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Always do right.
This will gratify some people
and astonish the rest.
—Mark Twain—
W. R. BERKLEY CORPORATION
475 Steamboat Road Greenwich, CT 06830
203.629.3000 www.berkley.com
@WRBerkleyCorp
©Copyright 2019 W. R. Berkley Corporation.
All rights reserved.
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W. R. BERKLEY CORPORATION
2018 ANNUAL REPORT
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The culture of our Company
CONTENTS
FINANCIAL HIGHLIGHTS
OUR BUSINESS
LETTER TO OUR SHAREHOLDERS
02
06
SEGMENT OVERVIEW
INVESTMENTS
FORM 10-K
14
16
09
17
OPERATING UNITS
BOARD OF DIRECTORS & OFFICERS
CORPORATE INFORMATION
141
150
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ANNUAL MEETING
The Annual Meeting of Stockholders of W. R. Berkley
Corporation will be held at 1:00 p.m. on June 6, 2019 at the
offices of W. R. Berkley Corporation, 475 Steamboat Road,
Greenwich, Connecticut 06830.
SHARES TRADED
Common Stock of W. R. Berkley Corporation is traded on
the New York Stock Exchange.
Symbol: WRB
TRANSFER AGENT AND REGISTRAR
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, Minnesota 55120-4100
Tel: (800) 468 9716
www.shareowneronline.com
WEBSITE
For additional information, including press releases, visit
our website at: www.berkley.com
Follow us on Twitter @WRBerkleyCorp
AUDITORS
KPMG LLP, New York, New York
OUTSIDE COUNSEL
Willkie Farr & Gallagher LLP, New York, New York
The W. R. Berkley Corporation 2018 Annual Report editorial
sections are printed on recycled paper made from fiber sourced
from well-managed forests and other controlled wood sources
and is independently certified to the Forest Stewardship Council™
(FSC®) standards.
© Copyright 2019 W. R. Berkley Corporation. All rights reserved.
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emphasizes that everything we do
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The culture of a successful business enterprise requires
many things. Among the most important elements is a
committed workforce—people who share a vision, not just
for the business’s operating objectives, but for how it serves its
clients and where it fits into society.
The Company and its employees are committed to helping
society as a whole. Our charitable activities focus on health,
education and, in general, assisting others. We believe that at
times, the experience of giving back may benefit the donor as
much as the recipient.
This annual report shows some examples of the not-for-profit
activities that our Company and our employees support. For
inclusion here, we have only been able to select a few of
the many organizations that we give our time and money to,
but many others are shown in our online highlights at:
highlights.wrberkley.com/2018charities.
We hope all of the shareholders of W. R. Berkley Corporation
are proud of the good the many members of our team do
every day in support of their communities in which they live.
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 01
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and every person who participates
and every person who participates
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2018 FINANCIAL HIGHLIGHTS
2018 FINANCIAL HIGHLIGHTS
By taking advantage of challenging opportunities and bringing
By taking advantage of challenging opportunities and bringing
together talented people and capital, we feel confident we will
together talented people and capital, we feel confident we will
be able to continue to deliver outstanding returns.
be able to continue to deliver outstanding returns.
COMBINED RATIO
COMBINED RATIO
Averaged 94.7% over the past 5 years.
Averaged 94.7% over the past 5 years.
TOTAL REVENUES
TOTAL REVENUES
Increased 20% over the past 5 years.
Increased 20% over the past 5 years.
95.3%
95.3%
RETURN ON STOCKHOLDERS' EQUITY
RETURN ON STOCKHOLDERS' EQUITY
Averaged 12.4% over the past 5 years.
Averaged 12.4% over the past 5 years.
11.8%
11.8%
$7.7B
$7.7B
TOTAL RETURN
TOTAL RETURN
Growth in stock price plus dividends outpaced
Growth in stock price plus dividends outpaced
the -4.4% S&P 500® total return in 2018.
the -4.4% S&P 500® total return.
6.2%
6.2%
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ACCESS TO HIGHER
EDUCATION
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20+ EVENTS
More than 20 events were held throughout the year to support fundraising and build
awareness for the work of Kidsʼ Chance.
Berkley and its member companies are
proud supporters of Kidsʼ Chance of
America and its local state chapters.
Kidsʼ Chance provides educational opportunities and scholarships for the children of
workers seriously injured or killed on the job. Team members from many of our Berkley
companies, including Key Risk, Berkley Net, Berkley Industrial Comp, Berkley Accident
& Health and Berkley Mid-Atlantic Group, serve as board representatives for local
chapters and host fundraising events from bake sales to game shows, chili contests to
penny wars, annual golf tournaments to run/walks, a wine tasting event, and even an
attempt at karaoke. Kidsʼ Chance believes that by investing in our children’s future, we
can provide them with the tools and opportunities to be successful in the workplace, so
that they can make a difference in their own and in other peopleʼs lives—and so do we!
Being able to watch them earn
their degree and start their
adult lives is amazing.
— Kimberly H., Senior Claims Representative
(South Carolina), Key Risk
Nothing is more rewarding than
receiving a letter from a child/
scholarship recipient who says,
‘I could not have attended
school without the support of
Kidsʼ Chance of Virginia.’
— John B., Senior Vice President - Claims, Berkley Net
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is important to our enterprise, and
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At-a-Glance
TOTAL REVENUES
(dollars in billions)
7.7
7.7
7.7
7.1
7.2
INVESTMENTS
Market Value (dollars in billions)
15.6
15.4
16.6
17.5
17.7
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RESERVES FOR LOSSES
AND LOSS EXPENSES
(dollars in billions)
10.4
10.7
11.2
11.7
12.0
COMMON STOCKHOLDERS' EQUITY*
(dollars in billions)
5.4
5.4
5.0
4.6
4.6
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2018
* Net of $1.3 billion in special dividends and shares repurchased
from 2014-2018
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that always doing the right thing
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Selected Financial Data
In thousands, except per share data
Years ended December 31,
2014
2015
2016
2017
2018
Total revenues
Net premiums written
Net investment income
Net realized and unrealized gains on investments*
254,852
Insurance service fees
117,443
Net income to common stockholders
648,884
503,694
$7,128,928
$7,206,457
$7,654,184
$7,684,764
$7,691,651
5,996,947
6,189,515
6,423,913
6,260,508
6,433,227
600,885
512,645
125,663
139,440
564,163
285,119
138,944
601,916
575,788
674,235
335,858
154,488
134,729
117,757
549,094
649,749
NET INCOME PER COMMON SHARE
Basic
Diluted
3.38
3.24
2.71
2.58
3.27
3.12
2.93
2.84
3.37
3.33
Return on common stockholders’ equity
15.0%
11.0%
13.1%
10.9%
11.8%
AT YEAR END
Total assets
Total investments
$21,716,691
$21,730,967
$23,364,844
$24,299,917
$24,926,845
15,591,824
15,351,467
16,649,792
17,450,508
17,723,089
Reserves for losses and loss expenses
10,369,701
10,669,150
11,197,195
11,670,408
11,966,448
Common stockholders’ equity
4,589,945
4,600,246
5,047,208
5,411,343
5,437,851
Common shares outstanding
190,124
184,962
Common stockholders’ equity per share
24.14
24.87
181,791
27.76
182,272
182,994
29.69
29.72
Per share data and common shares outstanding have been adjusted for the 3-for-2 common stock split effected on April 2, 2019.
* For 2018, includes net realized gains on investment sales of $480 million, reduced by a change in unrealized gains on equity securities of $320 million. The inclusion of change in unrealized
gains on equity securities within net income commenced January 1, 2018 due to our adoption of ASU 2016-01.
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BUILDING HOPE
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3 HOUSES
3 HOUSES
Constructing hope with 3 houses, 1 office space and 1 community improvement day.
Constructing hope with 3 houses, 1 office space and 1 Community improvement day.
Building homes for those in need offers
Building homes for those in need offers
ways for everyone to participate.
ways for everyone to participate.
Berkley team members at a number of our operating units, including Berkley Industrial
Berkley team members at a number of our operating units, including Berkley Industrial
Comp and Berkley One, partnered with Habitat for Humanity and spent time organizing,
Comp and Berkley One, partnered with Habitat for Humanity and spent time organizing,
building homes, painting office space and helping out with community improvements
building homes, painting office space and helping out with community improvements
across the country.
across the country.
Nothing feels as good as
Nothing feels as good as
giving to others who need it.
giving to others who need it.
