned increased 14.3% to $448.1 million for the six months ended June 30, 2013 compared to $392.2 million for the six months ended June 30, 2012.  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.

43

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

	Three Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2013
Attritional	$	173.8		69.7	%		$	4.3			1.7	%		$	178.1		71.4	%
Catastrophes		-		0.0	%			-			0.0	%			-		0.0	%
Total segment	$	173.8		69.7	%		$	4.3			1.7	%		$	178.1		71.4	%
2012
Attritional	$	150.3		70.9	%		$	(0.6	)		-0.3	%		$	149.7		70.6	%
Catastrophes		-		0.0	%			-			0.0	%			-		0.0	%
Total segment	$	150.3		70.9	%		$	(0.6	)		-0.3	%		$	149.7		70.6	%
Variance 2013/2012
Attritional	$	23.5		(1.2	)	pts	$	4.9			2.0		pts	$	28.3		0.8		pts
Catastrophes		-		-		pts		-			-		pts		-		-		pts
Total segment	$	23.5		(1.2	)	pts	$	4.9			2.0		pts	$	28.3		0.8		pts

	Six Months Ended June 30,
	Current		Ratio %/				Prior			Ratio %/				Total		Ratio %/
(Dollars in millions)	Year		Pt Change				Years			Pt Change				Incurred		Pt Change
2013
Attritional	$	312.3		69.7	%		$	7.1			1.6	%		$	319.3		71.3	%
Catastrophes		-		0.0	%			-			0.0	%			-		0.0	%
Total segment	$	312.3		69.7	%		$	7.1			1.6	%		$	319.3		71.3	%
2012
Attritional	$	277.4		70.7	%		$	(0.6	)		-0.1	%		$	276.9		70.6	%
Catastrophes		-		0.0	%			-			0.0	%			-		0.0	%
Total segment	$	277.4		70.7	%		$	(0.6	)		-0.1	%		$	276.9		70.6	%
Variance 2013/2012
Attritional	$	34.9		(1.0	)	pts	$	7.7			1.7		pts	$	42.5		0.7		pts
Catastrophes		-		-		pts		-			-		pts		-		-		pts
Total segment	$	34.9		(1.0	)	pts	$	7.7			1.7		pts	$	42.5		0.7		pts
(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE increased by 18.9% to $178.1 million for the three months ended June 30, 2013 compared to $149.7 million for the three months ended June 30, 2012.  There were no current year catastrophe losses for the three months ended June 30, 2013 and 2012.  The variance resulted from a $23.5 million increase in current year attritional losses due to higher premiums earned, while the current year attritional loss ratio declined 1.2 points.  The prior year loss development variance of $4.9 million, or 2.0 points, is primarily due to losses on the crop business from 2012’s severe weather conditions.

Incurred losses and LAE increased by 15.3% to $319.3 million for the six months ended June 30, 2013 compared to $276.9 million for the six months ended June 30, 2012.  There were no current year catastrophe losses for the six months ended June 30, 2013 and 2012.  The variance resulted from a $34.9 million increase in current year attritional losses due to higher premiums earned.  The current year attritional loss ratio was down 1.0 point.  The prior year loss development variance of $7.7 million, or 1.7 points, is primarily due to losses on the crop business from 2012’s severe weather conditions.

Segment Expenses Commission and brokerage increased by 19.0% to $34.2 million for the three months ended June 30, 2013 compared to $28.8 million for the three months ended June 30, 2012.  Commission and brokerage increased by 7.6% to $64.8 million for the six months ended June 30, 2013 compared to $60.2 million for the six months ended June 30, 2012.  These increases were primarily driven by the growth in premiums earned.

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Segment other underwriting expenses increased to $28.5 million for the three months ended June 30, 2013 compared to $26.2 million for the same period in 2012.  Segment other underwriting expenses increased to $55.2 million for the six months ended June 30, 2013 compared to $49.7 million for the same period in 2012.  These increases were primarily the result of increased premiums earned and compensation costs.

