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 March 31, 2020

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

Commission file number 1-14527

EVEREST REINSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3263609
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

477 Martinsville Road

Post Office Box 830

Liberty Corner, New Jersey 07938-0830

(908) 604-3000

(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  ☑      NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES  ☑      NO  ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated Filer ☑	Smaller reporting company ☐
	Emerging growth company ☐

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

YES   ☐     NO  ☑

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

YES   ☐     NO ☑

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 May 1, 2020
Common Shares, $0.01 par value	1,000

The Registrant meets the conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by General Instruction H of Form 10-Q. 

EVEREST REINSURANCE HOLDINGS, INC.

Table of Contents

Form 10-Q

		Page
PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets at March 31, 2020 (unaudited) and December 31, 2019	1
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2020 and 2019 (unaudited)	2
	Consolidated Statements of Changes in Stockholder’s Equity for the three months ended March 31, 2020 and 2019 (unaudited)	3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (unaudited)	4
	Notes to Consolidated Interim Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
(Dollars in thousands, except share amounts and par value per share)	2020		2019
	(unaudited)
ASSETS:
Fixed maturities - available for sale, at market value (amortized cost: 2020, $7,539,624; 2019, $7,334,425 allowances for credit losses: 2020, $12,099; 2019, $0)	$	7,496,815	$	7,492,079
Fixed maturities - available for sale, at fair value		4,703		5,826
Equity securities, at fair value		578,531		764,049
Short-term investments (cost: 2020, $324,861; 2019, $279,824)		324,874		279,879
Other invested assets (cost: 2020, $1,026,409; 2019, $1,020,766)		1,026,409		1,020,766
Other invested assets, at fair value		2,425,061		1,982,582
Cash		385,974		411,122
Total investments and cash		12,242,367		11,956,303
Note Receivable - affiliated		300,000		300,000
Accrued investment income		56,964		54,383
Premiums receivable		1,419,662		1,337,344
Reinsurance receivables - unaffiliated		1,354,520		1,318,820
Reinsurance receivables - affiliated		2,981,436		3,125,269
Income taxes		76,787		65,793
Funds held by reinsureds		247,444		228,297
Deferred acquisition costs		414,953		388,238
Prepaid reinsurance premiums		381,953		413,612
Other assets		554,683		518,127
TOTAL ASSETS	$	20,030,769		19,706,186
LIABILITIES:
Reserve for losses and loss adjustment expenses	$	10,271,222	$	10,209,519
Unearned premium reserve		2,307,999		2,198,932
Funds held under reinsurance treaties		39,649		41,233
Other net payable to reinsurers		349,121		267,367
Losses in course of payment		71,107		70,541
Senior notes due 6/1/2044		397,104		397,074
Long term notes due 5/1/2067		235,083		236,758
Accrued interest on debt and borrowings		7,571		2,878
Unsettled securities payable		45,797		25,230
Other liabilities		309,387		399,229
Total liabilities		14,034,040		13,848,761
Commitments and Contingencies (Note 6)		-		-
STOCKHOLDER'S EQUITY:
Common stock, par value: $0.01; 3,000 shares authorized;   1,000 shares issued and outstanding (2019 and 2018)		-		-
Additional paid-in capital		1,100,781		1,100,678
Accumulated other comprehensive income (loss), net of deferred income   tax expense (benefit) of ($29,426) at 2020 and $16,977 at 2019		(114,027)		64,324
Retained earnings		5,009,975		4,692,423
Total stockholder's equity		5,996,729		5,857,425
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	20,030,769	$	19,706,186
The accompanying notes are an integral part of the consolidated financial statements.

1

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
	(unaudited)
REVENUES:
Premiums earned	$	1,494,005	$	1,270,454
Net investment income		74,201		84,534
Net realized capital gains (losses):
Credit allowances on fixed maturity securities		(12,099)		-
Other-than-temporary impairments on fixed maturity securities		-		(2,290)
Other net realized capital gains (losses)		268,966		137,346
Total net realized capital gains (losses)		256,867		135,056
Other income (expense)		(4,498)		(730)
Total revenues		1,820,575		1,489,314
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		1,029,513		796,096
Commission, brokerage, taxes and fees		323,104		288,218
Other underwriting expenses		101,208		78,382
Corporate expenses		3,721		1,651
Interest, fee and bond issue cost amortization expense		7,460		9,828
Total claims and expenses		1,465,006		1,174,175
INCOME (LOSS) BEFORE TAXES		355,569		315,139
Income tax expense (benefit)		38,924		63,531
NET INCOME (LOSS)	$	316,645	$	251,608
Other comprehensive income (loss), net of tax:
Unrealized appreciation (depreciation) ("URA(D)")   on securities arising during the period		(177,524)		88,449
Less: reclassification adjustment for realized   losses (gains) included in net income (loss)		27,886		(1,016)
Total URA(D) on securities arising during   the period		(149,638)		87,433
Foreign currency translation adjustments		(29,633)		9,564
Reclassification adjustment for amortization of net   (gain) loss included in net income (loss)		920		1151
Total benefit plan net gain (loss) for the period		920		1,151
Total other comprehensive income (loss), net of tax		(178,351)		98,148
COMPREHENSIVE INCOME (LOSS)	$	138,294	$	349,756
The accompanying notes are an integral part of the consolidated financial statements.

2

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDER’S EQUITY

(Dollars in thousands, except share amounts)	2020		2019
	(unaudited)
COMMON STOCK (shares outstanding):
Balance, January 1		1,000		1,000
Balance, March 31		1,000		1,000
ADDITIONAL PAID-IN CAPITAL:
Balance, January 1	$	1,100,678	$	1,100,315
Share-based compensation plans		103		87
Balance, March 31		1,100,781		1,100,402
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF DEFERRED INCOME TAXES:
Balance, January 1		64,324		(126,254)
Net increase (decrease) during the period		(178,351)		98,148
Balance, March 31		(114,027)		(28,106)
RETAINED EARNINGS:
Balance, January 1		4,692,423		4,062,696
Change to beginning balance due to adoption of ASU 2016-13		907		-
Net income (loss)		316,645		251,608
Balance, March 31		5,009,975		4,314,306
TOTAL STOCKHOLDER'S EQUITY, March 31	$	5,996,729	$	5,386,602
The accompanying notes are an integral part of the consolidated financial statements.

3

EVEREST REINSURANCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	316,645	$	251,608
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease (increase) in premiums receivable		(88,422)		(104,944)
Decrease (increase) in funds held by reinsureds, net		(20,983)		(14,361)
Decrease (increase) in reinsurance receivables		97,388		(63,291)
Decrease (increase) in income taxes		35,413		94,733
Decrease (increase) in prepaid reinsurance premiums		30,259		(2,163)
Increase (decrease) in reserve for losses and loss adjustment expenses		106,144		(3,035)
Increase (decrease) in unearned premiums		112,401		123,901
Increase (decrease) in other net payable to reinsurers		84,561		(61,808)
Increase (decrease) in losses in course of payment		976		(78,061)
Change in equity adjustments in limited partnerships		6,063		(7,836)
Distribution of limited partnership income		9,486		7,162
Change in other assets and liabilities, net		(76,651)		44,139
Non-cash compensation expense		7,528		7,551
Amortization of bond premium (accrual of bond discount)		1,385		(366)
Net realized capital (gains) losses		(256,867)		(135,056)
Net cash provided by (used in) operating activities		365,327		58,173
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called - available for sale, at market value		257,000		184,894
Proceeds from fixed maturities sold - available for sale, at market value		164,244		1,603,889
Proceeds from equity securities sold - at fair value		204,161		69,238
Distributions from other invested assets		76,391		43,469
Cost of fixed maturities acquired - available for sale, at market value		(713,474)		(1,522,903)
Cost of equity securities acquired - at fair value		(167,914)		(146,335)
Cost of other invested assets acquired		(101,663)		(89,216)
Net change in short-term investments		(45,503)		(283,094)
Net change in unsettled securities transactions		(34,793)		19,330
Net cash provided by (used in) investing activities		(361,551)		(120,728)
CASH FLOWS FROM FINANCING ACTIVITIES:
Tax benefit from share-based compensation, net of expense		(7,425)		(7,464)
Cost of debt repurchase		(1,198)		-
Net cash provided by (used in) financing activities		(8,623)		(7,464)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(20,301)		2,722
Net increase (decrease) in cash		(25,148)		(67,297)
Cash, beginning of period		411,122		404,522
Cash, end of period	$	385,974	$	337,225
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (recovered)	$	3,558	$	(90,148)
Interest paid		2,712		3,049
The accompanying notes are an integral part of the consolidated financial statements.

4

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended March 31, 2020, and 2019

1.  GENERAL

As used in this document, “Holdings” means Everest Reinsurance Holdings, Inc., a Delaware company and direct subsidiary of Everest Underwriting Group (Ireland) Limited (“Holdings Ireland”); “Group” means Everest Re Group, Ltd. (Holdings Ireland’s parent); “Bermuda Re” means Everest Reinsurance (Bermuda), Ltd., a subsidiary of Group; “Everest Re” means Everest Reinsurance Company and its subsidiaries, a subsidiary of Holdings (unless the context otherwise requires) and the “Company” means Holdings and its subsidiaries.

During the fourth quarter of 2018, Everest Global Services (“Global Services”), a previously affiliated company, was contributed to Holdings from its parent company, Holdings Ireland. 

2.  BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company for the three months ended March 31, 2020 and 2019 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, 2019 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.  The results for the three months ended March 31, 2020 and 2019 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, 2019, 2018 and 2017 included in the Company’s most recent Form 10-K filing. 

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

With recent changes in executive management and organizational structure, the Company manages its reinsurance and insurance operations as autonomous units and key strategic decisions are based on the aggregate operating results and projections for these segments of business.  Accordingly, effective January 1, 2020, the Company revised it reporting segments to Reinsurance Operations and Insurance Operations.  This replaces the previous reported segments of U.S. Reinsurance, International (reinsurance) and Insurance.  The prior year presented segment information has been reformatted to reflect this change. 

All intercompany accounts and transactions have been eliminated. 

Certain reclassifications and format changes have been made to prior years’ amounts to conform to the 2020 presentation. 

5

Application of Recently Issued Accounting Standard Changes. 

Accounting for Income Taxes.  In December 2019, The Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, which provides simplification of existing guidance for income taxes, including the removal of certain exceptions related to recognition of deferred tax liabilities on foreign subsidiaries. The guidance is effective for annual reporting periods beginning after December 15, 2020 and interim periods within that annual reporting period. The Company is currently evaluating the impact of the adoption of ASU 2019-12 on its financial statements.

Simplification of Disclosure Requirements.  In August 2018, the Securities and Exchange Commission (“SEC”) issued Final Rule Release #33-10532 (“the Rule”) which addresses the simplification of the SEC’s disclosure requirements for quarterly and annual financial reports.  The main change addressed by the Rule that is applicable to the Company is a new requirement to disclose changes in equity by line item with subtotals for each interim reporting period on the Statements of Changes in Shareholders’ Equity.  The Rule became effective for all financial reports filed after November 5, 2018 (30 days after its publication in the Federal Register), except for the additional requirement for the Statements of Changes in Shareholders’ Equity which was to be implemented for first quarter 2019 reporting. The Company has adopted the portions of the Rule that became effective November 5, 2018.  The portion of the Rule related to the new requirement for the Statements of Changes in Shareholders’ Equity was adopted by the Company in the first quarter of 2019.

Accounting for Cloud Computing Arrangement.  In August 2018, FASB issued ASU 2018-15, which outlines accounting for implementation costs of a cloud computing arrangement that is a service contract.  This guidance requires that implementation costs of a cloud computing arrangement that is a service contract must be capitalized and expensed in accordance with the existing provisions provided in Subtopic 350-40 regarding development of internal use software. In addition, any capitalized implementation costs should be amortized over the term of the hosting arrangement.  The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within that annual reporting period. The Company adopted the guidance as of January 1, 2020. The adoption of ASU 2018-15 did not have a material impact on the Company’s financial statements.