Uniting together to help
Uniting together to help
others brings us closer as
others brings us closer as
colleagues, sets the stage
colleagues, sets the stage
for our culture and enriches
for our culture and enriches
our communities.
our communities.
— Frances B., Inside Sales Manager, Berkley One
— Frances B., Inside Sales Manager, Berkley One
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is the cornerstone of our success
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Relative Stock Price Performance vs. the S&P 500®
CUMULATIVE GROWTH:
■ W. R. Berkley Corporation
24,573%
■ S&P 500®
2,470%
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Our values and principles are
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OUR BUSINESS
Today, as yesterday and tomorrow, the combined expertise of
underwriting, risk management, claims handling and investing
will deliver outstanding risk-adjusted returns.
Insurance
The Insurance units underwrite predominately commercial insurance
business, including excess and surplus lines and admitted lines, and
specialty personal lines, throughout the United States, as well as insurance
business in the United Kingdom, Continental Europe, South America, Canada,
Scandinavia, Australia, Asia and Mexico.
2018 RESULTS
Total revenues were:
$6.5B
Pre-tax income was:
$856M
Reinsurance
The Reinsurance units write reinsurance business on a facultative and treaty
basis, primarily in the United States, United Kingdom, Continental Europe,
Australia, the Asia-Pacific Region and South Africa.
2018 RESULTS
Total revenues were:
Pre-tax income was:
$601M
$62M
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THE SPIRIT OF
GENEROSITY
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230 GINGERBREAD HOUSES
230 GINGERBREAD HOUSES
Over the past 15 years, our employees have created 230 gingerbread houses and raised
Over the past 15 years, our employees have created 230 gingerbread houses and raised
more than $2.3 million for over 100 different charitable organizations.
more than $2.3 million for over 100 different charitable organizations.
Berkley employees spread holiday
Berkley employees spread holiday
cheer with Gingerbread House Auction.
cheer with Gingerbread House Auction
More than four decades ago, our employees gathered to celebrate the holidays and
More than four decades ago, our employees gathered to celebrate the holidays and
enjoy the success of our Company. It was a wonderful event, but something was lacking.
enjoy the success of our Company. It was a wonderful event, but something was lacking.
From that moment forward, we determined that the best way to enjoy our success was to
From that moment forward, we determined that the best way to enjoy our success was to
give back to the community. So, we set about creating a “gingerbread house auction” that
give back to the community. So, we set about creating a “gingerbread house auction” that
would enable our employees to raise money for the charities that meant the most to them.
would enable our employees to raise money for the charities that meant the most to them.
Now, each year our employees create beautiful works of edible art to be auctioned off
Now, each year our employees create beautiful works of edible art to be auctioned off
to the highest bidder at our annual holiday party. The bidder represents a coalition of
to the highest bidder at our annual holiday party. The bidder represents a coalition of
employees who have banded together to raise money for a particular charity and the
employees who have banned together to raise money for a particular charity and the
funds raised are matched by the W. R. Berkley Corporation Charitable Foundation.
funds raised are matched by the W. R. Berkley Corporation Charitable Foundation.
The gingerbread houses are then donated to local hospitals, and other community
The gingerbread houses are then donated to local hospitals, and other community
service-based organizations to spread holiday cheer throughout the community.
service-based organizations to spread holiday cheer throughout the community.
Our holiday party is a special
Our holiday party is a special
event, because it focuses on
event, because it focuses on
whatʼs really important and
whatʼs really important and
captures the true meaning
captures the true meaning
of the season—giving.
of the season—giving.
— Nina T., Senior Communications Specialist,
— Nina T., Senior Communications Specialist,
W. R. Berkley Corporation
W. R. Berkley Corporation
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demonstrated every day at each of
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Our Company
W. R. Berkley Corporation, founded in 1967, is one of the nation’s premier commercial lines
property casualty insurance providers. Each of the Berkley Companies, or operating units,
within Berkley participates in a niche market requiring specialized knowledge about
a territory or product.
Our competitive advantage lies in our long-term strategy of decentralized operations,
allowing each of our units to identify and respond quickly and effectively to changing
market conditions and local customer needs. This decentralized structure provides
financial accountability and incentives to local management and enables us to attract
and retain the highest caliber professionals. We have the expertise and resources to
utilize our strengths in the present environment, and the flexibility to anticipate, innovate
and respond to whatever opportunities and challenges the future may hold.
HOW ARE WE DIFFERENT
RISK-ADJUSTED RETURNS
RESPONSIBLE FINANCIAL PRACTICES
Management company-wide is focused on
Risk exposures are managed proactively. A strong
obtaining the best potential returns with a real
balance sheet, including a high-quality investment
understanding of the amount of risk being
portfolio, ensures ample resources to grow the
assumed. Superior risk-adjusted returns are
business profitably whenever there are opportunities
generated over the insurance cycle.
ACCOUNTABILITY
to do so.
TRANSPARENCY
The business is operated with an ownership
Consistent and objective standards are used to
perspective and a clear sense of fiduciary
measure performance—and, the same standards
responsibility to shareholders.
are used regardless of the environment.
PEOPLE-ORIENTED STRATEGY
New businesses are started when opportunities
are identified and, most importantly, when the right
talent is found to lead a business. Of the Company’s
53 operating units, 46 were developed internally
and seven were acquired.
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 07
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our operating units in the way we
W. R. Berkley Corporation’s Performance vs. the S&P 500®
ANNUAL PERCENTAGE CHANGE
In Per-Share Book Value of W. R. Berkley Corporation with Dividends Included
In S&P 500® with Dividends Included
Relative Results
Year
1974
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Average Annual Gain — 1974–2018
Overall Gain — 1973–2018
Overall gain 1973–2018 with dividends compounded = 66,327%
■ W. R. Berkley Corporation ■ S&P 500®
(1)
50.0%
12.5%
29.6%
28.6%
24.4%
18.2%
9.4%
14.5%
-9.0%
-11.6%
-16.9%
59.6%
106.8%
23.5%
22.5%
13.2%
7.8%
20.8%
13.5%
16.7%
-10.8%
34.5%
7.9%
15.9%
1.9%
-18.1%
17.1%
7.6%
31.2%
26.7%
25.6%
21.9%
30.1%
16.3%
-4.1%
23.3%
15.4%
12.2%
14.8%
4.8%
14.8%
4.3%
15.7%
10.6%
4.8%
16.9%
60,675%
66,000%
44,000%
22,000%
0%
(2)
-26.4%
37.2%
23.6%
-7.4%
6.4%
18.2%
32.3%
-5.0%
21.4%
22.4%
6.1%
31.6%
18.6%
5.1%
16.6%
31.7%
-3.1%
30.5%
7.6%
10.1%
1.3%
37.6%
23.0%
33.4%
28.6%
21.0%
-9.1%
-11.9%
-22.1%
28.7%
10.9%
4.9%
15.8%
5.5%
-37.0%
26.5%
15.1%
2.1%
16.0%
32.4%
13.7%
1.4%
12.0%
21.8%
-4.4%
12.1%
9,448%
(1)-(2)
76.4%
-24.7%
6.0%
36.0%
18.0%
0.0%
-22.9%
19.5%
-30.4%
-34.0%
-23.0%
28.0%
88.2%
18.4%
5.9%
-18.5%
10.9%
-9.7%
5.9%
6.6%
-12.1%
-3.1%
-15.1%
-17.5%
-26.7%
-39.1%
26.2%
19.5%
53.3%
-2.0%
14.7%
17.0%
14.3%
10.8%
32.9%
-3.2%
0.3%
10.1%
-1.2%
-27.6%
1.1%
3.0%
3.7%
-11.2%
9.2%
4.8%
66,327%
1974
1976
1978
1980
1982
1984
1986
1988
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008
2010
2012
2014
2016
2018
Notes: W. R. Berkley Corporation’s book value per share has been adjusted for stock dividends paid from 1975 to 1983. Stock dividends were 6% in each year from 1975 to 1978,
14% in 1979, and 7% in each year from 1980 to 1983. The Company has paid cash dividends each year since 1978.
08 W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT
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PRESERVING THE
ECOSYSTEM
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2.5 MILES OF CLEAN UP
2.5 MILES OF CLEAN UP
Seven employee volunteers aided the Friends of the Creeks effort to clean up 2.5 miles
Seven employee volunteers aided the Friends of the Creeks effort to clean up 2.5 miles
of creek channels in Walnut Creek.
of creek channels in Walnut Creek.