FINANCIAL CONDITION

Cash and Invested Assets.  Aggregate invested assets, including cash and short-term investments, were $16,027.9 million at June 30, 2013, a decrease of $548.3 million compared to $16,576.2 million at December 31, 2012.  This decrease was primarily the result of $450.0 million paid for share repurchases, $375.1 million of unrealized depreciation, $329.9 million paid to redeem junior subordinated debt securities, $47.5 million paid out in dividends to shareholders and $45.4 million due to fluctuations in foreign currencies, partially offset by $395.8 million of cash flows from operations, $129.5 million in fair value re-measurements, $56.7 million from common share issuance under share based compensation plans, $55.7 million of unsettled securities, $40.0 million of revolving credit borrowing and $36.4 million in equity adjustments of our limited partnership investments.

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

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

Our global portfolio included $1,849.9 million of foreign government securities at June 30, 2013, of which $816.9 million were European sovereign securities.  Approximately 52.1%, 20.2%, 6.5% and 5.3% of European sovereign securities represented securities held in the governments of the United Kingdom, France, Austria and the Netherlands, respectively.  No other countries represented more than 5% of the European sovereign securities.  We held no sovereign securities of Portugal, Italy, Ireland, Greece or Spain at June 30, 2013.

Over the past several years, we have expanded the allocation of our investments funded by shareholders’ equity to include:  1) a greater percentage of publicly traded equity securities, 2) emerging market fixed maturities through mutual fund structures, as well as individual holdings, 3) high yield fixed maturities, 4) bank loan securities and 5) private equity limited partnership investments.  The objective of this portfolio diversification is to enhance the risk-adjusted total return of the investment portfolio by allocating a prudent portion of the portfolio to higher return asset classes, which are also less subject to changes in value with movements in interest rates.  We limit our allocation to these asset classes because of 1) the potential for volatility in their values and 2) the impact of these investments on regulatory and rating agency capital adequacy models.  We use investment managers experienced in these markets and adjust our allocation to these investments based upon market conditions.  At June 30, 2013, the market value of investments in these investment market sectors, carried at both market and fair value, approximated 62.5% of shareholders’ equity.

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

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The tables below summarize the composition and characteristics of our investment portfolio as of the dates indicated.

(Dollars in millions)	At June 30, 2013				At December 31, 2012
Fixed maturities, market value	$	12,880.0	80.4	%	$	13,141.7	79.3	%
Fixed maturities, fair value		18.1	0.1	%		41.5	0.2	%
Equity securities, market value		140.2	0.9	%		143.5	0.9	%
Equity securities, fair value		1,295.8	8.1	%		1,255.6	7.6	%
Short-term investments		728.0	4.5	%		860.4	5.2	%
Other invested assets		526.7	3.3	%		596.6	3.6	%
Cash		439.1	2.7	%		537.1	3.2	%
Total investments and cash	$	16,027.9	100.0	%	$	16,576.2	100.0	%
(Some amounts may not reconcile due to rounding.)

	At	At
	June 30, 2013	December 31, 2012
Fixed income portfolio duration (years)	3.2	3.0
Fixed income composite credit quality	Aa3	Aa3
Imbedded end of period yield, pre-tax	3.4%	3.5%
Imbedded end of period yield, after-tax	2.9%	3.0%

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

	Six Months Ended	Twelve Months Ended
	June 30, 2013	December 31, 2012
Fixed income portfolio total return	-0.8%	4.8%
Barclay's Capital - U.S. aggregate index	-2.4%	4.2%
Common equity portfolio total return	10.7%	13.8%
S&P 500 index	13.8%	16.0%
Other invested asset portfolio total return	12.2%	16.0%

The pre-tax equivalent total return for the bond portfolio was approximately (0.8)% and 5.0%, respectively, at June 30, 2013 and December 31, 2012.  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.

Reinsurance Receivables.

Reinsurance receivables for both paid and recoverable on unpaid losses totaled $711.7 million at June 30, 2013 and $659.1 million at December 31, 2012.  At June 30, 2013, $170.3 million, or 23.9%, was receivable from C.V. Starr (Bermuda); $157.2 million, or 22.1%, was receivable from Federal Crop Insurance Company; $59.5 million, or 8.4%, was receivable from XL Reinsurance America; $55.1 million, or 7.7%, was receivable from Berkley Insurance Company; and $43.2 million, or 6.1%, was receivable from Transatlantic Reinsurance Company.  The receivable from C.V. Starr is fully collateralized by a trust agreement.  No other retrocessionaire accounted for more than 5% of our receivables.