Accounting for Impact on Income Taxes due to Tax Reform.  In December 2017, the SEC issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on the application of FASB Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, due to the enactment of TCJA.  SAB 118 became effective upon release.  The Company has adopted the provisions of SAB 118 with respect to measuring the tax effects for the modifications to the determination of tax basis loss reserves.  In 2018, the Company recorded adjustments to the amount of tax expense it recorded in 2017 with respect to the TCJA as estimated amounts were finalized, which did not have a material impact on the Company’s financial statements.

Amortization of Bond Premium.  In March 2017, FASB issued ASU 2017-08 which outlines guidance on the amortization period for premium on callable debt securities.  The new guidance requires that the premium on callable debt securities be amortized through the earliest call date rather than through the maturity date of the callable security.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2018.  The Company adopted the guidance effective January 1, 2019. The adoption of ASU 2017-08 did not have a material impact on the Company’s financial statements.

Valuation of Financial Instruments.  In June 2016, FASB issued ASU 2016-13 (and has subsequently issued related guidance and amendments in ASU 2019-11 and ASU 2019-10 in November 2019) which outline guidance on the valuation of and accounting for assets measured at amortized cost and available for sale debt securities.  The carrying value of assets measured at amortized cost will now be presented as the amount expected to be collected on the financial asset (amortized cost less an allowance for credit losses valuation account).  Available for sale debt securities will now record credit losses through an allowance for credit losses, which will be limited to the amount by which fair value is below amortized cost.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2019.  The Company adopted the guidance effective January 1, 2020.  The adoption resulted in a cumulative adjustment of $907 thousand in retained earnings, which is disclosed separately within the Consolidated Statements of Shareholders’ Equity.

6

Leases.  In February 2016, FASB issued ASU 2016-02 (and subsequently issued ASU 2018-11 in July, 2018) which outline new guidance on the accounting for leases.  The new guidance requires the recognition of lease assets and lease liabilities on the balance sheets for most leases that were previously deemed operating leases and required only lease expense presentation in the statements of operations.  The guidance is effective for annual and interim reporting periods beginning after December 15, 2018.  The Company adopted ASU 2016-02 effective January 1, 2019 and elected to utilize a cumulative-effect adjustment to the opening balance of retained earnings for the year of adoption.  Accordingly, the Company’s reporting for the comparative periods prior to adoption continue to be presented in the financial statements in accordance with previous lease accounting guidance.  The Company also elected to apply the package of practical expedients applicable to the Company in the updated guidance for transition for leases in effect at adoption.  The Company did not elect the hindsight practical expedient to determine the lease term of existing leases (e.g. The Company did not re-assess lease renewals, termination options nor purchase options in determining lease terms).  The adoption of the updated guidance resulted in the Company recognizing a right-of-use asset of $60,325 thousand as part of other assets and a lease liability of $66,551 thousand as part of other liabilities in the consolidated balance sheet, as well as de-recognizing the liability for deferred rent that was required under the previous guidance.  The cumulative effect adjustment to the opening balance of retained earnings was zero. The adoption of the updated guidance did not have a material effect on the Company’s results of operations or liquidity.

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

3.  INVESTMENTS

Effective January 1, 2020, the Company adopted ASU 2016-13 which provides guidance on the accounting for fixed maturity securities.  The guidance requires the Company to record allowances for credit losses for securities that are deemed to have valuation deterioration due to credit risk issues.  The initial table below presents the amortized cost, allowance for credit losses, gross unrealized appreciation/(depreciation) and market value of fixed maturity securities as of March 31, 2020 in accordance with ASU 2016-13 guidance.  The second table presents the amortized cost, gross unrealized appreciation/(depreciation), market value and other-than-temporary impairments (“OTTI”) in AOCI as of December 31, 2019, in accordance with previously applicable guidance

	At March 31, 2020
	Amortized		Allowances for		Unrealized		Unrealized		Market
(Dollars in thousands)	Cost		Credit Losses		Appreciation		Depreciation		Value
Fixed maturity securities
U.S. Treasury securities and obligations of   U.S. government agencies and corporations	$	771,122	$	-	$	35,125	$	(835)	$	805,412
Obligations of U.S. states and political   subdivisions		507,155		-		21,733		(4,994)		523,894
Corporate securities		2,903,505		(11,468)		48,755		(128,058)		2,812,734
Asset-backed securities		875,091		-		1,701		(76,674)		800,118
Mortgage-backed securities
Commercial		313,624		-		16,479		(775)		329,328
Agency residential		638,008		-		28,502		(782)		665,728
Non-agency residential		1,090		-		-		(13)		1,077
Foreign government securities		654,644		(70)		28,238		(11,960)		670,852
Foreign corporate securities		875,385		(561)		32,524		(19,676)		887,672
Total fixed maturity securities	$	7,539,624	$	(12,099)	$	213,057	$	(243,767)	$	7,496,815

7

	At December 31, 2019
	Amortized		Unrealized		Unrealized		Market		OTTI in AOCI
(Dollars in thousands)	Cost		Appreciation		Depreciation		Value		(a)
Fixed maturity securities
U.S. Treasury securities and obligations of   U.S. government agencies and corporations	$	768,374	$	10,128	$	(987)	$	777,515	$	-
Obligations of U.S. states and political   subdivisions		506,347		29,651		(87)		535,911		-
Corporate securities		2,777,097		70,898		(26,438)		2,821,557		245
Asset-backed securities		761,607		5,659		(1,309)		765,957		-
Mortgage-backed securities
Commercial		311,961		17,242		(154)		329,049		-
Agency residential		625,612		19,395		(320)		644,687		-
Non-agency residential		1,638		-		-		1,638		-
Foreign government securities		646,149		18,908		(7,050)		658,007		27
Foreign corporate securities		935,640		31,257		(9,139)		957,758		333
Total fixed maturity securities	$	7,334,425	$	203,138	$	(45,484)	$	7,492,079	$	605

^(a)  Represents the amount of OTTI recognized in AOCI.  Amount includes unrealized gains and losses on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

The amortized cost and market value of fixed maturity securities are shown in the following tables 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 March 31, 2020				At December 31, 2019
	Amortized		Market		Amortized		Market
(Dollars in thousands)	Cost		Value		Cost		Value
Fixed maturity securities – available for sale
Due in one year or less	$	617,696	$	611,935	$	569,506	$	563,730
Due after one year through five years		2,878,464		2,885,401		2,919,966		2,963,903
Due after five years through ten years		1,626,513		1,654,400		1,541,695		1,602,642
Due after ten years		589,138		548,828		602,440		620,473
Asset-backed securities		875,091		800,118		761,607		765,957
Mortgage-backed securities
Commercial		313,624		329,328		311,961		329,049
Agency residential		638,008		665,728		625,612		644,687
Non-agency residential		1,090		1,077		1,638		1,638
Total fixed maturity securities	$	7,539,624	$	7,496,815	$	7,334,425	$	7,492,079

8

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

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Increase (decrease) during the period between the market value and cost of investments   carried at market value, and deferred taxes thereon:
Fixed maturity securities	$	(188,407)	$	110,909
Fixed maturity securities, other-than-temporary impairment		-		(332)
Change in unrealized appreciation (depreciation), pre-tax		(188,407)		110,577
Deferred tax benefit (expense)		38,769		(23,214)
Deferred tax benefit (expense), other-than-temporary impairment		-		70
Change in unrealized appreciation (depreciation),  net of deferred taxes, included in   stockholder's equity	$	(149,638)	$	87,433

The Company reviews all of its fixed maturity, available for sale securities whose fair value has fallen below their amortized cost at the time of review.  The Company then assesses whether the decline in value is temporary or credit related.  In making its assessment, the Company evaluates the current market and interest rate environment as well as specific issuer information.  Generally, a change in a security’s value caused by a change in the market, interest rate or foreign exchange environment does not constitute a credit impairment, but rather a temporary decline in market value.  Temporary declines in market value are recorded as unrealized losses in accumulated other comprehensive income (loss).  If the Company intends to sell the security or is more likely than not to sell the security, the Company records the entire fair value adjustment in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss).  If the Company determines that the decline is credit related and the Company does not have the intent to sell the security; and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, the Company establishes a credit allowance equal to the estimated credit loss and is recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss).  The amount of the allowance for a given security will generally be the difference between a discounted cash flow model and the Company’s carrying value.  The fair value adjustment that is non-credit related is recorded as a component of other comprehensive income (loss), net of tax, and is included in accumulated other comprehensive income (loss) in the Company’s consolidated balance sheets. We will adjust the credit allowance account for future changes in credit loss estimates for a security and record this adjustment through net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss).

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

Prior to the adoption of ASU 2016-13 effective January 1, 2020, estimated credit losses were recorded as adjustments to the carrying value of the security and any subsequent improvement in market value were recorded through other comprehensive income.

The Company’s assessments are based on the issuers’ current and expected future financial position, timeliness with respect to interest and/or principal payments, speed of repayments and any applicable credit enhancements or breakeven constant default rates on mortgage-backed and asset-backed securities, as well as relevant information provided by rating agencies, investment advisors and analysts. 

Retrospective adjustments are employed to recalculate the values of asset-backed securities. All of the Company’s asset-backed and mortgage-backed securities have a pass-through structure. Each acquisition lot is reviewed to recalculate the effective yield. The recalculated effective yield is used to derive a book value as if the new yield were applied at the time of acquisition. Outstanding principal factors from the time of acquisition to the adjustment date are used to calculate the prepayment history for all applicable securities. Conditional

9

prepayment rates, computed with life to date factor histories and weighted average maturities, are used in the calculation of projected prepayments for pass-through security types.

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

	Duration of Unrealized Loss at March 31, 2020 By Security Type
	Less than 12 months				Greater than 12 months				Total
			Gross				Gross				Gross
	Market		Unrealized		Market		Unrealized		Market		Unrealized
(Dollars in thousands)	Value		Depreciation		Value		Depreciation		Value		Depreciation
Fixed maturity securities -   available for sale
U.S. Treasury securities and   obligations of U.S. government   agencies and corporations	$	-	$	-	$	9,003	$	(835)	$	9,003	$	(835)
Obligations of U.S. states and   political subdivisions		78,392		(4,745)		3,309		(249)		81,701		(4,994)
Corporate securities		1,006,791		(69,967)		117,380		(58,091)		1,124,171		(128,058)
Asset-backed securities		603,807		(68,849)		107,550		(7,825)		711,357		(76,674)
Mortgage-backed securities
Commercial		13,302		(491)		14,094		(284)		27,396		(775)
Agency residential		20,787		(761)		1,872		(21)		22,659		(782)
Non-agency residential		553		(12)		517		(1)		1,070		(13)
Foreign government securities		144,468		(3,758)		38,825		(8,202)		183,293		(11,960)
Foreign corporate securities		207,389		(11,354)		61,954		(8,322)		269,343		(19,676)
Total fixed maturity securities	$	2,075,489	$	(159,937)	$	354,504	$	(83,830)	$	2,429,993	$	(243,767)

	Duration of Unrealized Loss at March 31, 2020 By Maturity
	Less than 12 months				Greater than 12 months				Total
			Gross				Gross				Gross
	Market		Unrealized		Market		Unrealized		Market		Unrealized
(Dollars in thousands)	Value		Depreciation		Value		Depreciation		Value		Depreciation
Fixed maturity securities
Due in one year or less	$	102,257	$	(3,625)	$	56,571	$	(7,462)	$	158,828	$	(11,087)
Due in one year through five years		692,049		(35,783)		130,311		(16,942)		822,360		(52,725)
Due in five years through ten years		491,144		(38,231)		8,969		(1,254)		500,113		(39,485)
Due after ten years		151,590		(12,185)		34,620		(50,041)		186,210		(62,226)
Asset-backed securities		603,807		(68,849)		107,550		(7,825)		711,357		(76,674)
Mortgage-backed securities		34,642		(1,264)		16,483		(306)		51,125		(1,570)
Total fixed maturity securities	$	2,075,489	$	(159,937)	$	354,504	$	(83,830)	$	2,429,993	$	(243,767)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at March 31, 2020 were $2,429,993 thousand and $243,767 thousand, respectively.  The market value of securities for the single issuer whose securities comprised the largest unrealized loss position at March 31, 2020, did not exceed 0.1% 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 $159,937 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 and asset backed securities.  Of these unrealized losses, $123,786 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating agency.  The $83,830 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 asset backed securities.  Of these unrealized losses $26,723 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating agency.