Associates at Preferred Employers
Associates at Preferred Employers
participated in creek restoration work in
participated in creek restoration work in
Walnut Creek.
Walnut Creek.
Friends of the Creeks is an advocate for creek-friendly policies and projects that not only
Friends of the Creeks is an advocate for creek-friendly policies and projects that not only
enhance the natural ecosystem functions of the corridor of wetlands adjacent to Walnut
enhance the natural ecosystem functions of the corridor of wetlands adjacent to Walnut
Creek, but also create enjoyable amenities. Our Walnut Creek team joined together for
Creek, but also create enjoyable amenities. Our Walnut Creek team joined together for
some rewarding work, camaraderie and a brief talk about creek ecology; donating their
some rewarding work, camaraderie and a brief talk about creek ecology; donating their
time to help rebuild creek structures, restorate habitats and raise awareness, while creating
time to help rebuild creek structures, restore habitats and raise awareness, while creating
enjoyable amenities for the public.
enjoyable amenities for the public.
The event was not just a way
The event was not just a way
to give back to the community
to give back to the community
in a small way, but it was really
in a small way, but it was really
nice to have the camaraderie
nice to have the camaraderie
with my co-workers and
with my co-workers and
learn something about our
learn something about our
local environment.
local environment.
Remember that the happiest
Remember that the happiest
people are not those getting
people are not those getting
more, but those giving more.
more, but those giving more.
— Claudia H., Major Case Claims Examiner,
— Claudia H., Major Case Clams Examiner,
— Martha D., Claims Litigation Specialist,
— Martha D., Claims Litigation Specialist,
Preferred Employers
Preferred Employees
Preferred Employers
Preferred Employees
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conduct our business, engage with
TO OUR SHAREHOLDERS,
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(left to right) W. Robert Berkley, Jr., President and Chief Executive Officer and William R. Berkley, Executive Chairman
Once again, 2018 was a year of strong performance for the
Company. In an environment filled with uncertainty and
volatility, we achieved more than satisfactory results. While we
are not immune to the impact of catastrophe losses, we again
demonstrated our ability to manage volatility. We are acutely
conscious of this imperative in both our underwriting and
investing activities, and remain focused on delivering superior
risk-adjusted returns.
Given the low interest rate environment and this desire to manage risk, several years ago we made the
decision to shorten the duration while maintaining the quality of our investment portfolio. And although the
vast majority of our assets are still invested in bonds, we also further expanded our allocation of funds to
alternative asset classes. These decisions enabled us to improve our investment returns, while mitigating the
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 09
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our team members and give back to
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impact of mark-to-market on our balance sheet and
grow book value per share. Capital management is
also of paramount importance and a key component
of optimizing risk-adjusted returns. We have and
will continue to actively manage our capital through
share buybacks and special dividends, always being
mindful of maintaining the appropriate amount
of capital employed in our business. Our first
responsibility is to our shareholders; however, we
exist as part of a greater society and have always
believed in being supportive of the communities that
we are a part of, focusing on doing the right thing. In
the long run, we do this because our enterprise and
all its stakeholders benefit.
We manage our business with a long-term
perspective that has increasingly become a
differentiator when compared to how many
other public companies are managed today. This
perspective comes about, in part, because all of
our senior managers are substantial shareholders,
as are our directors, and the vast majority of
our employees own our stock. While we are
conscious of short-term results, we are unwilling
to compromise our future. We manage the
business for long-term investors who want to be
our partners. This approach is not just embraced
by our senior management and our Board, but is
reflective of the culture and values of our more
than 7,000 employees. They have a long-term time
horizon and understand that our model of starting
businesses rather than buying companies may
come at a short-term cost, but it is what builds
our future. We are always willing to invest a dollar
today if we are confident in our ability to generate
We are always willing to
invest a dollar today if we are
confident in our ability to
generate an appropriate future
benefit to shareholders.
an appropriate future benefit to shareholders. We
are willing to invest in assets that may not reflect
well on reported earnings, but fit in well with the
overall goal of creating value. Every decision we
make is viewed with that long-term perspective
and a focus on strong risk-adjusted returns.
When managing an enterprise for the long term,
our perspective must be a little different. The
management skills required are not only those
of expertise in a particular area, but there must be
a true understanding of the entire industry. Overall
economic information and an awareness of the
global competitive environment are also required if
we are to make good decisions.
In a world that is changing at an ever-increasing
pace, we embrace that change—proactively
attempting to anticipate and adapt rather than
react and catch up. Our decentralized structure
allows for the inclusion and empowerment of all
team members, at every level of our enterprise, who
have specialized knowledge of and local proximity
to our customers. This allows innovation and the
best new ideas to flourish. Our decision-making is,
therefore, not solely focused on actuarial data, but
encompasses changing customer behavior with
10 W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT
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our communities. We exist as part of
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greater visibility and knowledge, allowing us to be
more customer-centric. The long-term decisions
we make today often require more information and
complex judgements, and they lay the foundation,
not just for tomorrow, but for years in the future.
From an operating point of view, we have examined
our business carefully. We are leveraging the
benefits of our structure and considering what
things we can do to create greater efficiency.
Proximity to our customers continues to be our
competitive advantage. The result has allowed
us to make changes that enable our staff to focus
on value-added activities rather than routine
processes. In this way, we can maintain our
decentralized approach from our customers’ point
of view, but take advantage of efficiencies from
an administrative point of view. These actions
have lowered our expense ratio and improved
information systems connectivity. We have worked
hard to keep our customer-centric flexibility while
at the same time obtaining better data to drive
more efficiency, and, simultaneously, improving
underwriting. We are achieving better outcomes
for the Company with more satisfied customers.
In examining our risk bearing side of the business,
we look at each line of business separately. In
today’s world of technology, measurement takes
place not just by line of business but, in fact,
by segment and sub-segment of each line of
business. We need to be sure to differentiate what
is happening at each micro-section of each line of
business, so that we can react in a more focused
and prompt manner when issues arise and be
better able to take advantage of opportunities. We
are just beginning to see opportunities in parts
of the reinsurance marketplace that, for the prior
several years, were extremely competitive and
required a reduction in the amount of business
we wrote. At the same time, opportunities in
areas of commercial transportation seem to have
been getting more and more attractive, offering
improving returns. We see a changing marketplace
in workers’ compensation, which has been
extremely attractive for the past several years,
but is now facing a more competitive current
environment. Change is constant; staying ahead of
the curve requires a continuous focus on data and
trends. The pace of change is increasing and the
ability of competition to respond is more evident.
12%
2018 RETURN ON STOCKHOLDERS' EQUITY
36%
FIVE YEAR GROWTH IN BOOK VALUE PER SHARE
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 11
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a greater society and have always
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Expertise in each line of business by each
geographic locale is necessary to make decisions,
not based on what happened yesterday, nor based
on what is happening at the moment, but based on
our expectations for the next year or two or three.
We think that gives us a competitive advantage
because our outstanding people rooted in the local
communities have a real perspective on each line
of business. We look ahead and see tremendous
opportunities. At the same time, there are areas
where we will have to cut back. Again, the long-
term view allows us to make decisions that are
different than what many others might elect to do.
Deciding not to grow in some lines of business
or in some geographic areas may well be a good
decision. Disciplined behavior has been one of our
core tenets since our inception.
New opportunities are constantly presenting
themselves. This is a cornerstone of our business
model. We expect substantial premiums from our
new units. Berkley One and our cyber business both
are beginning to grow, as are other new startups
that began over the past several years. At the same
time, we continue to be disciplined by cutting back
on those areas that do not offer satisfactory returns.
Measuring performance is a constant process;
it requires patience and discipline.
In the investment world, there has rarely been
more uncertainty. The global economy is slowing
down, and much of the world has negative
interest rates. Governments have increasing
deficits that, in theory, should lead to increasing
rates of inflation. This increasing potential inflation
is something we currently do not see in most
of the world’s capital markets, including in the
United States. In spite of the fact that the United
States has a trillion dollar deficit, we have not
seen a concomitant rise in interest rates as one
would have expected. Eventually, these deficits
have to be funded. Currently, the deficit is being
funded by money coming into the United States
from overseas because the U.S. has higher interest
rates than much of the rest of the world. If and
when that changes, it is likely inflation will return
and, in all likelihood, reduce the real value of our
currency. We will have to fund our national deficits
and begin to rebalance the economic realities
of rapid inflation and higher interest rates. In
the meantime, we are faced with the prospect
of relatively modest fixed-income returns and
43
YEARS OF CONSECUTIVE DIVIDEND PAYMENTS
53OPERATING UNITS
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believed in being supportive of
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In a world that is changing
at an ever-increasing pace,
we embrace that change—
proactively attempting to
anticipate and adapt rather
than react and catch up.
uncertain equity markets. We continue to search
for non-traditional ways to invest our money.