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Loss and LAE Reserves.  Gross loss and LAE reserves totaled $9,843.5 million at June 30, 2013 and $10,069.1 million at December 31, 2012.

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

	At June 30, 2013
	Case		IBNR		Total		% of
(Dollars in millions)	Reserves		Reserves		Reserves		Total
U.S. Reinsurance	$	1,602.9	$	1,936.1	$	3,539.0		36.0	%
International		999.0		781.3		1,780.3		18.1	%
Bermuda		855.6		1,153.9		2,009.5		20.4	%
Insurance		1,000.1		1,093.8		2,093.9		21.3	%
Total excluding A&E		4,457.6		4,965.1		9,422.7		95.7	%
A&E		254.4		166.4		420.8		4.3	%
Total including A&E	$	4,712.0	$	5,131.5	$	9,843.5		100.0	%
(Some amounts may not reconcile due to rounding.)

	At December 31, 2012
	Case		IBNR		Total		% of
(Dollars in millions)	Reserves		Reserves		Reserves		Total
U.S. Reinsurance	$	1,538.6	$	2,082.6	$	3,621.2		36.0	%
International		1,121.5		695.3		1,816.8		18.0	%
Bermuda		826.1		1,135.9		1,962.0		19.5	%
Insurance		1,098.1		1,128.1		2,226.2		22.1	%
Total excluding A&E		4,584.3		5,041.9		9,626.2		95.6	%
A&E		265.8		177.1		442.9		4.4	%
Total including A&E	$	4,850.1	$	5,219.0	$	10,069.1		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 our best estimate of our ultimate liability for unpaid claims.  We continuously re-evaluate our reserves, including re-estimates of prior period reserves, taking into consideration all available information and, in particular, newly reported loss and claim experience.  Changes in reserves resulting from such re-evaluations are reflected in incurred losses in the period when the re-evaluation is made.  Our analytical methods and processes operate at multiple levels including individual contracts, groupings of like contracts, classes and lines of business, internal business units, segments, legal entities, and in the aggregate.  In order to set appropriate reserves, we make qualitative and quantitative analyses and judgments at these various levels.  Additionally, the attribution of reserves, changes in reserves and incurred losses among accident years requires qualitative and quantitative adjustments and allocations at these various levels.  We utilize actuarial science, business expertise and management judgment in a manner intended to ensure the accuracy and consistency of our reserving practices.  Nevertheless, our reserves are estimates, which are subject to variation, which may be significant.

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

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in millions)	2013			2012			2013			2012
Gross Basis:
Beginning of period reserves	$	432.8		$	486.5		$	442.8		$	499.9
Incurred losses		-			-			-			0.1
Paid losses		(12.0	)		(17.7	)		(22.0	)		(31.2	)
End of period reserves	$	420.8		$	468.8		$	420.8		$	468.8
Net Basis:
Beginning of period reserves	$	416.1		$	467.6		$	425.7		$	480.2
Incurred losses		-			-			-			0.1
Paid losses		(11.6	)		(16.8	)		(21.2	)		(29.5	)
End of period reserves	$	404.5		$	450.8		$	404.5		$	450.8
(Some amounts may not reconcile due to rounding.)

At June 30, 2013, the gross reserves for A&E losses were comprised of $125.9 million representing case reserves reported by ceding companies, $93.6 million representing additional case reserves established by us on assumed reinsurance claims, $34.9 million representing case reserves established by us on direct excess insurance claims, including Mt. McKinley, and $166.4 million representing IBNR reserves.

With respect to asbestos only, at June 30, 2013, we had gross asbestos loss reserves of $403.5 million, or 95.9%, of total A&E reserves, of which $322.6 million was for assumed business and $80.9 million was for direct business.

Industry analysts use the “survival ratio” to compare the A&E reserves among companies with such liabilities.  The survival ratio is typically calculated by dividing a company’s current net reserves by the three year average of annual paid losses.  Hence, the survival ratio equals the number of years that it would take to exhaust the current reserves if future loss payments were to continue at historical levels.  Using this measurement, our net three year asbestos survival ratio was 6.9 years at June 30, 2013.  These metrics can be skewed by individual large settlements occurring in the prior three years and therefore, may not be indicative of the timing of future payments.