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There was no gross unrealized depreciation for mortgage-backed securities related to sub-prime and alt-A loans. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations.  The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments. 

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

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

	Duration of Unrealized Loss at December 31, 2019 By Security Type
	Less than 12 months				Greater than 12 months				Total
			Gross				Gross				Gross
	Market		Unrealized		Market		Unrealized		Market		Unrealized
(Dollars in thousands)	Value		Depreciation		Value		Depreciation		Value		Depreciation
Fixed maturity securities -   available for sale
U.S. Treasury securities and   obligations of U.S. government   agencies and corporations	$	8,997	$	(141)	$	203,780	$	(846)	$	212,777	$	(987)
Obligations of U.S. states and   political subdivisions		4,600		(38)		4,518		(49)		9,118		(87)
Corporate securities		334,973		(5,186)		230,679		(21,252)		565,652		(26,438)
Asset-backed securities		159,695		(887)		76,351		(422)		236,046		(1,309)
Mortgage-backed securities
Commercial		13,083		(87)		16,374		(67)		29,457		(154)
Agency residential		19,019		(82)		17,147		(238)		36,166		(320)
Non-agency residential		-		-		690		-		690		-
Foreign government securities		113,256		(858)		109,953		(6,192)		223,209		(7,050)
Foreign corporate securities		105,551		(1,260)		121,710		(7,879)		227,261		(9,139)
Total fixed maturity securities	$	759,174	$	(8,539)	$	781,202	$	(36,945)	$	1,540,376	$	(45,484)

	Duration of Unrealized Loss at December 31, 2019 By Maturity
	Less than 12 months				Greater than 12 months				Total
			Gross				Gross				Gross
	Market		Unrealized		Market		Unrealized		Market		Unrealized
(Dollars in thousands)	Value		Depreciation		Value		Depreciation		Value		Depreciation
Fixed maturity securities
Due in one year or less	$	34,542	$	(1,067)	$	188,755	$	(6,411)	$	223,297	$	(7,478)
Due in one year through five years		226,521		(2,554)		357,728		(11,562)		584,249		(14,116)
Due in five years through ten years		251,967		(3,292)		43,129		(6,785)		295,096		(10,077)
Due after ten years		54,347		(570)		81,028		(11,460)		135,375		(12,030)
Asset-backed securities		159,695		(887)		76,351		(422)		236,046		(1,309)
Mortgage-backed securities		32,102		(169)		34,211		(305)		66,313		(474)
Total fixed maturity securities	$	759,174	$	(8,539)	$	781,202	$	(36,945)	$	1,540,376	$	(45,484)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 2019 were $1,540,376 thousand and $45,484 thousand, respectively.  The market value of securities for the single issuer whose securities comprised the largest unrealized loss position at December 31, 2019, did not exceed 0.2% 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 $8,539 thousand of unrealized losses related to fixed maturity securities that have

11

been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities. Of these unrealized losses, $5,645 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating agency.  The $36,945 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 and foreign government securities. Of these unrealized losses $16,976 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating agency. There was no gross unrealized depreciation for mortgage-backed securities related to sub-prime and alt-A loans. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations.  The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments. 

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

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Fixed maturities	$	74,088	$	67,054
Equity securities		1,592		1,431
Short-term investments and cash		1,570		2,736
Other invested assets
Limited partnerships		6,996		8,055
Dividends from preferred shares of affiliate		7,758		7,758
Other		(13,072)		2,980
Gross investment income before adjustments		78,932		90,014
Funds held interest income (expense)		3,257		2,881
Interest income from Parent		1,282		-
Gross investment income		83,471		92,895
Investment expenses		(9,270)		(8,361)
Net investment income	$	74,201	$	84,534
(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 $880,460 thousand in limited partnerships and private placement loans at March 31, 2020.  These commitments will be funded when called in accordance with the partnership and loan agreements, which have investment periods that expire, unless extended, through 2026.

The Company participates in a private placement liquidity sweep facility (“the facility”).  The primary purpose of the facility is to enhance the Company’s return on its short-term investments and cash positions.  The facility invests in high quality, short-duration securities and permits daily liquidity. The Company consolidates its participation in the facility. As of March 31, 2020, the market value of investments in the facility consolidated within the Company’s balance sheets was $214,344 thousand. 

Other invested assets, at fair value, as of March 31, 2020 and December 31, 2019, were comprised of preferred shares held in Preferred Holdings, an affiliated company. 

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

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Fixed maturity securities, market value:
Allowances for credit losses	$	(12,099)	$	-
Other-than-temporary impairments		-		(2,290)
Gains (losses) from sales		(20,937)		3,426
Fixed maturity securities, fair value:
Gains (losses) from fair value adjustments		(1,123)		13
Equity securities, fair value:
Gains (losses) from sales		(27,602)		5,044
Gains (losses) from fair value adjustments		(121,669)		77,846
Other invested assets		(2,327)		396
Other invested assets, fair value:
Gains (losses) from fair value adjustments		442,479		50,627
Short-term investment gains (losses)		145		(6)
Total net realized capital gains (losses)	$	256,867	$	135,056

			Foreign		Foreign
	Corporate		Government		Corporate
	Securities		Securities		Securities		Total
Balance as of December 31, 2019	$	-	$	-	$	-	$	-
Provision for credit losses		(11,468)		(70)		(561)		(12,099)
Balance as of March 31, 2020	$	(11,468)	$	(70)	$	(561)	$	(12,099)

The Company recorded as net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss) fair value re-measurements, allowances for credit losses per ASU 2016-13 and write-downs in the value of securities deemed to be impaired on an other-than-temporary basis in prior years as displayed in the table above.  The Company had no other-than-temporary impaired securities where the impairment had both a credit and non-credit component. 

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

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Proceeds from sales of fixed maturity securities	$	164,244	$	1,603,889
Gross gains from sales		1,846		8,104
Gross losses from sales		(22,783)		(4,678)
Proceeds from sales of equity securities	$	204,161	$	69,238
Gross gains from sales		2,581		5,671
Gross losses from sales		(30,183)		(627)

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4.  RESERVES FOR LOSSES AND LAE

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

	Three Months  Ended		Three Months  Ended
	March 31,		March 31,
(Dollars in thousands)	2020		2019
Gross reserves beginning of period	$	10,209,519	$	10,167,018
Less reinsurance recoverables		(4,215,348)		(4,697,543)
Net reserves beginning of period		5,994,171		5,469,475
Incurred related to:
Current year		1,026,442		788,837
Prior years		3,071		7,259
Total incurred losses and LAE		1,029,513		796,096
Paid related to:
Current year		138,778		100,676
Prior years		593,482		607,365
Total paid losses and LAE		732,260		708,041
Foreign exchange/translation adjustment and cumulative adjustment due to adoption of ASU 2016-13		(36,673)		7,368
Net reserves end of period		6,254,751		5,564,898
Plus reinsurance recoverables		4,016,471		4,608,571
Gross reserves end of period	$	10,271,222	$	10,173,469
(Some amounts may not reconcile due to rounding.)

Current year incurred losses were $1,026,442 thousand for the three months ended March 31, 2020 and $788,837 thousand for the three months ended March 31, 2019, respectively.  The increase in current year incurred losses in 2020 compared to 2019 was primarily due to $35,700 thousand of incurred losses due to COVID-19 as well as the impact of the increase in premiums earned.

5.  FAIR VALUE

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

The levels in the hierarchy are defined as follows:

Level 1:	Inputs to the valuation methodology are observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in an active market;
Level 2:	Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;
Level 3:	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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

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.  At March 31, 2020, $881,064 thousand of fixed maturities, market value and $4,703 thousand of fixed maturities, fair value were fair valued using unobservable inputs.  The majority of the fixed maturities, market value, $722,948 thousand and all of the $4,703 thousand of fixed maturities, fair value, were valued by investment managers’ valuation committees and many of these fair values were substantiated by valuations from independent third parties.  The Company has procedures in place to review and evaluate these independent third party valuations.  The remaining Level 3 fixed maturities of $158,116 thousand were fair valued by the Company at either par or amortized cost, which the Company believes approximates fair value.  At December 31, 2019, $702,331 thousand of fixed maturities, market value and $5,826 thousand of fixed maturities, fair value were fair valued using unobservable inputs.  The majority of the fixed maturities, market value, $610,873 thousand and all of the $5,826 thousand of fixed maturities, fair value, were valued by investment managers’ valuation committees and a majority of these fair values were substantiated by valuations from independent third parties.  The remaining Level 3 fixed maturities of $91,458 thousand were fair valued by the Company at either par or amortized cost, which the Company believes approximates fair value. 

The Company internally manages a public equity portfolio which had a fair value at March 31, 2020 and December 31, 2019 of $210,845 thousand and $170,888 thousand, respectively, and all prices were obtained from publicly published sources. 

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

All categories of fixed maturity securities listed in the tables below are generally categorized as level 2, since a particular security may not have traded but the pricing services are able to use valuation models with observable market inputs such as interest rate yield curves and prices for similar fixed maturity securities in terms of issuer, maturity and seniority.  For foreign government securities and foreign corporate securities, the fair values provided by the third party pricing services in local currencies, and where applicable, are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

The fixed maturities with fair values categorized as level 3 result when prices are not available from the nationally recognized pricing services. 

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

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

15

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

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

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

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

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

Other invested assets, at fair value, were categorized as Level 3 at March 31, 2020 and December 31, 2019, since it represented a privately placed convertible preferred stock issued by an affiliate. The stock was received in exchange for shares of the Company’s parent.  The 25 year redeemable, convertible preferred stock with a 1.75% coupon is valued using a pricing model. The pricing model includes observable inputs such as the U.S. Treasury yield curve rate T note constant maturity 10 year and the swap rate on the Company’s June 1, 2044, 4.868% senior notes, with adjustments to reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset.

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

			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	March 31,		Assets		Inputs		Inputs
(Dollars in thousands)	2020		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of   U.S. government agencies and corporations	$	805,412	$	-	$	805,412	$	-
Obligations of U.S. States and political subdivisions		523,894		-		523,894		-
Corporate securities		2,812,734		-		2,170,301		642,433
Asset-backed securities		800,118		-		561,487		238,631
Mortgage-backed securities
Commercial		329,328		-		329,328		-
Agency residential		665,728		-		665,728		-
Non-agency residential		1,077		-		1,077		-
Foreign government securities		670,852		-		670,852		-
Foreign corporate securities		887,672		-		887,672		-
Total fixed maturities, market value		7,496,815		-		6,615,751		881,064
Fixed maturities, fair value		4,703		-		-		4,703
Equity securities, fair value		578,531		544,056		34,475		-
Other invested assets, fair value		2,425,061		-		-		2,425,061

There were no transfers between Level 1 and Level 2 for the three months ended March 31, 2020.