This includes our own private equity fund and
direct real estate opportunities. These alternatives
have resulted in excellent, though bumpy, returns
in recent years.
Our business continues to be focused on the
optimization of risk-adjusted returns. We seek
consistency with intense management focus
on unforeseen risks and risks that cannot be
forecast. We test every decision for the volatility
it brings to our business and the potential
rewards it can deliver. Today, a lot of attention in
the property casualty business is being focused
on Insuretech. Although we selectively invest in
these opportunities, we believe they are tools that
enable the industry to better adapt to a changing
world, and that the fundamentals of managing
an insurance company remain unchanged. While
there may be better ways to execute each step of
the insurance process, we continue to focus on
delivering consistent returns to our shareholders
and delivering client-centric services.
There continue to be positive trends in our
business, including opportunities to develop
further efficiencies as well as expand our business
overall. Our management seeks out opportunities
that will give us acceptable returns to justify the
commitment of capital, and we believe that over
the next several years, we will be able to attain
returns in line with our goal of 15%.
Our return over the past 45 years as a public
company has been extraordinary. It has come about
because of the commitment of our employees, our
terrific agents and brokers who have joined with us,
and the loyalty of our customers as well as guidance
provided by our Board of Directors. We anticipate the
future being even brighter.
William R. Berkley
Executive Chairman
W. Robert Berkley, Jr.
President and Chief Executive Officer
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 13
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the communities that we are part of,
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SEGMENT OVERVIEW
Each of our business segments—Insurance and Reinsurance
—comprises individual operating units that serve a market
defined by geography, products, services, or types of customers.
Our growth is based on meeting the needs of customers,
maintaining a high-quality balance sheet, and allocating
capital to our best opportunities.
We combine capital with outstanding people and wrap it all in
a culture that is focused on optimizing risk-adjusted returns.
It creates a permanent competitive advantage that can only
be acquired over many years with consistent discipline.
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MEETING THE
NEEDS OF CHILDREN
AND FAMILIES
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$1.5 MILLION RAISED
21 years ago, the chief strategy and innovation officer at Berkley Re Solutions and Berkley
Program Specialists founded a golf outing that has raised over $1.5 million for Channel 3
Kids Camp, which provides year-round recreational and educational programs to children
and teens from Connecticut and throughout New England.
Helping families and children is a major
theme at our Berkley Companies.
Support for families at Berkley takes a variety of forms, from supporting local chapters
of national efforts like Cradles to Crayons or the Human Race, to volunteering and
fundraising for causes closer to home such as foster care foundations, childrenʼs shelters,
teen centers and “adopting” families to provide them with gifts and groceries, handing out
warm coats to children or hosting a personal-care items fundraiser for the homeless. In
keeping with that theme, team members at Continental Western Group build and deliver
beds, mattresses, sheets, pillows, stuffed animals and other items to families in need
through a local chapter of Sleep in Heavenly Peace.
I think my favorite thing about participating in the Human Race
is the energy and excitement that surrounds the event. Everyone
participating is there because of a special cause that they support.
Itʼs not only a great way for us as a company to give back to our
community, but itʼs also a fun way to interact with our insured
organizations on a personal level.
— Jake R., Director of Marketing and Distribution, Berkley Human Services
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because in the long run, our enterprise
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2018 Segment Data
2018 NET PREMIUMS WRITTEN BY MAJOR LINE OF BUSINESS
(in percent)
$6.0B
33%
INSURANCE
9%
13%
20%
25%
REINSURANCE
$480M
27%
73%
■ Other Liability
■ Short-tail Lines
■ Professional Liability
■ Workers' Compensation
■ Commercial Automobile
■ Casualty
■ Property
2018 ASSETS AND NET RESERVES
(dollars in billions)
INSURANCE
$19.6ASSETS
$8.7RESERVES
REINSURANCE
$3.0ASSETS
$1.5RESERVES
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W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 15
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and all its stakeholders benefit
— William R. Berkley
INVESTMENTS
Over the past few years, we have shortened the duration of
our fixed-maturity portfolio to 2.8 years to manage the yield curve
as well as the impact of potential inflation. These changes limited
the impact of mark-to-market on our portfolio and enabled us to
take advantage of rising interest rates in 2018. In addition, we have
allocated a portion of our portfolio to investments designed to
generate capital gains. As investment income is an important
component of our economic model, we will continue to position
our portfolio to take advantage of opportunities to improve returns.
INVESTMENT DATA
INVESTMENT DATA
(dollars in millions)
(dollars in millions)
2017
2017
2018
2018
CASH AND INVESTED ASSETS
CASH AND INVESTED ASSETS
Invested assets
Invested assets
17, 451
17, 451
17,723
17,723
Cash and cash equivalents
Cash and cash equivalents
950
950
818
818
TOTAL
TOTAL
Net investment income
Net Investment Income
Net realized and unrealized
Net realized and unrealized
gains on investments*
gains on investments*
18,401
18,401
18,541
18,541
576
576
674
674
336
336
154
154
* Includes change in unrealized gains on equity securities in 2018
* Includes change in unrealized gains on equity securities in 2018
due to adoption of ASU-2016-01.
due to adoption of ASU-2016-01.
BREAKDOWN OF FIXED
MATURITY SECURITIES
(including cash) (in percent)
5%
6%
6%
11%
28%
17%
27%
■ Corporate Bonds
■ State and Municipal Bonds
■ Asset-backed Securities
■ Mortgage-backed Securities
■ Foreign Bonds
■ Cash and Cash Equivalents
■ U.S. Government and Government Agency Bonds
16 W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT
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ENHANCING PATIENT
ACCOMMODATIONS
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300+ HOURS
Over 300 hours spent on 4 projects for Hope Lodge in St. Louis.
Berkley Med organized into four teams
to spruce up temporary lodging for
cancer patients undergoing treatment.
The American Cancer Societyʼs Hope Lodge in St. Louis provides a free home away from
home for cancer patients and their caregivers. Opened in 1995, the facility—which provides
a supportive environment to its residents during treatment—was in need of a little TLC.
The Berkley Med teams improved the look and décor of guest rooms to make them feel
more like home; enhanced the patio and other outdoor spaces with new furniture,
plantings and landscaping to make them more inviting and relaxing; and replaced the
artwork throughout the facility with more contemporary and inspiring pieces.
I truly appreciate being part of an organization that sets aside time
for the whole company to be actively engaged in the community
during our Volunteer Week. Cancer has touched my life in many ways,
so our time spent at Hope Lodge over the past two years has been
very rewarding. While itʼs been fun digging in the dirt to transform the
gardens and creating new art to liven up the guest rooms, the best
part has been having the chance to engage with the patients and
caregivers and build relationships with the lodge staff.
— Debbie E., Business Process Manager, Berkley Med
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W. R. BERKLEY CORPORATION
2018 FINANCIAL INFORMATION
FORM
10-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2018
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______ to ______.
Commission file number 1-15202
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
475 Steamboat Road, Greenwich, CT
(Address of principal executive offices)
22-1867895
(I.R.S. Employer
Identification Number)
06830
(Zip Code)
Registrant’s telephone number, including area code: (203) 629-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, par value $.20 per share
5.625% Subordinated Debentures due 2053
5.9% Subordinated Debentures due 2056
5.75% Subordinated Debentures due 2056
5.70% Subordinated Debentures due 2058
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
The aggregate market value of the voting and non-voting common stock held by non-affiliates (computed by reference to the
price at which the common stock was last sold) as of the last business day of the registrant’s most recently completed second
fiscal quarter was $7,014,828,524.
Number of shares of common stock, $.20 par value, outstanding as of February 19, 2019: 122,013,621
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within
120 days after December 31, 2018, are incorporated herein by reference in Part III.
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes
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
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
No
No
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[x]
OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2018
OR
For the transition period from ______ to ______.