Because the survival ratio was developed as a comparative measure of reserve strength and does not indicate absolute reserve adequacy, we consider, but do not rely on, the survival ratio when evaluating our reserves.  In particular, we note that year to year loss payment variability can be material.  This is due, in part, to our orientation to negotiated settlements, particularly on our Mt. McKinley exposures, which significantly reduces the credibility and utility of this measure as an analytical tool.  In the first six months of 2013, we made seven net claim payments to Mt McKinley high profile claimants where the claim was either closed or a settlement had been reached.  Such payments, which are non-repetitive, distort downward our three year survival ratio.  Adjusting for such settlements, recognizing that total settlements are generally considered fully reserved to an agreed settlement, we consider that our adjusted asbestos survival ratio for net unsettled claims is 7.8 years, which is better than prevailing industry norms.

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Shareholders’ Equity.  Our shareholders’ equity decreased to $6,622.8 million as of June 30, 2013 from $6,733.5 million as of December 31, 2012.  This decrease was the result of repurchases of 3.5 million common shares for $450.0 million, $325.3 million of unrealized depreciation on investments, net of tax, $47.5 million of shareholder dividends and $7.3 million of net foreign currency translation adjustments, partially offset by $660.0 million of net income, share-based compensation transactions of $56.7 million and $2.7 million of net benefit plan obligation adjustments.

LIQUIDITY AND CAPITAL RESOURCES

Capital.  Our business operations are in part dependent on our financial strength and financial strength ratings, and the market’s perception of our financial strength, as measured by shareholders’ equity, which was $6,622.8 million at June 30, 2013 and $6,733.5 million at December 31, 2012.  On March 13, 2009, Everest Re and Everest National, wholly-owned indirect subsidiaries of the Company, received notification of a one level ratings downgrade by Standard & Poor’s.  On April 7, 2010, Standard & Poor’s upgraded the Company’s debt ratings one level.  On March 25, 2013, Moody’s downgraded the Company and its subsidiaries, including the senior debt of Everest Reinsurance Holdings, Inc., by one level.  While Moody’s believes that our profitability, fixed charge coverage and market position are very good, the rating agency concluded that our business franchise and diversity and predictability of earnings position us more appropriately with peers at the adjusted rating level.  We continue to possess significant financial flexibility and access to the debt and equity markets as a result of our perceived financial strength, as evidenced by the financial strength ratings as assigned by independent rating agencies.

From time to time, we have used open market share repurchases to adjust our capital position and enhance long term expected returns to our shareholders.  On May 15, 2013, our existing Board authorization to purchase up to 20 million of our shares was amended to authorize the purchase of up to 25 million shares.  As of June 30, 2013, we had repurchased 19.2 million shares under this authorization.

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

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

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

Over the past several years, we have expanded the allocation of our investments funded by shareholders’ equity to include:  1) a greater percentage of publicly traded equity securities, 2) emerging market fixed maturities through mutual fund structures as well as individual holdings, 3) high yield fixed maturities, 4) bank loan securities and 5) private equity limited partnership investments.  The objective of this portfolio diversification is to enhance the risk-adjusted total return of the investment portfolio by allocating a prudent portion of the portfolio to higher return asset classes, which are also less subject to changes in value with movements in interest rates.  We limit our allocation to these asset classes because of 1) the potential for volatility in their values and 2) the impact of these investments on regulatory and rating agency capital adequacy models.  We use investment managers experienced in these markets and adjust our allocation to these investments based upon market conditions.  At June 30, 2013, the market value of investments in

49

these investment market sectors, carried at both market and fair value, approximated 62.5% of shareholders’ equity.

Our liquidity requirements are generally met from positive cash flow from operations.  Positive cash flow results from reinsurance and insurance premiums being collected prior to disbursements for claims, which disbursements generally take place over an extended period after the collection of premiums, sometimes a period of many years.  Collected premiums are generally invested, prior to their use in such disbursements, and investment income provides additional funding for loss payments.  Our net cash flows from operating activities were $395.8 million and $304.5 million for the six months ended June 30, 2013 and 2012, respectively.  Additionally, these cash flows reflected a net tax payment of $66.7 million and $23.8 million for the six months ended June 30, 2013 and 2012, respectively; net catastrophe loss payments of $227.2 million and $285.9 million for the six months ended June 30, 2013 and 2012, respectively; and net A&E payments of $21.2 million and $29.5 million for the six months ended June 30, 2013 and 2012, respectively.