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

			Fair Value Measurement Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	December 31,		Assets		Inputs		Inputs
(Dollars in thousands)	2019		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of   U.S. government agencies and corporations	$	777,515	$	-	$	777,515	$	-
Obligations of U.S. States and political subdivisions		535,911		-		535,911		-
Corporate securities		2,821,557		-		2,274,618		546,939
Asset-backed securities		765,957		-		612,316		153,641
Mortgage-backed securities
Commercial		329,049		-		329,049		-
Agency residential		644,687		-		644,687		-
Non-agency residential		1,638		-		1,638		-
Foreign government securities		658,007		-		658,007		-
Foreign corporate securities		957,758		-		956,007		1,751
Total fixed maturities, market value		7,492,079		-		6,789,748		702,331
Fixed maturities, fair value		5,826		-		-		5,826
Equity securities, fair value		764,049		719,548		44,501		-
Other invested assets, fair value		1,982,582		-		-		1,982,582

In addition, $212,677 thousand and $209,578 thousand of investments within other invested assets on the consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively, are not included within the fair value hierarchy tables as the assets are measured at NAV as a practical expedient to determine fair value. 

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

	Total Fixed Maturities, Market Value
	Three Months Ended March 31, 2020								Three Months Ended March 31, 2019
	Corporate		Asset		Foreign				Corporate		Asset		Foreign
(Dollars in thousands)	Securities		Backed Securities		Corporate		Total		Securities		Backed Securities		Corporate		Total
Beginning balance	$	546,939	$	153,641	$	1,751	$	702,331	$	376,250	$	-	$	7,744	$	383,994
Total gains or (losses) (realized/unrealized)
Included in earnings		(214)		4		-		(210)		4,858		-		119		4,977
Included in other comprehensive   income (loss)		(3,357)		(15,882)		-		(19,239)		574		-		-		574
Purchases, issuances and settlements		99,064		100,868		(1,751)		198,181		(12,046)		-		(565)		(12,611)
Transfers in and/or (out) of Level 3		-		-		-		-		(2,458)		-		-		(2,458)
Ending balance	$	642,432	$	238,631	$	-	$	881,063	$	367,178	$	-	$	7,298	$	374,476
The amount of total gains or losses for the   period included in earnings (or changes in   net assets) attributable to the change in   unrealized gains or losses relating to   assets still held at the reporting date	$	(539)	$	-	$	-	$	(539)	$	-	$	-	$	-	$	-
(Some amounts may not reconcile due to rounding.)

	Total Fixed Maturities, Fair Value
	Three Months Ended March 31, 2020				Three Months Ended March 31, 2019
	Foreign				Foreign
(Dollars in thousands)	Corporate		Total		Corporate		Total
Beginning balance fixed maturities at fair value	$	5,826	$	5,826	$	2,337	$	2,337
Total gains or (losses) (realized/unrealized)
Included in earnings		(1,123)		(1,123)		13		13
Included in other comprehensive income (loss)		-		-		-		-
Transfers in and/or (out) of Level 3		-		-		-		-
Ending balance	$	4,703	$	4,703	$	2,350	$	2,350
The amount of total gains or losses for the period   included in earnings (or changes in net assets)   attributable to the change in unrealized gains or   losses relating to assets still held at the   reporting date	$	-	$	-	$	-	$	-
(Some amounts may not reconcile due to rounding.)

The net transfers to/(from) level 3, fair value measurements using significant unobservable inputs for fixed maturities, market value were $0 thousand and $(2,458) thousand for the three months ended March 31, 2020 and 2019, respectively.  The transfers during 2019 were related to securities that were priced using investment managers as of December 31, 2018 and were subsequently priced by a recognized pricing service as of March 31, 2019.

19

The following table presents the activity under Level 3, fair value measurements using significant unobservable inputs by other invested assets, for the periods indicated: 

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Other invested assets, fair value:
Beginning balance	$	1,982,582	$	1,717,336
Total gains or (losses) (realized/unrealized)
Included in earnings		442,479		50,627
Included in other comprehensive income (loss)		-		-
Purchases, issuances and settlements		-		-
Transfers in and/or (out) of Level 3		-		-
Ending balance	$	2,425,061	$	1,767,963
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.)

6.  COMMITMENTS AND CONTINGENCIES

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

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

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

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

	At March 31,		At December 31,
(Dollars in thousands)	2020		2019
The Prudential	$	141,281	$	141,703
Unaffiliated life insurance company		33,116		35,082

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7.  COMPREHENSIVE INCOME (LOSS)

The following tables present the components of comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss) for the periods indicated: 

	Three Months Ended March 31, 2020
(Dollars in thousands)	Before Tax		Tax Effect		Net of Tax
Unrealized appreciation (depreciation) ("URA(D)") on securities - temporary	$	(223,770)		46,246	$	(177,524)
Reclassification of net realized losses (gains) included in net income (loss)		35,364		(7,478)		27,886
Foreign currency translation adjustments		(37,532)		7,899		(29,633)
Reclassification of amortization of net gain (loss) included in net income (loss)		1,165		(245)		920
Total other comprehensive income (loss)	$	(224,773)	$	46,422	$	(178,351)
(Some amounts may not reconcile due to rounding)

	Three Months Ended March 31, 2019
(Dollars in thousands)	Before Tax		Tax Effect		Net of Tax
Unrealized appreciation (depreciation) ("URA(D)") on securities - temporary	$	112,441	$	(23,730)	$	88,711
URA(D) on securities - OTTI		(332)		70		(262)
Reclassification of net realized losses (gains) included in net income (loss)		(1,532)		516		(1,016)
Foreign currency translation adjustments		12,110		(2,546)		9,564
Reclassification of amortization of net gain (loss) included in net income (loss)		1,457		(306)		1,151
Total other comprehensive income (loss)	$	124,144	$	(25,996)	$	98,148
(Some amounts may not reconcile due to rounding)

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

	Three Months Ended				Affected line item within the
	March 31,				statements of operations and
AOCI component	2020		2019		comprehensive income (loss)
(Dollars in thousands)
URA(D) on securities	$	35,364	$	(1,532)	Other net realized capital gains (losses)
		(7,478)		516	Income tax expense (benefit)
	$	27,886	$	(1,016)	Net income (loss)
Benefit plan net gain (loss)	$	1,165	$	1,457	Other underwriting expenses
		(245)		(306)	Income tax expense (benefit)
	$	920	$	1,151	Net income (loss)
(Some amounts may not reconcile due to rounding)

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

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Beginning balance of URA (D) on securities	$	124,612	$	(55,950)
Current period change in URA (D) of investments - temporary		(149,638)		87,695
Current period change in URA (D) of investments - non-credit OTTI		-		(262)
Ending balance of URA (D) on securities		(25,025)		31,483
Beginning balance of foreign currency translation adjustments		14,267		(2,886)
Current period change in foreign currency translation adjustments		(29,633)		9,564
Ending balance of foreign currency translation adjustments		(15,367)		6,678
Beginning balance of benefit plan net gain (loss)		(74,556)		(67,418)
Current period change in benefit plan net gain (loss)		920		1,151
Ending balance of benefit plan net gain (loss)		(73,635)		(66,267)
Ending balance of accumulated other comprehensive income (loss)	$	(114,027)	$	(28,106)

8.  COLLATERALIZED REINSURANCE AND TRUST AGREEMENTS

A subsidiary of the Company, Everest Re, has established a trust agreement, which effectively uses Everest Re’s investments as collateral, as security for assumed losses payable to non-affiliated ceding companies.  At March 31, 2020, the total amount on deposit in the trust account was $752,337 thousand.

On April 24, 2014, the Company entered into two collateralized reinsurance agreements with Kilimanjaro Re Limited (“Kilimanjaro”), a Bermuda based special purpose reinsurer, to provide the Company with catastrophe reinsurance coverage.  These agreements are multi-year reinsurance contracts, which cover specified named storm and earthquake events.  The first agreement provides up to $250,000 thousand of reinsurance coverage from named storms in specified states of the Southeastern United States.  The second agreement provides up to $200,000 thousand of reinsurance coverage from named storms in specified states of the Southeast, Mid-Atlantic and Northeast regions of the United States and Puerto Rico as well as reinsurance coverage from earthquakes in specified states of the Southeast, Mid-Atlantic, Northeast and West regions of the United States, Puerto Rico and British Columbia.  These reinsurance agreements expired in April 2018.

On November 18, 2014, the Company entered into a collateralized reinsurance agreement with Kilimanjaro to provide the Company with catastrophe reinsurance coverage. This agreement is a multi-year reinsurance contract which covers specified earthquake events.  The agreement provides up to $500,000 thousand of reinsurance coverage from earthquakes in the United States, Puerto Rico and Canada. These reinsurance agreements expired in November, 2019.

On December 1, 2015, the Company entered into two collateralized reinsurance agreements with Kilimanjaro to provide the Company with catastrophe reinsurance coverage.  These agreements are multi-year reinsurance contracts which cover named storm and earthquake events. The first agreement provides up to $300,000 thousand of reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico and Canada.  The second agreement provides up to $325,000 thousand of reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico and Canada.

On April 13, 2017, the Company entered into six collateralized reinsurance agreements with Kilimanjaro to provide the Company with annual aggregate catastrophe reinsurance coverage.  The initial three agreements are four year reinsurance contracts which cover named storm and earthquake events.  These agreements provide up to $225,000 thousand, $400,000 thousand and $325,000 thousand, respectively, of annual

22

aggregate reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico and Canada. The subsequent three agreements are five year reinsurance contracts which cover named storm and earthquake events.  These agreements provide up to $50,000 thousand, $75,000 thousand and $175,000 thousand, respectively, of annual aggregate reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico and Canada. 

On April 30, 2018, the Company entered into four collateralized reinsurance agreements with Kilimanjaro to provide the Company with catastrophe reinsurance coverage.  These agreements are multi-year reinsurance contracts which cover named storm and earthquake events. The first two agreements are four year reinsurance contracts which provide up to $62,500 thousand and $200,000 thousand, respectively, of annual aggregate reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico, the U.S. Virgin Islands and Canada.  The remaining two agreements are five year reinsurance contracts which provide up to $62,500 thousand and $200,000 thousand, respectively, of annual aggregate reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico, the U.S. Virgin Islands and Canada.

On December 12, 2019, the Company entered into four collateralized reinsurance agreements with Kilimanjaro to provide the Company with catastrophe reinsurance coverage.  These agreements are multi-year reinsurance contracts which cover named storm and earthquake events.  The first two agreements are four year reinsurance contracts which provide up to $150,000 thousand and $275,000 thousand, respectively, of annual aggregate reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico, the U.S. Virgin Islands and Canada.  The remaining two agreements are five year reinsurance contracts which provide up to $150,000 thousand and $275,000 thousand, respectively, of annual aggregate reinsurance coverage from named storms and earthquakes in the United State, Puerto Rico, the U.S. Virgin Islands and Canada.

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

Kilimanjaro has financed the various property catastrophe reinsurance coverages by issuing catastrophe bonds to unrelated, external investors.  On April 24, 2014, Kilimanjaro issued $450,000 thousand of notes (“Series 2014-1 Notes”). The $450,000 thousand of Series 2014-1 Notes were fully redeemed on April 30, 2018 and are no longer outstanding.  On November 18, 2014, Kilimanjaro issued $500,000 thousand of notes (“Series 2014-2 Notes”). The $450,000 thousand of Series 2014-2 Notes were fully redeemed in November 2019 and are no longer outstanding. On December 1, 2015, Kilimanjaro issued $625,000 thousand of notes (“Series 2015-1 Notes).  On April 13, 2017, Kilimanjaro issued $950,000 thousand of notes (“Series 2017-1 Notes) and $300,000 thousand of notes (“Series 2017-2 Notes). On April 30, 2018, Kilimanjaro issued $262,500 thousand of notes (“Series 2018-1 Notes”) and $262,500 thousand of notes (“Series 2018-2 Notes”). On December 12, 2019 Kilimanjaro issued $425,000 thousand of notes (“Series 2019-1 Notes”) and $425,000 thousand of notes (“Series 2019-2 Notes’”). The proceeds from the issuance of the Notes listed above are held in reinsurance trust throughout the duration of the applicable reinsurance agreements and invested solely in US government money market funds with a rating of at least “AAAm” by Standard & Poor’s. 