Commission file number 1-15202
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
475 Steamboat Road, Greenwich, CT
(Address of principal executive offices)
22-1867895
(I.R.S. Employer
Identification Number)
06830
(Zip Code)
Registrant’s telephone number, including area code: (203) 629-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, par value $.20 per share
5.625% Subordinated Debentures due 2053
5.9% Subordinated Debentures due 2056
5.75% Subordinated Debentures due 2056
5.70% Subordinated Debentures due 2058
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
1022849be 10K
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K
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
The aggregate market value of the voting and non-voting common stock held by non-affiliates (computed by reference to the
price at which the common stock was last sold) as of the last business day of the registrant’s most recently completed second
fiscal quarter was $7,014,828,524.
Number of shares of common stock, $.20 par value, outstanding as of February 19, 2019: 122,013,621
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within
120 days after December 31, 2018, are incorporated herein by reference in Part III.
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SAFE HARBOR STATEMENT
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
PART I
1.
BUSINESS
1A. RISK FACTORS
1B. UNRESOLVED STAFF COMMENTS
2.
3.
PROPERTIES
LEGAL PROCEEDINGS
4. MINE SAFETY DISCLOSURES
PART II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-101
EX-101
EX-101
EX-101
EX-101
EX-101
PURCHASES OF EQUITY SECURITIES
6.
SELECTED FINANCIAL DATA
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
8.
9.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
9A. CONTROLS AND PROCEDURES
9B. OTHER INFORMATION
PART III
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
11. EXECUTIVE COMPENSATION
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
16. FORM 10-K SUMMARY
LIST OF COMPANIES AND SUBSIDIARIES
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) /15d-14(a)
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) /15d-14(a)
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
INSTANCE DOCUMENT
SCHEMA DOCUMENT
CALCULATION LINKBASE DOCUMENT
LABELS LINKBASE DOCUMENT
PRESENTATION LINKBASE DOCUMENT
DEFINITION LINKBASE DOCUMENT
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SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. This document may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the
forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “potential,”
“continued,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of those words or other comparable words. Any forward-looking statements contained in this report
including statements related to our outlook for the industry and for our performance for the year 2019 and beyond, are based
upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking
information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated
by us will be achieved. They are subject to various risks and uncertainties, including but not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the cyclical nature of the property casualty industry;
the impact of significant competition, including new alternative entrants to the industry;
the long-tail and potentially volatile nature of the insurance and reinsurance business;
product demand and pricing;
claims development and the process of estimating reserves;
investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities,
including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable,
investment funds, including real estate, merger arbitrage, energy related and private equity investments;
the effects of emerging claim and coverage issues;
the uncertain nature of damage theories and loss amounts;
natural and man-made catastrophic losses, including as a result of terrorist activities;
the impact of climate change, which may increase the frequency and severity of catastrophe events;
general economic and market activities, including inflation, interest rates and volatility in the credit and capital
markets;
the impact of conditions in the financial markets and the global economy, and the potential effect of legislative,
regulatory, accounting or other initiatives taken in response to it, on our results and financial condition;
foreign currency and political risks (including those associated with the United Kingdom's withdrawal from the
European Union, or "Brexit") relating to our international operations;
our ability to attract and retain key personnel and qualified employees;
continued availability of capital and financing;
the success of our new ventures or acquisitions and the availability of other opportunities;
the availability of reinsurance;
our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA");
the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us;
other legislative and regulatory developments, including those related to business practices in the insurance industry;
credit risk relating to our policyholders, independent agents and brokers;
changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies;
the availability of dividends from our insurance company subsidiaries;
potential difficulties with technology and/or cyber security issues;
the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and
other risks detailed in this Form 10-K and from time to time in our other filings with the Securities and Exchange
Commission (“SEC”).
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55
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104
106
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107
107
107
108
112
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
SAFE HARBOR STATEMENT
PART I
1.
BUSINESS
1A. RISK FACTORS
1B. UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
4. MINE SAFETY DISCLOSURES
PART II
PURCHASES OF EQUITY SECURITIES
6.
SELECTED FINANCIAL DATA
2.
3.
8.
9.
DISCLOSURE
9A. CONTROLS AND PROCEDURES
9B. OTHER INFORMATION
PART III
11. EXECUTIVE COMPENSATION
STOCKHOLDER MATTERS
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
ITEM
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-101
EX-101
EX-101
EX-101
EX-101
EX-101
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
16. FORM 10-K SUMMARY
LIST OF COMPANIES AND SUBSIDIARIES
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) /15d-14(a)
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) /15d-14(a)
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
INSTANCE DOCUMENT
SCHEMA DOCUMENT
CALCULATION LINKBASE DOCUMENT
LABELS LINKBASE DOCUMENT
PRESENTATION LINKBASE DOCUMENT
DEFINITION LINKBASE DOCUMENT
1022849be 10K
6
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. This document may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the
forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “potential,”
“continued,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of those words or other comparable words. Any forward-looking statements contained in this report
including statements related to our outlook for the industry and for our performance for the year 2019 and beyond, are based
upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking
information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated
by us will be achieved. They are subject to various risks and uncertainties, including but not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
the cyclical nature of the property casualty industry;
the impact of significant competition, including new alternative entrants to the industry;
the long-tail and potentially volatile nature of the insurance and reinsurance business;
product demand and pricing;
claims development and the process of estimating reserves;
investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities,
including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable,
investment funds, including real estate, merger arbitrage, energy related and private equity investments;
the effects of emerging claim and coverage issues;
the uncertain nature of damage theories and loss amounts;
natural and man-made catastrophic losses, including as a result of terrorist activities;
the impact of climate change, which may increase the frequency and severity of catastrophe events;
general economic and market activities, including inflation, interest rates and volatility in the credit and capital
markets;
the impact of conditions in the financial markets and the global economy, and the potential effect of legislative,
regulatory, accounting or other initiatives taken in response to it, on our results and financial condition;
foreign currency and political risks (including those associated with the United Kingdom's withdrawal from the
European Union, or "Brexit") relating to our international operations;
our ability to attract and retain key personnel and qualified employees;
continued availability of capital and financing;
the success of our new ventures or acquisitions and the availability of other opportunities;
the availability of reinsurance;
our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA");
the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us;
other legislative and regulatory developments, including those related to business practices in the insurance industry;
credit risk relating to our policyholders, independent agents and brokers;
changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies;
the availability of dividends from our insurance company subsidiaries;
potential difficulties with technology and/or cyber security issues;
the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and
other risks detailed in this Form 10-K and from time to time in our other filings with the Securities and Exchange
Commission (“SEC”).
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We describe these risks and uncertainties in greater detail in Item 1A, Risk Factors. These risks and uncertainties could
cause our actual results for the year 2019 and beyond to differ materially from those expressed in any forward-looking statement
we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Our
future financial performance is dependent upon factors discussed elsewhere in this Form 10-K and our other SEC filings.
Forward-looking statements speak only as of the date on which they are made.
PART I
ITEM 1. BUSINESS
W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the
United States and operates worldwide in two segments of the property casualty insurance business:
•
•
Insurance - predominantly commercial insurance business, including excess and surplus lines, admitted lines and
specialty personal lines throughout the United States, as well as insurance business in the United Kingdom, Continental
Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia.
Reinsurance - reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom,
Continental Europe, Australia, the Asia-Pacific region and South Africa.
Our two reporting segments are composed of individual operating units that serve a market defined by geography,
products, services or industry served. Each of our operating units is positioned close to its customer base and participates in a
niche market requiring specialized knowledge about a territory, product or industry served. This strategy of decentralized
operations allows each of our units to identify and respond quickly and effectively to changing market conditions and specific
customer needs, while capitalizing on the benefits of centralized capital, investment and reinsurance management, and corporate
actuarial, financial, enterprise risk management and legal staff support.
Our business approach is focused on meeting the needs of our customers, maintaining a high quality balance sheet, and
allocating capital to our best opportunities. New businesses are started when opportunities are identified and when the right
talent and expertise are found to lead a business. Of our 53 operating units, 46 have been organized and developed internally and
seven have been added through acquisition.