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

As the timing of payments for claims and benefits cannot be predicted with certainty, we maintain portfolios of long term invested assets with varying maturities, along with short-term investments that provide additional liquidity for payment of claims.  At June 30, 2013 and December 31, 2012, we held cash and short-term investments of $1,167.1 million and $1,397.4 million, respectively.  All of our short-term investments are readily marketable and can be converted to cash.  In addition to these cash and short-term investments, at June 30, 2013, we had $993.1 million of available for sale fixed maturity securities maturing within one year or less, $5,817.8 million maturing within one to five years and $3,213.7 million maturing after five years.  Our $1,436.0 million of equity securities are comprised primarily of publicly traded securities that can be easily liquidated.  We believe that these fixed maturity and equity securities, in conjunction with the short-term investments and positive cash flow from operations, provide ample sources of liquidity for the expected payment of losses in the near future.  We do not anticipate selling securities or using available credit facilities to pay losses and LAE but have the ability to do so.  Sales of securities might result in realized capital gains or losses.  At June 30, 2013 we had $333.6 million of net pre-tax unrealized appreciation, comprised of $479.7 million of pre-tax unrealized appreciation and $146.1 million of pre-tax unrealized depreciation.

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

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

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The Group Credit Facility requires Group to maintain a debt to capital ratio of not greater than 0.35 to 1 and to maintain a minimum net worth.  Minimum net worth is an amount equal to the sum of $4,250.0 million plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after January 1, 2012 and for which consolidated net income is positive, plus 25% of any increase in consolidated net worth during such period attributable to the issuance of ordinary and preferred shares, which at June 30, 2013, was $4,649.7 million.  As of June 30, 2013, the Company was in compliance with all Group Credit Facility covenants.

At June 30, 2013, the Group Credit Facility had no outstanding letters of credit under tranche one and $497.6 million outstanding letters of credit under tranche two.  At December 31, 2012, the Group Credit Facility had no outstanding letters of credit under tranche one and $463.2 million outstanding letters of credit under tranche two.

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

The Holdings Credit Facility requires Holdings to maintain a debt to capital ratio of not greater than 0.35 to 1 and Everest Re to maintain its statutory surplus at $1,875.0 million plus 25% of future aggregate net income and 25% of future aggregate capital contributions after December 31, 2010, which at June 30, 2013, was $2,071.1 million.  As of June 30, 2013, Holdings was in compliance with all Holdings Credit Facility covenants.

At June 30, 2013 and December 31, 2012, the Company had outstanding short-term borrowings of $40.0 million and $0.0 million, respectively, from the Holdings Credit Facility revolving credit line.  At June 30, 2013 and December 31, 2012, the Holdings Credit Facility had outstanding letters of credit of $41.6 million and $1.6 million, respectively.

Costs incurred in connection with the Group Credit Facility and the Holdings Credit Facility were $0.3 million and $0.7 million for the three months ended June 30, 2013 and 2012, respectively.  Costs incurred in connection with the Group Credit Facility and the Holdings Credit Facility were $0.5 million and $1.3 million for the six months ended June 30, 2013 and 2012, respectively.

Market Sensitive Instruments.

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

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

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

Interest Rate Risk.  Our $16.0 billion investment portfolio, at June 30, 2013, is principally comprised of fixed maturity securities, which are generally subject to interest rate risk and some foreign currency exchange rate risk, and some equity securities, which are subject to price fluctuations and some foreign exchange rate risk.  The overall economic impact of the foreign exchange risks on the investment portfolio is partially mitigated by changes in the dollar value of foreign currency denominated liabilities and their associated income statement impact.

Interest rate risk is the potential change in value of the fixed maturity securities portfolio, including short-term investments, from a change in market interest rates.  In a declining interest rate environment, it includes prepayment risk on the $2,710.9 million of mortgage-backed securities in the $12,898.1 million fixed maturity portfolio.  Prepayment risk results from potential accelerated principal payments that shorten the average life and thus the expected yield of the security.

The table below displays the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity portfolio (including $728.0 million of short-term investments) for the period indicated based on upward and downward parallel and immediate 100 and 200 basis point shifts in interest rates.  For legal entities with a U.S. dollar functional currency, this modeling was performed on each security individually.  To generate appropriate price estimates on mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account.  For legal entities with a non-U.S. dollar functional currency, the effective duration of the involved portfolio of securities was used as a proxy for the market value change under the various interest rate change scenarios.