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9.  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. 

				March 31, 2020				December 31, 2019
				Consolidated				Consolidated
			Principal	Balance Sheet		Market		Balance Sheet		Market
(Dollars in thousands)	Date Issued	Date Due	Amounts	Amount		Value		Amount		Value
Senior notes	06/05/2014	06/01/2044	400,000	$	397,104	$	454,224	$	397,074	$	452,848

On June 5, 2014, Holdings issued $400,000 thousand of 30 year senior notes at 4.868%, which will mature on June 1, 2044. Interest will be paid semi-annually on June 1 and December 1 of each year. 

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

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Interest expense incurred	$	4,868	$	4,868

10.  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. 

March 31, 2020

December 31, 2019

Original

Consolidated

Consolidated

Principal

Maturity Date

Balance

Market

Balance

Market

(Dollars in thousands)

Date Issued

Amount

Scheduled

Final

Sheet Amount

Value

Sheet Amount

Value

Long term subordinated notes

04/26/2007

$

400,000

05/15/2037

05/01/2067

$

235,083

$

181,834

$

236,758

$

233,191

During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest was at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007.  During the floating rate interest period from May 15, 2017 through maturity, interest will be based on the 3 month LIBOR plus 238.5 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years.  Deferred interest will accumulate interest at the applicable rate compounded quarterly for periods from and including May 15, 2017.  The reset quarterly interest rate for February 18, 2020 to May 14, 2020 is 4.08%. 

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

The Company repurchased and retired $1,700 thousand of its outstanding long term subordinated notes during the three months ended March 31, 2020.  The Company realized a gain of $502 thousand from the repurchase of the long term subordinated notes.

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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
	March 31,
(Dollars in thousands)	2020		2019
Interest expense incurred	$	2,538	$	2,605

11.  FEDERAL HOME LOAN BANK MEMBERSHIP

Effective August 15, 2019, Everest Re became a member of the Federal Home Loan Bank (“FHLB”) organization, which allows Everest Re to borrow up to 10% of its statutory admitted assets.  As of March 31, 2020, Everest Re had admitted assets of approximately $12,879,681 thousand which provides borrowing capacity of up to approximately $1,287,968 thousand.  Through March 31, 2020, Everest Re had no borrowings through the FHLB.

12.  LEASES

Effective January 1, 2019, the Company adopted ASU 2016-02 and ASU 2018-11 which outline new guidance on the accounting for leases.  The Company enters into lease agreements for real estate that is primarily used for office space in the ordinary course of business.  These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease.  Most leases include an option to extend or renew the lease term.  The exercise of the renewal is at the Company’s discretion.  The operating lease liability includes lease payments related to options to extend or renew the lease term if the Company is reasonably certain of exercise those options.  The Company, in determining the present value of lease payments utilizes either the rate implicit in the lease if that rate is readily determinable or the Company’s incremental secured borrowing rate commensurate with terms of the underlying lease.

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

	Three Months Ended		Three Months Ended
	March 31,		March 31,
(Dollars in thousands)	2020		2019
Lease expense incurred:
Operating lease cost	$	7,248	$	4,562

	At March 31,		At December 31,
(Dollars in thousands)	2020		2019
Operating lease right of use assets	$	148,855	$	152,978
Operating lease liabilities		158,350		160,387

	Three Months Ended		Three Months Ended
	March 31,		March 31,
(Dollars in thousands)	2020		2019
Operating cash flows from operating leases	$	(4,357)	$	(4,304)

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	At March 31,		At December 31,
	2020		2019
Weighted average remaining operating lease term	12.8 years		12.8 years
Weighted average discount rate on operating leases	3.83	%	3.91	%

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

(Dollars in thousands)
Remainder of 2020	$	13,649
2021		15,844
2022		17,879
2023		17,450
2024		17,438
2025		14,430
Thereafter		111,609
Undiscounted lease payments		208,299
Less:  present value adjustment		49,949
Total operating lease liability	$	158,350

The amount of operating lease liabilities is not separately presented in the consolidated financial statements but is included in other liabilities.  Disclosures regarding minimum lease payments under previous lease accounting guidance can be found in the Company’s 2018 Form 10-K.

On July 2, 2019, the Company entered into a lease agreement to relocate its corporate offices from Liberty Corner, New Jersey to a corporate complex in Warren, New Jersey.  The new lease, which covers approximately 315,000 square feet of office space, will be effective October 1, 2019 and runs through 2036.  The initial base rent payment of the lease will be approximately $650 thousand per month or $7,800 thousand per year.  The Company expects to relocate the existing operations and employees of the Liberty Corner, New Jersey facility to the new corporate complex by 2021.

13.  SEGMENT REPORTING

The Reinsurance operation writes worldwide property and casualty reinsurance and specialty lines of business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies.  Business is written in the United States as well as through branches in Canada and Singapore.  The Insurance operation writes property and casualty insurance directly and through brokers, surplus lines brokers and general agents within the United States.

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. 

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
Reinsurance	March 31,
(Dollars in thousands)	2020		2019
Gross written premiums	$	1,308,194	$	1,153,111
Net written premiums		1,114,235		975,999
Premiums earned	$	1,007,034	$	897,278
Incurred losses and LAE		682,707		553,714
Commission and brokerage		260,901		236,965
Other underwriting expenses		29,847		24,056
Underwriting gain (loss)	$	33,579	$	82,543

	Three Months Ended
Insurance	March 31,
(Dollars in thousands)	2020		2019
Gross written premiums	$	666,771	$	531,771
Net written premiums		524,474		416,244
Premiums earned	$	486,970	$	373,176
Incurred losses and LAE		346,805		242,382
Commission and brokerage		62,203		51,253
Other underwriting expenses		71,361		54,326
Underwriting gain (loss)	$	6,601	$	25,215

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

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Underwriting gain (loss)	$	40,180	$	107,758
Net investment income		74,201		84,534
Net realized capital gains (losses)		256,867		135,056
Corporate expense		(3,721)		(1,651)
Interest, fee and bond issue cost amortization expense		(7,460)		(9,828)
Other income (expense)		(4,498)		(730)
Income (loss) before taxes	$	355,569	$	315,139

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

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Canada gross written premiums	$	63,637	$	39,050

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

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14.  RELATED-PARTY TRANSACTIONS

Parent

Group entered into a $300,000 thousand long term note agreement with Everest Re as of December 17, 2019. The note will pay interest annually at a rate of 1.69% and is scheduled to mature in December, 2028. This transaction is presented as a Note Receivable – Affiliated in the Consolidated Balance Sheet of Holdings. The Company recognized interest income related to the this long term note of $1,282 thousand and $0 thousand for the three months ended March 31, 2020 and 2019, respectively.

Group entered into a $250,000 thousand long term promissory note agreement with Holdings as of December 31, 2014.  The note was repaid in December 2018.

Group’s Board of Directors approved an amended share repurchase program authorizing Group and/or its subsidiary Holdings to purchase Group’s common shares through open market transactions, privately negotiated transactions or both.  The table below represents the amendments to the share repurchase program for the common shares approved for repurchase. 

	Common
	Shares
	Authorized for
Amendment Date	Repurchase
(Dollars in thousands)
09/21/2004	5,000,000
07/21/2008	5,000,000
02/24/2010	5,000,000
02/22/2012	5,000,000
05/15/2013	5,000,000
11/19/2014	5,000,000
	30,000,000

Holdings had purchased and held 9,719,971 Common Shares of Group, which were purchased in the open market between February 2007 and March 2011.

In December, 2015, Holdings transferred the 9,719,971 Common Shares of Group, which it held as other invested assets, at fair value, valued at $1,773,214 thousand, to Preferred Holdings, an affiliated entity and subsidiary of Group, in exchange for 1,773.214 preferred shares of Preferred Holdings with a $1,000 thousand par value and 1.75% annual dividend rate.  After the exchange, Holdings no longer holds any shares or has any ownership interest in Group. 

Holdings has reported the preferred shares in Preferred Holdings, as other invested assets, fair value, in the consolidated balance sheets with changes in fair value re-measurement recorded in net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss).  The following table presents the dividends received on the preferred shares of Preferred Holdings and on the Parent shares that are reported as net investment income in the consolidated statements of operations and comprehensive income (loss) for the period indicated. 

	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Dividends received on preferred stock of affiliate	$	7,758	$	7,758

Affiliated Companies

Effective December 31, 2018, Holdings entered into a $300,000 thousand long-term promissory note agreement with Bermuda Re.  The note was repaid in May, 2019.  This transaction was presented as a Note

28

Payable – Affiliated in the consolidated balance sheets of Holdings as of December 31, 2018.  Interest expense of $0 thousand and $2,303 thousand was recorded by Holdings for the three months ended March 31, 2020 and 2019, respectively. 

Effective October 1, 2018, Holdings Ireland made a capital contribution of Global Services, an affiliated entity, to Holdings.  Global Services had an equity value of $227,253 thousand at the time of contribution and that value is classified as additional paid in capital in the Company’s consolidated balance sheets.

Affiliates

The table below represents affiliated quota share reinsurance agreements ("whole account quota share") for all new and renewal business for the indicated coverage period: 

(Dollars in thousands)
						Single
		Percent		Assuming		Occurrence		Aggregate
Coverage Period	Ceding Company	Ceded		Company	Type of Business	Limit		Limit
01/01/2010-12/31/2010	Everest Re	44.0	%	Bermuda Re	property / casualty business	150,000		325,000
01/01/2011-12/31/2011	Everest Re	50.0	%	Bermuda Re	property / casualty business	150,000		300,000
01/01/2012-12/31/2014	Everest Re	50.0	%	Bermuda Re	property / casualty business	100,000		200,000
01/01/2015-12/31/2016	Everest Re	50.0	%	Bermuda Re	property / casualty business	162,500		325,000
01/01/2017-12/31/2017	Everest Re	60.0	%	Bermuda Re	property / casualty business	219,000		438,000
01/01/2010-12/31/2010	Everest Re- Canadian Branch	60.0	%	Bermuda Re	property business	350,000	(1)	-
01/01/2011-12/31/2011	Everest Re- Canadian Branch	60.0	%	Bermuda Re	property business	350,000	(1)	-
01/01/2012-12/31/2012	Everest Re- Canadian Branch	75.0	%	Bermuda Re	property / casualty business	206,250	(1)	412,500	(1)
01/01/2013-12/31/2013	Everest Re- Canadian Branch	75.0	%	Bermuda Re	property / casualty business	150,000	(1)	412,500	(1)
01/01/2014-12/31/2017	Everest Re- Canadian Branch	75.0	%	Bermuda Re	property / casualty business	262,500	(1)	412,500	(1)
01/01/2012-12/31/2017	Everest Canada	80.0	%	Everest Re-   Canadian Branch	property business	-		-
(1) Amounts shown are Canadian dollars.

Effective January 1, 2018, Everest Re entered into a twelve month whole account aggregate stop loss reinsurance contract (“stop loss agreement”) with Bermuda Re.  The stop loss agreement provides coverage for ultimate net losses on applicable net earned premiums above a retention level, subject to certain other coverage limits and conditions.  The stop loss agreement was renewed effective January 1, 2019. 