Net premiums written, as reported based on United States generally accepted accounting principles (“GAAP”), for each
of our operating segments for each of the past five years were as follows:
(In thousands)
Net premiums written:
Insurance
Reinsurance
Total
Percentage of net premiums written:
Insurance
Reinsurance
Total
2018
2017
2016
2015
2014
Year Ended December 31,
$ 5,952,861
$ 5,715,871
$ 5,743,620
$ 5,555,437
$ 5,302,436
480,366
544,637
680,293
634,078
694,511
$ 6,433,227
$ 6,260,508
$ 6,423,913
$ 6,189,515
$ 5,996,947
2018
2017
2016
2015
2014
Year Ended December 31,
92.5%
7.5
100.0%
91.3%
8.7
100.0%
89.4%
10.6
100.0%
89.8%
10.2
100.0%
88.4%
11.6
100.0%
Thirty-two of our insurance company subsidiaries are rated by A.M. Best Company, Inc. ("A.M. Best") and have ratings of
A+ (Superior) (the second highest rating out of 15 possible ratings). A.M. Best's ratings are based upon factors of concern to
policyholders, insurance agents and brokers and are not directed toward the protection of investors. A.M. Best states: “The
Financial Strength Rating opinion addresses the relative ability of an insurer to meet its ongoing insurance obligations. The
ratings are not assigned to specific insurance policies or contracts and do not address any other risk.” A.M. Best reviews its
ratings on a periodic basis, and its ratings of the Company's subsidiaries are therefore subject to change.
Our twenty-five insurance company subsidiaries rated by Standard & Poor's (“S&P”) have financial strength ratings of A+
(the seventh highest rating out of twenty-seven possible ratings).
Our Moody's ratings are A1 for Berkley Insurance Company, Berkley Regional Insurance Company and Admiral Insurance
Company (the sixth highest rating out of twenty-one possible ratings).
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PART I
ITEM 1. BUSINESS
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W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the
United States and operates worldwide in two segments of the property casualty insurance business:
•
•
Insurance - predominantly commercial insurance business, including excess and surplus lines, admitted lines and
specialty personal lines throughout the United States, as well as insurance business in the United Kingdom, Continental
Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia.
Reinsurance - reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom,
Continental Europe, Australia, the Asia-Pacific region and South Africa.
Our two reporting segments are composed of individual operating units that serve a market defined by geography,
products, services or industry served. Each of our operating units is positioned close to its customer base and participates in a
niche market requiring specialized knowledge about a territory, product or industry served. This strategy of decentralized
operations allows each of our units to identify and respond quickly and effectively to changing market conditions and specific
customer needs, while capitalizing on the benefits of centralized capital, investment and reinsurance management, and corporate
actuarial, financial, enterprise risk management and legal staff support.
Our business approach is focused on meeting the needs of our customers, maintaining a high quality balance sheet, and
allocating capital to our best opportunities. New businesses are started when opportunities are identified and when the right
talent and expertise are found to lead a business. Of our 53 operating units, 46 have been organized and developed internally and
seven have been added through acquisition.
Net premiums written, as reported based on United States generally accepted accounting principles (“GAAP”), for each
of our operating segments for each of the past five years were as follows:
(In thousands)
Net premiums written:
Insurance
Reinsurance
Total
Percentage of net premiums written:
Insurance
Reinsurance
Total
2018
2017
2016
2015
2014
Year Ended December 31,
$ 5,952,861
$ 5,715,871
$ 5,743,620
$ 5,555,437
$ 5,302,436
480,366
544,637
680,293
634,078
694,511
$ 6,433,227
$ 6,260,508
$ 6,423,913
$ 6,189,515
$ 5,996,947
2018
2017
2016
2015
2014
Year Ended December 31,
92.5%
7.5
100.0%
91.3%
8.7
100.0%
89.4%
10.6
100.0%
89.8%
10.2
100.0%
88.4%
11.6
100.0%
Thirty-two of our insurance company subsidiaries are rated by A.M. Best Company, Inc. ("A.M. Best") and have ratings of
A+ (Superior) (the second highest rating out of 15 possible ratings). A.M. Best's ratings are based upon factors of concern to
policyholders, insurance agents and brokers and are not directed toward the protection of investors. A.M. Best states: “The
Financial Strength Rating opinion addresses the relative ability of an insurer to meet its ongoing insurance obligations. The
ratings are not assigned to specific insurance policies or contracts and do not address any other risk.” A.M. Best reviews its
ratings on a periodic basis, and its ratings of the Company's subsidiaries are therefore subject to change.
Our twenty-five insurance company subsidiaries rated by Standard & Poor's (“S&P”) have financial strength ratings of A+
(the seventh highest rating out of twenty-seven possible ratings).
Our Moody's ratings are A1 for Berkley Insurance Company, Berkley Regional Insurance Company and Admiral Insurance
Company (the sixth highest rating out of twenty-one possible ratings).
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The following sections describe our reporting segments and their operating units in greater detail. These operating units
underwrite on behalf of one or more affiliated insurance companies within the group. The operating units are identified by us for
descriptive purposes only and are not legal entities. Unless otherwise indicated, all references in this Form 10-K to “Berkley,”
“we,” “us,” “our,” the “Company” or similar terms refer to W. R. Berkley Corporation together with its subsidiaries and
operating units. W. R. Berkley Corporation is a Delaware corporation formed in 1970.
Insurance
Berkley Agribusiness Risk Specialists offers insurance for larger commercial risks across the United States involved in the
supply, storage, handling, processing and distribution of commodities related to the agriculture and food industries.
Berkley Alliance Managers specializes in professional liability for the design professional, construction professional and
certified public accounting industries. The Berkley Design Professional division specializes in architects, engineers and
consultants. The Berkley Construction Professional division provides both project specific and annual policies for owners and
contractors. The Accountants division insures mainly mid-sized CPA firms.
Our U.S.-based operating units predominantly underwrite commercial insurance business primarily throughout the United
Berkley Aspire provides excess and surplus lines coverage on a national basis to small to medium-sized insureds with low
States, although many units offer coverage globally, focusing on the following general areas:
Excess & Surplus Lines: A number of our operating units are dedicated to the U.S. excess and surplus lines market. They
serve a highly diverse group of customers that often have complex risk or unique exposures that typically fall outside the
underwriting guidelines of the standard insurance market. Lines of business underwritten by our excess and surplus lines
operating units include premises operations, commercial automobile, property, products liability and professional liability lines.
Products are generally distributed through wholesale agents and brokers.
to moderate insurance risk. Its product lines include general liability, liquor liability and some property and inland marine
coverage. It serves a limited distribution channel consisting of select Berkley member company agents.
Berkley Canada underwrites specialty, casualty and surety lines of business on behalf of the Canadian branch of Berkley
Insurance Company. It specializes in commercial casualty and professional liability, and offers a broad portfolio of risk products
that include commercial general liability, umbrella, professional liability, directors and officers, commercial property and surety,
in addition to niche products for specific industries such as technology, life sciences and travel.
Industry Specialty: Certain other operating units focus on providing specialty coverages to customers within a particular
Berkley Custom Insurance focuses on the excess casualty insurance market and offers umbrella liability, pollution
industry that are best served by underwriters and claims professionals with specialized knowledge of that industry. They offer
multiple lines of business with policies tailored to address these unique exposures, often with the flexibility of providing
coverages on either an admitted or a non-admitted basis in the U.S., as well as internationally. Each operating unit delivers its
products through one or more distribution channels, including retail and wholesale agents, brokers, and managing general agents
(MGAs), depending on the customer and the particular risks insured.
Product Specialty: Other operating units specialize in providing specific lines of insurance coverage, such as workers’
compensation or professional liability, to a wide range of customers. They offer insurance products, analytical tools and risk
management services such as loss control and claims management that enable clients to manage their risk appropriately.
Business is typically written on an admitted basis, although some units may offer non-admitted products in the U.S. and offer
products internationally. Independent agents and brokers are the primary means of distribution.
Regional: Certain operating units offer standard insurance products and services focused on meeting the specific needs of
Berkley Europe is comprised of specialist operating units offering a focused range of insurance products to markets in
a geographically differentiated customer base. Key clients of these units are small-to-midsized businesses. These regionally
focused operating units provide a broad array of commercial insurance products to customers primarily in 45 states and the
District of Columbia and have developed expertise in niches that reflect local economies. They are organized geographically in
order to provide them with the flexibility to adapt quickly to local market conditions and customer needs.
In addition, through our non-U.S. insurance operating units, we write business in more than 60 countries worldwide, with
branches or offices in 26 locations outside the United States, including the United Kingdom, Continental Europe, South America,
Canada, Mexico, Scandinavia, Asia and Australia. In each of our operating territories, we have built decentralized structures that
allow products and services to be tailored to each regional customer base. Our businesses are managed by teams of professionals
with expertise in local markets and knowledge of regional environments.