	Impact of Interest Rate Shift in Basis Points
	At June 30, 2013
	-200			-100			0			100			200
(Dollars in millions)
Total Market/Fair Value	$	14,390.7		$	14,022.2		$	13,626.0		$	13,204.0		$	12,775.2
Market/Fair Value Change from Base (%)		5.6	%		2.9	%		0.0	%		-3.1	%		-6.2	%
Change in Unrealized Appreciation
After-tax from Base ($)	$	643.6		$	333.6		$	-		$	(355.2	)	$	(715.9	)

We had $9,843.5 million and $10,069.1 million of gross reserves for losses and LAE as of June 30, 2013 and December 31, 2012, respectively.  These amounts are recorded at their nominal value, as opposed to present value, which would reflect a discount adjustment to reflect the time value of money.  Since losses are paid out over a period of time, the present value of the reserves is less than the nominal value.  As interest rates rise, the present value of the reserves decreases and, conversely, as interest rates decline, the present value increases.  These movements are the opposite of the interest rate impacts on the fair value of investments.  While the difference between present value and nominal value is not reflected in our financial statements, our financial results will include investment income over time from the investment portfolio until the claims are paid.  Our loss and loss reserve obligations have an expected duration of approximately 3.6 years, which is reasonably consistent with our fixed income portfolio.  If we were to discount our loss and LAE reserves, net of ceded reserves, the discount would be approximately $1.2 billion resulting in a discounted reserve balance of approximately $8.1 billion, representing approximately 59.6% of the value of the fixed maturity investment portfolio funds.

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

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

	Impact of Percentage Change in Equity Fair/Market Values
	At June 30, 2013
(Dollars in millions)	-20%			-10%			0%		10%		20%
Fair/Market Value of the Equity Portfolio	$	1,148.8		$	1,292.4		$	1,436.0	$	1,579.6	$	1,723.2
After-tax Change in Fair/Market Value	$	(195.7	)	$	(97.9	)	$	-	$	97.9	$	195.7

Foreign Currency Risk.  Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates.  Each of our non-U.S./Bermuda (“foreign”) operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines.  Each foreign operation may conduct business in its local currency, as well as the currency of other countries in which it operates.  The primary foreign currency exposures for these foreign operations are the Canadian Dollar, the Singapore Dollar, the British Pound Sterling and the Euro.  We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our corresponding operating liabilities.  In accordance with FASB guidance, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar.  This translation amount is reported as a component of other comprehensive income.  As of June 30, 2013, there has been no material change in exposure to foreign exchange rates as compared to December 31, 2012.

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

We sold six equity index put option contracts, based on the S&P 500 index, for total consideration, net of commissions, of $22.5 million.  At June 30, 2013, fair value for these equity index put option contracts was $44.8 million.  These equity index put option contracts each have a single exercise date, with maturities ranging from 12 to 30 years and strike prices ranging from $1,141.21 to $1,540.63.  The S&P 500 index value at June 30, 2013 was $1,606.28.  No amounts will be payable under these equity index put option contracts if the S&P 500 index is at, or above, the strike prices on the exercise dates, which fall between June 2017 and March 2031.  If the S&P 500 index is lower than the strike price on the applicable exercise date, the amount due would vary proportionately with the percentage by which the index is below the strike price.  Based on historical index volatilities and trends and the June 30, 2013 S&P 500 index value, we estimate the probability that each equity index put option contract of the S&P 500 index falling below the strike price on the exercise date to be less than 37%.  The theoretical maximum payouts under these six equity index put option contracts would occur if on each of the exercise dates the S&P 500 index value were zero.  At June 30, 2013, the present value of these theoretical maximum payouts using a 3% discount factor was $401.7 million.  Conversely, if the contracts had all expired on June 30, 2013, with the S&P index at $1,606.28, there would be no settlement amount.