In addition, Everest Re entered into a property catastrophe excess of loss reinsurance contract with Bermuda Re, effective January 1, 2019.  The contract provides $100,000 thousand of reinsurance coverage for property catastrophe losses above certain attachment points. 

The table below represents loss portfolio transfer (“LPT”) reinsurance agreements whereby net insurance exposures and reserves were transferred to an affiliate. 

(Dollars in thousands)
Effective	Transferring	Assuming		% of Business or		Covered Period
Date	Company	Company		Amount of Transfer		of Transfer
10/01/2001	Everest Re  (Belgium Branch)	Bermuda Re		100	%	All years
10/01/2008	Everest Re	Bermuda Re	$	747,022		01/01/2002-12/31/2007
12/31/2017	Everest Re	Bermuda Re	$	970,000		All years

On December 31, 2017, the Company entered into a LPT agreement with Bermuda Re.  The LPT agreement covers subject loss reserves of $2,336,242 thousand for accident years 2017 and prior.  As a result of the LPT agreement, the Company transferred $1,000,000 thousand of cash and fixed maturity securities and transferred $970,000 thousand of loss reserves to Bermuda Re.  As part of the LPT agreement, Bermuda Re will provide an additional $500,000 thousand of adverse development coverage on the subject loss reserves. 

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The following tables summarize the premiums and losses ceded by the Company to Bermuda Re and Everest International, respectively, and premiums and losses assumed by the Company from Everest Canada and Lloyd’s syndicate 2786 for the periods indicated: 

	Three Months Ended
Bermuda Re	March 31,
(Dollars in thousands)	2020		2019
Ceded written premiums	$	30,500	$	51,473
Ceded earned premiums		30,500		52,524
Ceded losses and LAE		(22,159)		11,733

	Three Months Ended
Everest International	March 31,
(Dollars in thousands)	2020		2019
Ceded written premiums	$	-	$	-
Ceded earned premiums		-		-
Ceded losses and LAE		22		10

	Three Months Ended
Everest Canada	March 31,
(Dollars in thousands)	2020		2019
Assumed written premiums	$	236	$	-
Assumed earned premiums		39		-
Assumed losses and LAE		1,598		(1,601)

	Three Months Ended
Lloyd's Syndicate 2786	March 31,
(Dollars in thousands)	2020		2019
Assumed written premiums	$	(3,031)	$	(9,209)
Assumed earned premiums		(2,822)		(18,827)
Assumed losses and LAE		814		(7,918)

In 2013, Group established Mt. Logan Re, which is a Class 3 insurer based in Bermuda.  Mt. Logan Re then established separate segregated accounts for its business activity, which invest in a diversified set of catastrophe exposures.

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

	Three Months Ended
Mt. Logan Re Segregated Accounts	March 31,
(Dollars in thousands)	2020		2019
Ceded written premiums	$	95,350	$	63,223
Ceded earned premiums		79,855		44,822
Ceded losses and LAE		37,465		34,623
Assumed written premiums		-		-
Assumed earned premiums		-		-
Assumed losses and LAE		-		-

15.  RETIREMENT BENEFITS

The Company maintains both qualified and non-qualified defined benefit pension plans for its U.S. employees employed prior to April 1, 2010.  Generally, the Company computes the benefits based on average earnings over a period prescribed by the plans and credited length of service.  The Company’s non-qualified defined benefit pension plan provided compensating pension benefits for participants whose benefits have been

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curtailed under the qualified plan due to Internal Revenue Code limitations.  Effective January 1, 2018, participants of the Company’s non-qualified defined benefit pension plan may no longer accrue additional service benefits. 

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

Pension Benefits	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Service cost	$	4,011	$	2,276
Interest cost		2,483		2,930
Expected return on plan assets		(5,197)		(5,016)
Amortization of net (income) loss		1,213		1,601
Settlement charge		-		104
Net periodic benefit cost	$	2,510	$	1,895

Other Benefits	Three Months Ended
	March 31,
(Dollars in thousands)	2020		2019
Service cost	$	141	$	286
Interest cost		215		295
Amortization of prior service cost		(48)		(144)
Amortization of net (income) loss		-		-
Net periodic benefit cost	$	308	$	437
(Some amounts may not reconcile due to rounding.)

The service cost component of net periodic benefit costs is included within other underwriting expenses on the consolidated statement of operations and comprehensive income (loss).  In accordance with ASU 2017-07, other staff compensation costs are also primarily recorded within this line item. 

The Company did not make any contributions to the qualified pension benefit plan for the three months ended March 31, 2020 and 2019, respectively.

16.  INCOME TAXES

The Company is domiciled in the United States and has subsidiaries domiciled within the United States with significant branches in Canada and Singapore.  The Company’s non-U.S. branches are subject to income taxation at varying rates in their respective domiciles. 

The Company generally applies 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/loss to determine the income tax expense or benefit for the year-to-date period.  If the annual effective tax rate approach produces a year-to-date tax benefit which exceeds the amount which is estimated to be recoverable for the full year, then the tax benefit for the interim reporting period will be limited as prescribed under ASC 740-270 to the estimated recoverable based on the year-to-date result.  The tax expense or benefit for the quarter represents the difference between the year-to-date tax expense or benefit for the current year-to-date period less such amount for the immediately preceding year-to-date period. Management considers the impact of all known events in its estimation of the Company’s annual pre-tax income/loss and effective tax rate.

17.  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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18.   REVISIONS TO FINANCIAL STATEMENTS

In preparing third quarter 2019 financial statements, the Company identified errors in the handling of foreign exchange related to premium funds held from reinsureds.  Although management determined that the impact of the foreign exchange differences were not material to prior period financial statements, the impact of recording the cumulative difference would have significantly impacted results within the third quarter 2019.  As a result, prior period balances have been revised in the applicable financial statements and corresponding footnotes to correct the foreign exchange adjustments.

Management assessed the materiality of this change within prior period financial statements based upon SEC Staff Accounting Bulletin Number 99, Materiality, which is since codified in Accounting Standards Codification ("ASC") 250, Accounting Changes and Error Corrections. The prior period comparative financial statements that are presented herein have been revised.

The following tables present line items for prior period financial statements that have been affected by the revision. For these line items, the tables detail the amounts as previously reported, the impact upon those line items due to the revision, and the amounts as currently revised within the financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS	Three Months Ended March 31, 2019
AND COMPREHENSIVE INCOME (LOSS):	As Previously		Impact of
	Reported		Revisions		As Revised
(Dollars in thousands)
Revenues:
Other income (expense)		(1,214)		484		(730)
Total revenues	$	1,488,830	$	484	$	1,489,314
INCOME (LOSS) BEFORE TAXES	$	314,655	$	484	$	315,139
Income tax expense (benefit)		63,429		102		63,531
NET INCOME (LOSS)	$	251,226	$	382	$	251,608
COMPREHENSIVE INCOME (LOSS)	$	349,374	$	382	$	349,756

CONSOLIDATED STATEMENTS OF	Three Months Ended March 31, 2019
CHANGES IN STOCKHOLDER'S EQUITY	As Previously		Impact of
	Reported		Revisions		As Revised
(Dollars in thousands)
RETAINED EARNINGS:
Balance, January 1	$	4,070,604	$	(7,908)	$	4,062,696
Net income (loss)		251,226		382		251,608
Balance, March 31		4,321,830		(7,524)		4,314,306

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CONSOLIDATED STATEMENTS OF CASH FLOWS	Three Months Ended March 31, 2019
	As Previously		Impact of
	Reported		Revisions		As Revised
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	251,226	$	382	$	251,608
Decrease (increase) in funds held by reinsureds, net		(13,877)		(484)		(14,361)
Decrease (increase) in income taxes		94,631		102		94,733

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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, higher rates and stronger profits followed by periods of abundant capacity, lower rates and constrained profitability.  Competition in the types of reinsurance and insurance business that we underwrite is based on many factors, including the perceived overall financial strength of the reinsurer or insurer, ratings of the reinsurer or insurer by A.M. Best and/or Standard & Poor’s, underwriting expertise, the jurisdictions where the reinsurer or insurer is licensed or otherwise authorized, capacity and coverages offered, premiums charged, other terms and conditions of the reinsurance and insurance business offered, services offered, speed of claims payment and reputation and experience in lines written.  Furthermore, the market impact from these competitive factors related to reinsurance and insurance is generally not consistent across lines of business, domestic and international geographical areas and distribution channels. 

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

Worldwide insurance and reinsurance market conditions continued to be competitive. Generally, there was ample insurance and reinsurance capacity relative to demand, as well as, additional capital from the capital markets through insurance linked financial instruments.  These financial instruments such as side cars, catastrophe bonds and collateralized reinsurance funds, provide capital markets with access to insurance and reinsurance risk exposure.  The capital markets demand for these products is being primarily driven by the current low interest environment and the desire to achieve greater risk diversification and potentially higher returns on their investments.  This increased competition is generally having a negative impact on rates, terms and conditions; however, the impact varies widely by market and coverage. 

The industry is currently dealing with the impacts of a global pandemic, COVID-19.    Globally, many countries have mandated that their citizens remain at home and non-essential businesses have been physically closed.  We have closed our physical offices; however, we have activated our operational resiliency plan across our global footprint and all of our critical operations are functioning effectively from remote locations.  We continue to service and meet the needs of our clients while ensuring the safety and health of our employees and customers.

The pandemic has caused significant volatility in the global financial markets.  Interest rates plummeted, credit spreads widened and the equity markets lost value.  We saw our fixed maturity and equity portfolios decline in value; however, some of the declines reflected in our March 31, 2020 financial statements have already recovered in April.  Nevertheless, the lack of business activity may lead to an increase in bankruptcies and corresponding credit losses. Our other invested assets are comprised primarily of limited partnership investments.  The change in limited partnership values are generally recorded on a quarter lag, As a result, the impact on the limited partnership values during the first quarter volatility will not be reflected in our results until the second quarter of 2020.

There will also be a negative impact on the industry underwriting results. With the closing of non-essential businesses, there has been a significant decline in business activity.  To the extent that premiums are based on business activity, there will be a decline in premium volume.  Incurred losses from the pandemic will be impacted by the duration of the event and will vary by line of business and geographical location.  For the quarter ended March 31, 2020, our underwriting results include $35.7 million of estimated losses related to the pandemic.  We anticipate this pandemic could have a meaningful impact on our revenue, as well as net

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and operating income in future quarters as a result of reinsurance and insurance claims due to the pandemic and resulting macro-economic market conditions.

Many regulators have issued moratoriums on the cancellation of policies for the non-payment of premiums and also on non-renewals. We are complying with the various regulatory requests for accommodations to policyholders during this difficult period.  The moratoriums combined with the forced closure of businesses may lead to an increase in uncollectible premium expense.

Prior to the pandemic, there was a growing industry consensus that there was some firming of (re)insurance rates for the areas impacted by the recent catastrophes.  Rates also appeared to be firming in some of the casualty lines of business, particularly in the casualty lines that had seen significant losses such as excess casualty and directors’ and officers’ liability.  Other casualty lines were experiencing modest rate increase, while some lines such as workers’ compensation were experiencing softer market conditions. It is too early to tell what will be the impact on pricing conditions but it is likely to change depending on the line of business and geography.