In addition to providing insurance products, certain operating units also provide a wide variety of fee-based services,
Berkley Healthcare provides customized, comprehensive management and professional liability solutions for the full
including claims, administrative and consulting services.
Operating units comprising the Insurance segment are as follows:
Acadia Insurance is a Northeast regional property casualty underwriter offering a broad portfolio of products exclusively
through local independent agents in Connecticut, Maine, Massachusetts, New Hampshire, New York and Vermont. In addition to
its general offerings, Acadia has specialized expertise in insuring regional industries such as construction, lumber, fishing and
transportation.
Admiral Insurance provides excess and surplus lines coverage for commercial risks that generally consist of hard-to-
place, specialized risks that involve moderate to high degrees of hazard. Its lines of business include general liability,
professional liability, property, and excess and umbrella coverage. Admiral's professional liability and program operations
include special coverages for technology, ambulatory surgery centers, chiropractors and concierge physicians. Its products are
distributed exclusively by wholesale brokers.
American Mining Insurance Group specializes in mono-line workers’ compensation coverage for mining and mining
Uruguay.
related and high hazard industries in select states.
Berkley Accident and Health underwrites accident and health insurance and reinsurance products in four primary areas:
medical stop loss, managed care, special risk and group captive. It has a diversified product and service portfolio serving a range
of clients from small employers, health care organizations, and membership groups to Fortune 500 companies.
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liability, excess liability, construction wrap-ups and completed operations coverages to wholesalers, retailers, manufacturers,
insurance companies, financial institutions and construction companies.
Berkley Cyber Risk Solutions focuses on insurance and risk management products that respond to the changing cyber
security vulnerabilities of organizations around the world. It offers specialty commercial cyber insurance coverages on a
worldwide basis to clients of all sizes.
Berkley Entertainment underwrites property casualty insurance products, both on an admitted and non-admitted basis, for
clients in the entertainment industry and sports-related organizations.
Berkley Environmental underwrites specialty insurance products for environmental customers such as contractors,
consultants and owners of sites and facilities.
Continental Europe and Nordic countries.
Berkley FinSecure serves the insurance needs of companies in the financial services industry. It offers a comprehensive
range of property, casualty, professional liability, and specialty lines insurance products. Its Berkley crime division provides
crime-related insurance products for commercial organizations, financial institutions and governmental entities.
Berkley Fire & Marine offers a broad range of preferred inland marine and related property risks and services to
customers throughout the United States. Products are distributed through independent agents and brokers.
Berkley Global Product Recall Management provides worldwide insurance protection and technical assistance to help
clients with the prevention, management and indemnification of product recall and contamination events.
spectrum of healthcare providers.
Berkley Human Services provides property casualty insurance coverages to human services organizations, including
nonprofit and for-profit organizations, public schools, sports and recreational organizations, and special events. Its product
offerings include traditional primary coverages and risk purchasing groups, as well as alternative market solutions for clients
who wish to retain a larger share of their risks.
Berkley Insurance Asia underwrites specialty commercial insurance coverages to clients in North Asia and Southeast Asia
through offices in Hong Kong, Singapore and Shanghai.
Berkley Insurance Australia underwrites general insurance business in Australia, including professional indemnity
insurance for companies of all sizes.
Berkley Latinoamérica is a leading provider of property, casualty, automobile, surety, group life and workers'
compensation products and services in its operating territories of Argentina, Brazil, the Caribbean, Colombia, Mexico and
Berkley Life Sciences offers a comprehensive spectrum of property, casualty, and specialty products such as professional
and management liability to the life sciences industry on a global basis, including both primary and excess liability coverages. It
serves pharmaceutical and biotech companies, medical device companies, dietary supplement companies, medical and research
related software developers, contract research and manufacturing organizations, research institutions and organizations, and
other related businesses.
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The following sections describe our reporting segments and their operating units in greater detail. These operating units
underwrite on behalf of one or more affiliated insurance companies within the group. The operating units are identified by us for
descriptive purposes only and are not legal entities. Unless otherwise indicated, all references in this Form 10-K to “Berkley,”
“we,” “us,” “our,” the “Company” or similar terms refer to W. R. Berkley Corporation together with its subsidiaries and
operating units. W. R. Berkley Corporation is a Delaware corporation formed in 1970.
Insurance
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Berkley Agribusiness Risk Specialists offers insurance for larger commercial risks across the United States involved in the
supply, storage, handling, processing and distribution of commodities related to the agriculture and food industries.
Berkley Alliance Managers specializes in professional liability for the design professional, construction professional and
certified public accounting industries. The Berkley Design Professional division specializes in architects, engineers and
consultants. The Berkley Construction Professional division provides both project specific and annual policies for owners and
contractors. The Accountants division insures mainly mid-sized CPA firms.
Our U.S.-based operating units predominantly underwrite commercial insurance business primarily throughout the United
Berkley Aspire provides excess and surplus lines coverage on a national basis to small to medium-sized insureds with low
States, although many units offer coverage globally, focusing on the following general areas:
Excess & Surplus Lines: A number of our operating units are dedicated to the U.S. excess and surplus lines market. They
serve a highly diverse group of customers that often have complex risk or unique exposures that typically fall outside the
underwriting guidelines of the standard insurance market. Lines of business underwritten by our excess and surplus lines
operating units include premises operations, commercial automobile, property, products liability and professional liability lines.
Products are generally distributed through wholesale agents and brokers.
to moderate insurance risk. Its product lines include general liability, liquor liability and some property and inland marine
coverage. It serves a limited distribution channel consisting of select Berkley member company agents.
Berkley Canada underwrites specialty, casualty and surety lines of business on behalf of the Canadian branch of Berkley
Insurance Company. It specializes in commercial casualty and professional liability, and offers a broad portfolio of risk products
that include commercial general liability, umbrella, professional liability, directors and officers, commercial property and surety,
in addition to niche products for specific industries such as technology, life sciences and travel.
Industry Specialty: Certain other operating units focus on providing specialty coverages to customers within a particular
Berkley Custom Insurance focuses on the excess casualty insurance market and offers umbrella liability, pollution
industry that are best served by underwriters and claims professionals with specialized knowledge of that industry. They offer
multiple lines of business with policies tailored to address these unique exposures, often with the flexibility of providing
coverages on either an admitted or a non-admitted basis in the U.S., as well as internationally. Each operating unit delivers its
products through one or more distribution channels, including retail and wholesale agents, brokers, and managing general agents
(MGAs), depending on the customer and the particular risks insured.
Product Specialty: Other operating units specialize in providing specific lines of insurance coverage, such as workers’
compensation or professional liability, to a wide range of customers. They offer insurance products, analytical tools and risk
management services such as loss control and claims management that enable clients to manage their risk appropriately.
Business is typically written on an admitted basis, although some units may offer non-admitted products in the U.S. and offer
products internationally. Independent agents and brokers are the primary means of distribution.
liability, excess liability, construction wrap-ups and completed operations coverages to wholesalers, retailers, manufacturers,
insurance companies, financial institutions and construction companies.
Berkley Cyber Risk Solutions focuses on insurance and risk management products that respond to the changing cyber
security vulnerabilities of organizations around the world. It offers specialty commercial cyber insurance coverages on a
worldwide basis to clients of all sizes.
Berkley Entertainment underwrites property casualty insurance products, both on an admitted and non-admitted basis, for
clients in the entertainment industry and sports-related organizations.
Berkley Environmental underwrites specialty insurance products for environmental customers such as contractors,
consultants and owners of sites and facilities.
Regional: Certain operating units offer standard insurance products and services focused on meeting the specific needs of
Berkley Europe is comprised of specialist operating units offering a focused range of insurance products to markets in
a geographically differentiated customer base. Key clients of these units are small-to-midsized businesses. These regionally
focused operating units provide a broad array of commercial insurance products to customers primarily in 45 states and the
District of Columbia and have developed expertise in niches that reflect local economies. They are organized geographically in
order to provide them with the flexibility to adapt quickly to local market conditions and customer needs.
In addition, through our non-U.S. insurance operating units, we write business in more than 60 countries worldwide, with
branches or offices in 26 locations outside the United States, including the United Kingdom, Continental Europe, South America,
Canada, Mexico, Scandinavia, Asia and Australia. In each of our operating territories, we have built decentralized structures that
allow products and services to be tailored to each regional customer base. Our businesses are managed by teams of professionals
with expertise in local markets and knowledge of regional environments.