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We sold one equity index put option contract based on the FTSE 100 index for total consideration, net of commissions, of $6.7 million.  At June 30, 2013, fair value for this equity index put option contract was $7.3 million.  This equity index put option contract has an exercise date of July 2020 and a strike price of ₤5,989.75.  The FTSE 100 index value at June 30, 2013 was ₤6,215.50.  No amount will be payable under this equity index put option contract if the FTSE 100 index is at, or above, the strike price on the exercise date.  If the FTSE 100 index is lower than the strike price on the exercise date, the amount due will vary proportionately with the percentage by which the index is below the strike price.  Based on historical index volatilities and trends and the June 30, 2013 FTSE 100 index value, we estimate the probability that the equity index put option contract of the FTSE 100 index will fall below the strike price on the exercise date to be less than 46%.  The theoretical maximum payout under the equity index put option contract would occur if on the exercise date the FTSE 100 index value was zero.  At June 30, 2013, the present value of the theoretical maximum payout using a 3% discount factor and current exchange rate was $41.9 million.  Conversely, if the contract had expired on June 30, 2013, with the FTSE index at ₤6,215.50, there would be no settlement amount.

Because the equity index put option contracts meet the definition of a derivative, we report the fair value of these instruments in our consolidated balance sheets as a liability and record any changes to fair value in our consolidated statements of operations and comprehensive income (loss) as a net derivative gain (loss).  Our financial statements reflect fair values for our obligations on these equity index put option contracts at June 30, 2013, of $52.1 million; even though it may not be likely that the ultimate settlement of these transactions would require a payment that would exceed the initial consideration received, or any payment at all.

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

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

	Equity Indices Put Options Obligation – Sensitivity Analysis
(Dollars in millions)	At June 30, 2013
Interest Rate Shift in Basis Points:	-200			-100			0			100			200
Total Fair Value	$	86.9		$	67.4		$	52.1		$	40.2		$	31.0
Fair Value Change from Base (%)		-66.8	%		-29.3	%		0.0	%		22.8	%		40.5	%
Equity Indices Shift in Points (S&P 500/FTSE 100):	-500/-2000			-250/-1000			0			250/1000			500/2000
Total Fair Value	$	103.8		$	73.1		$	52.1		$	37.7		$	27.8
Fair Value Change from Base (%)		-99.3	%		-40.4	%		0.0	%		27.6	%		46.6	%
Combined Interest Rate /	-200/			-100/						100/			200/
Equity Indices Shift (S&P 500/FTSE 100):	-500/-2000			-250/-1000			0/0			250/1000			500/2000
Total Fair Value	$	155.3		$	92.0		$	52.1		$	28.4		$	14.9
Fair Value Change from Base (%)		-198.2	%		-76.7	%		0.0	%		45.5	%		71.4	%

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Safe Harbor Disclosure.

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

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.    CONTROLS AND PROCEDURES

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

PART II

ITEM 1.    LEGAL PROCEEDINGS

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

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

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ITEM 1A.  RISK FACTORS

No material changes.

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

Issuer Purchases of Equity Securities.

Issuer Purchases of Equity Securities
	(a)	(b)		(c)		(d)
						Maximum Number (or
				Total Number of		Approximate Dollar
				Shares (or Units)		Value) of Shares (or
				Purchased as Part		Units) that May Yet
	Total Number of			of Publicly		Be Purchased Under
	Shares (or Units)	Average Price Paid		Announced Plans or		the Plans or
Period	Purchased	per Share (or Unit)		Programs		Programs (1)
April 1 - 30, 2013	88,100	$	129.2677		88,100		2,268,115
May 1 - 31, 2013	1,500,308	$	133.4148		1,498,607		5,769,508
June 1 - 30, 2013	0	$	-		0		5,769,508
Total	1,588,408	$	-		1,586,707		5,769,508

(1)       On September 21, 2004, the Company’s board of directors approved an amended share repurchase program authorizing the Company and/or its subsidiary Holdings to purchase up to an aggregate of 5,000,000 of the Company’s common shares through open market transactions, privately negotiated transactions or both.  On July 21, 2008; February 24, 2010; February 22, 2012; and May 15, 2013, the Company’s executive committee of the Board of Directors approved subsequent amendments to the share repurchase program authorizing the Company and/or its subsidiary Holdings, to purchase up to a current aggregate of 25,000,000 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.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

None.

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ITEM 6.    EXHIBITS

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

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Everest Re Group, Ltd.

Signatures

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

 Everest Re Group, Ltd.

 (Registrant)

 /S/ CRAIG HOWIE

 Craig Howie

 Executive Vice President and

    Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

Dated:  August 9, 2013