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

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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 stockholder’s equity for the periods indicated: 

	Three Months Ended				Percentage
	March 31,				Increase/
(Dollars in millions)	2020		2019		(Decrease)
Gross written premiums	$	1,975.0	$	1,684.9	17.2%
Net written premiums		1,638.7		1,392.2	17.7%
REVENUES:
Premiums earned	$	1,494.0	$	1,270.5	17.6%
Net investment income		74.2		84.5	-12.2%
Net realized capital gains (losses)		256.9		135.1	90.2%
Other income (expense)		(4.5)		(0.7)	NM
Total revenues		1,820.6		1,489.3	22.2%
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		1,029.5		796.1	29.3%
Commission, brokerage, taxes and fees		323.1		288.2	12.1%
Other underwriting expenses		101.2		78.4	29.1%
Corporate expense		3.7		1.7	125.4%
Interest, fee and bond issue cost amortization expense		7.5		9.8	-24.1%
Total claims and expenses		1,465.0		1,174.2	24.8%
INCOME (LOSS) BEFORE TAXES		355.6		315.1	12.8%
Income tax expense (benefit)		38.9		63.5	-38.7%
NET INCOME (LOSS)	$	316.6	$	251.6	25.8%
RATIOS:					Point Change
Loss ratio		68.9%		62.7%	6.2
Commission and brokerage ratio		21.6%		22.7%	(1.1)
Other underwriting expense ratio		6.8%		6.1%	0.7
Combined ratio		97.3%		91.5%	5.8
(Dollars in millions)
Balance sheet data:
Total investments and cash	$	12,242.4	$	11,956.3	2.4%
Total assets		20,030.8		19,706.2	1.6%
Loss and loss adjustment expense reserves		10,271.2		10,209.5	0.6%
Total debt		632.2		633.8	-0.3%
Total liabilities		14,034.0		13,848.8	1.3%
Stockholder's equity		5,996.7		5,857.4	2.4%
(Some amounts may not reconcile due to rounding)
(NM, not meaningful)

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Revenues.

Premiums.  Gross written premiums increased by 17.2% to $1,975.0 million for the three months ended March 31, 2020, compared to $1,684.9 million for the three months ended March 31, 2019, reflecting a $135.0 million, or 25.4%, increase in our insurance business and a $155.1 million, or 13.4%, increase in our reinsurance business. The rise in insurance premiums was primarily due to increases in many lines of business, including property, casualty, energy, specialty lines and accident and health. The increase in reinsurance premiums was mainly due to the increase in treaty casualty writings, treaty property business and facultative business. Net written premiums increased by 17.7% to $1,638.7 million for the three months ended March 31, 2020, compared to $1,392.2 million for the three months ended March 31, 2019, which is consistent with the change in gross written premiums. Premiums earned increased by 17.6% to $1,494.0 million for the three months ended March 31, 2020, compared to $1,270.5 million for the three months ended March 31, 2019. 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.

Net Investment Income.Net investment income decreased 12.2% to $74.2 million for the three months ended March 31, 2020 compared with net investment income of $84.5 million for the three months ended March 31, 2019.  Net pre-tax investment income as a percentage of average invested assets was 2.6% and 3.1% for the three months ended March 31, 2020 and 2019, respectively. The decrease in income and yield was primarily the result of lower income from other invested assets, partially offset by higher income from our growing fixed maturity portfolio.

Net Realized Capital Gains (Losses).  Net realized capital gains were $256.9 million and $135.1 million for the three months ended March 31, 2020 and 2019, respectively.  The net realized capital gains of $256.9 million in 2020 were comprised of $319.7 million of gains from fair value re-measurements, partially offset by $50.7 million of losses from sales of investments and $12.1 million of allowances for credit losses. The net realized capital gains of $135.1 million in 2019 were comprised of $128.5 million of gains from fair value re-measurements and $8.9 million of gains from sales of investments, partially offset by $2.3 million of other-than-temporary impairments.

Other Income (Expense).  We recorded other expense of $4.5 million and $0.7 million for the three months ended March 31, 2020 and 2019, respectively. The change was primarily the result of fluctuations in foreign currency exchange rates. 

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 March 31,
	Current		Ratio %/		Prior		Ratio %/		Total		Ratio %/
(Dollars in millions)	Year		Pt Change		Years		Pt Change		Incurred		Pt Change
2020
Attritional	$	996.4	66.7%		$	(1.1)	-0.1%		$	995.3	66.6%
Catastrophes		30.0	2.0%			4.2	0.3%			34.2	2.3%
Total	$	1,026.4	68.7%		$	3.1	0.2%		$	1,029.5	68.9%
2019
Attritional	$	763.8	60.1%		$	-	0.0%		$	763.8	60.1%
Catastrophes		25.0	2.0%			7.3	0.6%			32.3	2.6%
Total	$	788.8	62.1%		$	7.3	0.6%		$	796.1	62.7%
Variance 2020/2019
Attritional	$	232.6	6.6	pts	$	(1.1)	(0.1)	pts	$	231.5	6.5	pts
Catastrophes		5.0	-	pts		(3.1)	(0.3)	pts		1.9	(0.3)	pts
Total	$	237.6	6.6	pts	$	(4.2)	(0.4)	pts	$	233.4	6.2	pts

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Incurred losses and LAE increased by 29.3% to $1,029.5 million for the three months ended March 31, 2020 compared to $796.1 million for the three months ended March 31, 2019, primarily due to an increase of $232.6 million in current year attritional losses, related primarily to $35.7 million of losses from the COVID-19 pandemic and the impact of the increase in premiums earned. The current year catastrophe losses of $30.0 million for the three months ended March 31, 2020 related to the Nashville tornadoes ($10.0 million), Australia East Coast storms ($10.0 million) and the Australia fires ($10.0 million). The current year catastrophe losses of $25.0 million for the three months ended March 31, 2019 related to the Townsville monsoon in Australia ($25.0 million).

Commission, Brokerage, Taxes and Fees.  Commission, brokerage, taxes and fees increased to $323.1 million for the three months ended March 31, 2020 compared to $288.2 million for the three months ended March 31, 2019. The increase was mainly due to the impact of the increases in premiums earned and changes in affiliated reinsurance agreements.

Other Underwriting Expenses. Other underwriting expenses increased to $101.2 million compared to $78.4 million for the three months ended March 31, 2020 and 2019, respectively. The increase was mainly due to changes in affiliated reinsurance agreements, impact of increases in premium earned and costs incurred to support the expansion of the insurance business. 

Corporate Expenses.Corporate expenses, which are general operating expenses that are not allocated to segments, have increased to $3.7 million from $1.7 million for the three months ended March 31, 2020 and 2019, respectively. The increase was mainly due to higher incentive compensation costs.

Interest, Fees and Bond Issue Cost Amortization Expense.  Interest, fees and other bond amortization expense was $7.5 million and $9.8 million for the three months ended March 31, 2020 and 2019, respectively. The decrease in expense was primarily due to interest expense on the $300.0 million affiliated loan agreement with Bermuda Re in 2019 and the movement in the floating interest rate related to the long term subordinated notes, which is reset quarterly per the note agreement. The floating rate was 4.1% as of March 31, 2020 compared to 5.1% as of March 31, 2019.

Income Tax Expense (Benefit).  We had an income tax expense of $38.9 million and $63.5 million for the three months ended March 31, 2020 and 2019, respectively. Income tax benefit or expense is primarily a function of the geographic location of the Company’s pre-tax income and the statutory tax rates in those jurisdictions.  The effective tax rate (“ETR”) is primarily affected by tax-exempt investment income, foreign tax credits and dividends. Variations in the ETR generally result from changes in the relative levels of pre-tax income, including the impact of catastrophe losses and net capital gains (losses), among jurisdictions with different tax rates.  The change in income tax expense (benefit) for the three months ended March 31, 2020compared to the three months ended March 31, 2019 was primarily due to estimated incurred losses from the COVID-19 pandemic and the impact from the Coronavirus Aid, Relief and Economic Securities Act (“the CARES Act”).

The CARES Act was passed by Congress and signed into law by the President on March 27, 2020 in response to the COVID-19 pandemic.  Among the provisions of the CARES Act was a special tax provision which allows companies to elect to carryback five years net operating losses incurred in the 2018, 2019 and/or 2020 tax years.  The Tax Cuts and Jobs Act of 2017 had eliminated net operating loss carrybacks for most companies. The Company determined that the special 5 year loss carryback tax provision provided a tax benefit of $31.0 million which it recorded in the quarter ended March 31, 2020.

Net Income (Loss).

Our net income was $316.6 million and $251.6 million, for the three months ended March 31, 2020 and 2019 respectively. The changes were primarily driven by the financial component fluctuations explained above. 

Ratios.

Our combined ratio increased by 5.8 points to 97.3% for the three months ended March 31, 2020 compared to 91.5% for the three months ended March 31, 2019. The loss ratio component increased by 6.2 points in 2020 over the same period last year mainly due to $35.7 million of losses, 2.4 points, related to the COVID-19 pandemic and changes in affiliated reinsurance agreements. The commission and brokerage ratio component decreased to 21.6% for the three months ended March 31, 2020 compared to 22.7% for the three months

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ended March 31, 2019, reflecting changes in affiliated reinsurance agreements and changes in the mix of business. The other underwriting expense ratio increased to 6.8% for the three months ended March 31, 2020 from 6.1% for the three months ended March 31, 2019, mainly due to the impact of changes in affiliated reinsurance contracts.

Stockholder's Equity.

Stockholder’s equity increased by $139.3 million to $5,996.7 million at March 31, 2020 from $5,857.4 million at December 31, 2019, principally as a result of $316.6 million of net income, $0.9 million of net benefit plan obligation adjustments and $0.9 million of cumulative adjustment from the adoption of ASU-2016-13, partially offset by $149.6 million of net unrealized depreciation on investments, net of tax, and $29.6 million of net foreign currency translation adjustments.

Consolidated Investment Results

Net Investment Income. 

Net investment income decreased by 12.2% to $74.2 million for the three months ended March 31, 2020 compared to $84.5 million for the three months ended March 31, 2019. The decrease in 2020 was primarily due to lower income from other invested assets, partially offset by higher income from our growing fixed maturity portfolio.

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

	Three Months Ended
	March 31,
(Dollars in millions)	2020		2019
Fixed maturities	$	74.1	$	67.1
Equity securities		1.6		1.4
Short-term investments and cash		1.6		2.7
Other invested assets
Limited partnerships		7.0		8.1
Dividends from preferred shares of affiliate		7.8		7.8
Other		(13.1)		3.0
Gross investment income before adjustments		79.0		90.0
Funds held interest income (expense)		3.2		2.9
Interest income from Parent		1.3		-
Gross investment income		83.5		92.9
Investment expenses		9.3		(8.4)
Net investment income	$	74.2	$	84.5
(Some amounts may not reconcile due to rounding.)

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

	At	At
	March 31,	December 31,
	2020	2019
Imbedded pre-tax yield of cash and invested assets	3.5%	3.5%
Imbedded after-tax yield of cash and invested assets	2.8%	2.8%

	Three Months Ended
	March 31,
	2020	2019
Annualized pre-tax yield on average cash and invested assets	2.6%	3.1%
Annualized after-tax yield on average cash and invested assets	2.1%	2.5%

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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 March 31,
(Dollars in millions)	2019		2018		Variance
Gains (losses) from sales:
Fixed maturity securities, market value
Gains	$	1.8	$	8.1	$	(6.3)
Losses		(22.8)		(4.7)		(18.1)
Total		(21.0)		3.4		(24.4)
Equity securities, fair value
Gains		2.6		5.7		(3.1)
Losses		(30.2)		(0.6)		(29.6)
Total		(27.6)		5.1		(32.7)
Other invested assets
Gains		3.0		0.4		2.6
Losses		(5.4)		-		(5.4)
Total		(2.4)		0.4		(2.8)
Short Term Investments:
Gains		0.1		-		0.1
Losses		-		-		-
Total		0.1		-		0.1
Total net realized gains (losses) from sales
Gains		7.5		14.2		(6.7)
Losses		(58.4)		(5.3)		(53.1)
Total		(50.7)		8.9		(59.6)
Allowances for credit losses:		(12.1)		-		(12.1)
Other than temporary impairments:		-		(2.3)		2.3
Gains (losses) from fair value adjustments:
Fixed maturities, fair value		(1.1)		-		(1.1)
Equity securities, fair value		(121.7)		77.8		(199.5)
Other invested assets, fair value		442.5		50.6		391.9
Total		319.7		128.5		191.2
Total net realized gains (losses)	$	256.9	$	135.1	$	121.8
(Some amounts may not reconcile due to rounding.)

Net Realized Capital Gains (Losses). Net realized capital gains were $256.9 million and $135.1 million for the three months ended March 31, 2020 and 2019, respectively. The net realized capital gains of $256.9 million for the three months ended March 31, 2020, were comprised of $319.7 million of gains from fair value re-measurements, partially offset by $50.7 million of losses from sales of investments and $12.1 million of allowances for credit losses. The net realized capital gains of $135.1 million for the three months ended March 31, 2019, were comprised of $128.5 million of gains from fair value re-measurements and $8.9 million of net gains from sales of investments, partially offset by $2.3 million of other-than-temporary impairments.

Segment Results.

The Reinsurance operation writes worldwide property and casualty reinsurance and specialty lines of business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies.  Business is written in the United States as well as through branches in Canada and Singapore.  The Insurance operation writes property and casualty insurance directly and through brokers, surplus lines brokers and general agents within the United States.

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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. 

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

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

Reinsurance.

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

	Three Months Ended March 31,
(Dollars in millions)	2020		2019		Variance		% Change
Gross written premiums	$	1,308.2	$	1,153.1	$	155.1	13.5%
Net written premiums		1,114.2		976.0		138.2	14.2%
Premiums earned	$	1,007.0	$	897.3	$	109.7	12.2%
Incurred losses and LAE		682.7		553.7		129.0	23.3%
Commission and brokerage		260.9		237.0		23.9	10.1%
Other underwriting expenses		29.8		24.1		5.7	23.7%
Underwriting gain (loss)	$	33.6	$	82.5	$	(48.9)	-59.3%
							Point Chg
Loss ratio		67.8%		61.7%			6.1
Commission and brokerage ratio		25.9%		26.4%			(0.5)
Other underwriting ratio		3.0%		2.7%			0.3
Combined ratio		96.7%		90.8%			5.9
(Some amounts may not reconcile due to rounding.)
(NM, not meaningful)

Premiums.Gross written premiums increased by 13.5% to $1,308.2 million for the three months ended March 31, 2020 from $1,153.1 million for the three months ended March 31, 2019 primarily due to increases in casualty writings and treaty property business. Net written premiums increased by 14.2% to $1,114.2 million for the three months ended March 31, 2020 compared to $976.0 million for the three months ended March 31, 2019, which is consistent with the change in gross written premiums. Premiums earned increased 12.2% to $1,007.0 million for the three months ended March 31, 2020 compared to $897.3 million for the three months ended March 31, 2019. 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.

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

	Three Months Ended March 31,
	Current		Ratio %/		Prior		Ratio %/		Total		Ratio %/
(Dollars in millions)	Year		Pt Change		Years		Pt Change		Incurred		Pt Change
2020
Attritional	$	654.7	65.0%		$	(0.6)	-0.1%		$	654.0	64.9%
Catastrophes		24.5	2.4%			4.2	0.4%			28.7	2.8%
Total segment	$	679.2	67.4%		$	3.5	0.3%		$	682.7	67.8%
2019
Attritional	$	522.1	58.2%		$	-	0.0%		$	522.1	58.2%
Catastrophes		25.0	2.8%			6.7	0.7%			31.7	3.5%
Total segment	$	547.1	61.0%		$	6.7	0.7%		$	553.7	61.7%
Variance 2020/2019
Attritional	$	132.6	6.8	pts	$	(0.6)	(0.1)	pts	$	131.9	6.7	pts
Catastrophes		(0.5)	(0.4)	pts		(2.5)	(0.3)	pts		(3.0)	(0.7)	pts
Total segment	$	132.1	6.4	pts	$	(3.1)	(0.4)	pts	$	129.0	6.1	pts

Incurred losses increased by 23.3% to $682.7 million for the three months ended March 31, 2020 compared to $553.7 million for the three months ended March 31, 2019.  The increase was primarily due to an increase of $132.6 million in current year attritional losses, primarily related to $20.0 million of losses from the COVID-19 pandemic and the impact of the increase in premiums earned. The current year catastrophe losses of $24.5 million for the three months ended March 31, 2020 primarily related to Australia East Coast storms ($10.0 million), Australia fires (10.0 million) and the Nashville tornadoes ($4.5 million). The $25.0 million of current year catastrophe losses for the three months ended March 31, 2019 related to the Townsville monsoon in Australia ($25.0 million).

Segment Expenses.  Commission and brokerage increased to $260.9 million for the three months ended March 31, 2020 compared to $237.0 million for the three months ended March 31, 2019. The increase was mainly due to the impact of the increase in premiums earned. Segment other underwriting expenses increased to $29.8 million for the three months ended March 31, 2020 from $24.1 million for the three months ended March 31, 2019, mainly due to the impact of the increase in premiums earned and changes in affiliated reinsurance agreements.

Insurance.

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

	Three Months Ended March 31,
(Dollars in millions)	2020		2019		Variance		% Change
Gross written premiums	$	666.8	$	531.8	$	135.0	25.4%
Net written premiums		524.5		416.2		108.3	26.0%
Premiums earned	$	487.0	$	373.2	$	113.8	30.5%
Incurred losses and LAE		346.8		242.4		104.4	43.1%
Commission and brokerage		62.2		51.3		10.9	21.2%
Other underwriting expenses		71.4		54.3		17.1	31.5%
Underwriting gain (loss)	$	6.6	$	25.2	$	(18.6)	-73.8%
							Point Chg
Loss ratio		71.2%		65.0%			6.2
Commission and brokerage ratio		12.8%		13.7%			(0.9)
Other underwriting ratio		14.6%		14.5%			0.1
Combined ratio		98.6%		93.2%			5.4
(Some amounts may not reconcile due to rounding.)
(NM, not meaningful)

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Premiums.Gross written premiums increased by 25.4% to $666.8 million for the three months ended March 31, 2020 compared to $531.8 million for the three months ended March 31, 2019.  This increase was related to most lines of business including casualty, property, energy, specialty lines and accident and health.  Net written premiums increased by 26.0% to $524.5 million for the three months ended March 31, 2020 compared to $416.2 million for the three months ended March 31, 2019, which is consistent with the change in gross written premiums. Premiums earned increased 30.5% to $487.0 million for the three months ended March 31, 2020 compared to $373.2 million for the three months ended March 31, 2019. The change in premiums earned is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

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

	Three Months Ended March 31,
	Current		Ratio %/		Prior		Ratio %/		Total		Ratio %/
(Dollars in millions)	Year		Pt Change		Years		Pt Change		Incurred		Pt Change
2020
Attritional	$	341.8	70.2%		$	(0.5)	-0.1%		$	341.3	70.1%
Catastrophes		5.5	1.1%			-	0.0%			5.5	1.1%
Total segment	$	347.3	71.3%		$	(0.5)	-0.1%		$	346.8	71.2%
2019
Attritional	$	241.8	64.8%		$	-	0.0%		$	241.8	64.8%
Catastrophes		-	0.0%			0.6	0.2%			0.6	0.2%
Total segment	$	241.8	64.8%		$	0.6	0.2%		$	242.4	65.0%
Variance 2020/2019
Attritional	$	100.0	5.4	pts	$	(0.5)	(0.1)	pts	$	99.5	5.3	pts
Catastrophes		5.5	1.1	pts		(0.6)	(0.2)	pts		4.9	0.9	pts
Total segment	$	105.5	6.5	pts	$	(1.1)	(0.3)	pts	$	104.4	6.2	pts

Incurred losses and LAE increased by 43.1% to $346.8 million for the three months ended March 31, 2020 compared to $242.4 million for the three months ended March 31, 2019, mainly due to an increase of $100.0 million in current year attritional losses, resulting from $15.7 million of losses from the COVID-19 pandemic, the impact of the increase in premiums earned and an increase of $5.5 million in current year catastrophe losses.  The current year catastrophe losses for the three months ended March 31, 2020 of $5.5 million related to the Nashville tornadoes ($5.5 million). There were no catastrophe losses for the three months ended March 31, 2019.

Segment Expenses.Commission and brokerage increased to $62.2 million for the three months ended March 31, 2020 compared to $51.3 million for the three months ended March 31, 2019. The increase was mainly due to the impact of the increase in premiums earned. Segment other underwriting expenses increased to $71.4 million for the three months ended March 31, 2020 compared to $54.3 million for the three months ended March 31, 2019. The increase was mainly due to the impact of the increase in premiums earned and expenses related to the continued build out of the insurance business.

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. 

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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 $12.2 billion investment portfolio, at March 31, 2020, 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 $996.1 million of mortgage-backed securities in the $7,501.5 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 $324.9 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 estimate on mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account.  For legal entities with 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 March 31, 2020
(Dollars in millions)	-200		-100		-		100		200
Total Market/Fair Value	$	8,362.9	$	8,094.7	$	7,826.4	$	7,558.0	$	7,289.9
Market/Fair Value Change from Base (%)		6.9%		3.4%		0.0%		-3.4%		-6.9%
Change in Unrealized Appreciation
After-tax from Base ($)	$	423.8	$	211.9	$	-	$	(212.0)	$	(423.8)

We had $10,271.2 million and $10,209.5 million of gross reserves for losses and LAE as of March 31, 2020 and December 31, 2019, 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 that is reasonably consistent with our fixed income portfolio.

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. 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.

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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 periods indicated. 

	Impact of Percentage Change in Equity Fair/Market Values
	At March 31, 2020
(Dollars in millions)	-20%		-10%		0%		10%		20%
Fair/Market Value of the Equity Portfolio	$	462.8	$	520.7	$	578.5	$	636.4	$	694.2
After-tax Change in Fair/Market Value		(91.4)		(45.7)		-		45.7		91.4

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. (“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 Singapore and Canadian Dollars.  We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our corresponding operating liabilities.  In accordance with FASB guidance, the impact on the market value of available for sale fixed maturities due to changes in foreign currency exchange rates, in relation to functional currency, is reflected as part of other comprehensive income.  Conversely, the impact of changes in foreign currency exchange rates, in relation to functional currency, on other assets and liabilities is reflected through net income as a component of other income (expense).  In addition, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar.  This translation amount is reported as a component of other comprehensive income. 

SAFE HARBOR DISCLOSURE

This report contains forward-looking statements within the meaning of the U.S. federal securities laws.  We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws.  In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”.  Forward-looking statements contained in this report include information regarding our reserves for losses and LAE, the CARES Act, the impact of the TCJA, the adequacy of our provision for uncollectible balances, estimates of our catastrophe exposure, the effects of catastrophic and pandemic events on our financial statements and the ability of our subsidiaries to pay dividends.  Forward-looking statements only reflect our expectations and are not guarantees of performance.  These statements involve risks, uncertainties and assumptions.  Actual events or results may differ materially from our expectations.  Important factors that could cause our actual events or results to be materially different from our expectations include those discussed under the caption ITEM 1A, “Risk Factors” in the Company’s most recent 10-K filing.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Instruments.  See “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 we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Our

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management, with the participation of the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, there has been no such change during the quarter covered by this report. 

PART II

ITEM 1.  LEGAL PROCEEDINGS

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

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

ITEM 1A.  RISK FACTORS

No material changes.

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

None.

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 Juan C. Andrade
31.2	Section 302 Certification of Craig Howie
32.1	Section 906 Certification of Juan C. Andrade 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 Reinsurance Holdings, Inc.

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 Reinsurance Holdings, Inc.
	(Registrant)
	/S/ CRAIG HOWIE
	Craig Howie
	Executive Vice President and
		Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)
Dated:  May 15, 2020

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