Continental Europe and Nordic countries.
Berkley FinSecure serves the insurance needs of companies in the financial services industry. It offers a comprehensive
range of property, casualty, professional liability, and specialty lines insurance products. Its Berkley crime division provides
crime-related insurance products for commercial organizations, financial institutions and governmental entities.
Berkley Fire & Marine offers a broad range of preferred inland marine and related property risks and services to
customers throughout the United States. Products are distributed through independent agents and brokers.
Berkley Global Product Recall Management provides worldwide insurance protection and technical assistance to help
clients with the prevention, management and indemnification of product recall and contamination events.
In addition to providing insurance products, certain operating units also provide a wide variety of fee-based services,
Berkley Healthcare provides customized, comprehensive management and professional liability solutions for the full
including claims, administrative and consulting services.
Operating units comprising the Insurance segment are as follows:
Acadia Insurance is a Northeast regional property casualty underwriter offering a broad portfolio of products exclusively
through local independent agents in Connecticut, Maine, Massachusetts, New Hampshire, New York and Vermont. In addition to
its general offerings, Acadia has specialized expertise in insuring regional industries such as construction, lumber, fishing and
transportation.
Admiral Insurance provides excess and surplus lines coverage for commercial risks that generally consist of hard-to-
place, specialized risks that involve moderate to high degrees of hazard. Its lines of business include general liability,
spectrum of healthcare providers.
Berkley Human Services provides property casualty insurance coverages to human services organizations, including
nonprofit and for-profit organizations, public schools, sports and recreational organizations, and special events. Its product
offerings include traditional primary coverages and risk purchasing groups, as well as alternative market solutions for clients
who wish to retain a larger share of their risks.
Berkley Insurance Asia underwrites specialty commercial insurance coverages to clients in North Asia and Southeast Asia
through offices in Hong Kong, Singapore and Shanghai.
Berkley Insurance Australia underwrites general insurance business in Australia, including professional indemnity
professional liability, property, and excess and umbrella coverage. Admiral's professional liability and program operations
insurance for companies of all sizes.
include special coverages for technology, ambulatory surgery centers, chiropractors and concierge physicians. Its products are
distributed exclusively by wholesale brokers.
American Mining Insurance Group specializes in mono-line workers’ compensation coverage for mining and mining
related and high hazard industries in select states.
Berkley Accident and Health underwrites accident and health insurance and reinsurance products in four primary areas:
medical stop loss, managed care, special risk and group captive. It has a diversified product and service portfolio serving a range
of clients from small employers, health care organizations, and membership groups to Fortune 500 companies.
Berkley Latinoamérica is a leading provider of property, casualty, automobile, surety, group life and workers'
compensation products and services in its operating territories of Argentina, Brazil, the Caribbean, Colombia, Mexico and
Uruguay.
Berkley Life Sciences offers a comprehensive spectrum of property, casualty, and specialty products such as professional
and management liability to the life sciences industry on a global basis, including both primary and excess liability coverages. It
serves pharmaceutical and biotech companies, medical device companies, dietary supplement companies, medical and research
related software developers, contract research and manufacturing organizations, research institutions and organizations, and
other related businesses.
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Berkley Luxury Group provides commercial package insurance programs for high-end cooperative, condominium, and
Continental Western Group is a Midwest regional property and casualty insurance operation based in Des Moines, Iowa,
quality rental apartment buildings and upscale restaurants in the New York, New Jersey, Chicago and Washington, D.C.
metropolitan markets, as well as other select markets.
Berkley Medical Excess insures healthcare organizations such as hospitals and clinics that retain a portion of their risk
exposure through a self-funded mechanism and seek to maximize the effectiveness and efficiency of their excess risk financing
program.
Berkley Mid-Atlantic Group provides commercial property casualty coverages to a wide variety of businesses in
Delaware, the District of Columbia, Maryland, Ohio, Pennsylvania, and Virginia. Focusing on middle market accounts, it
complements its standard writings with specialized products in areas such as construction.
Berkley Net Underwriters focuses on small and medium-sized commercial risks, using a web-based system to allow
producers to quote, bind and service workers' compensation insurance products on behalf of Berkley member insurance
companies. Berkley Net Underwriters also manages Berkley's assigned risk servicing carrier operations.
Berkley North Pacific provides local underwriting, claims and risk management services for businesses in the Northwest.
It operates with a select group of agents in Idaho, Montana, Oregon, Utah and Washington to sell and service property and
casualty policies for larger middle-market standard businesses and specialty lines, such as construction, restaurants and
manufacturing.
Berkley Offshore Underwriting Managers is a specialist global underwriter of energy and marine risks. Its three divisions
provide specialty insurance products in the energy upstream, energy liability and marine sectors.
Berkley Oil & Gas provides property casualty products and risk services to the United States energy sector. Its customer
base includes risks of all sizes that work in the oil patch, including operators, drillers, geophysical contractors, well-servicing
contractors, and manufacturers/distributors of oil field products, as well as those in the renewable energy sector.
Berkley One provides a customizable suite of personal lines insurance solutions including home, condo/co-op, auto,
liability and collectibles. Berkley One targets high net worth individuals and families with sophisticated risk management needs.
Berkley Professional Liability specializes in professional liability insurance for publicly-traded and private entities on a
worldwide basis. Its liability coverages include directors and officers, errors and omissions, fiduciary, employment practices, and
sponsored insurance agents' errors and omissions. Berkley Transactional, a division of Berkley Professional Liability,
underwrites a full suite of transactional insurance products, including representations and warranties insurance, tax opinion
insurance and contingency liability insurance.
Berkley Program Specialists is a program management company offering both admitted and non-admitted insurance
support on a nationwide basis for commercial casualty and property program administrators with specialized insurance expertise.
Its book is built around blocks of homogeneous business, or programs, allowing for efficient processes, effective oversight of
existing programs and sound implementation of new programs.
providing underwriting and risk management services to a broad array of regional businesses in thirteen Midwest states. In
addition to its generalist portfolio, Continental Western offers specialty underwriting solutions for diversified agriculture,
construction, light manufacturing, transportation, volunteer fire departments, rural utilities and public entities.
Gemini Transportation is a national provider of excess liability insurance for various domestic surface transportation
businesses. It underwrites liability insurance policies for the railroad industry as well as excess liability policies for the trucking,
busing and other industries that use rubber-wheeled vehicles for over-the-road use.
Intrepid Direct offers business coverages to franchise restaurants and auto repair garages on a direct basis.
Key Risk is a premier provider of workers' compensation insurance. It focuses on middle market accounts in several
niches that appreciate expertise and exceptional service. The unit operates two business units; one focused on middle market
accounts located primarily in the mid-Atlantic and southeastern United States and one focused on national temporary staffing
and United States Longshoreman & Harbor Act (USL&H) specialty programs. Its products are distributed by a select group of
independent retail agents and wholesale brokers located through the United States.
Midwest Employers Casualty provides excess workers' compensation insurance products to individual employers, groups
and workers' compensation insurance companies across the United States. Its workers' compensation excess of loss products
include self-insured excess of loss coverages and large deductible policies. Through its relationship with Berkley Net
Underwriters, Midwest Employers Casualty also offers multi-state coverage for group self-insureds. It has developed
sophisticated, proprietary analytical tools and risk management services that help its insureds lower their total cost of risk.
Nautilus Insurance Group insures excess and surplus lines risks for small to medium-sized commercial risks with low to
moderate susceptibility to loss. It writes commercial excess and surplus lines business nationwide and admitted lines commercial
business in a limited number of states. A substantial portion of Nautilus' business is written through its close, long-standing
network of general agents, who are chosen on a highly selective basis.
Preferred Employers Insurance focuses exclusively on workers' compensation products and services for businesses in
California. It serves over 12,000 customers covering a broad spectrum of industries throughout the state.
Union Standard offers preferred commercial property and casualty insurance products and services to a wide range of
small to medium size commercial entities through independent agents in Arizona, Arkansas, New Mexico, Oklahoma and Texas.
Vela Insurance Services specializes in commercial casualty insurance on an excess and surplus lines basis. Its primary
focus is on general liability insurance for construction, manufacturing and general casualty clients as well as products liability
and miscellaneous professional liability coverages distributed through wholesale insurance brokers.
Verus Underwriting Managers offers general liability, professional liability and property coverages for small to mid-sized
commercial risks in the excess and surplus lines insurance market through a select group of appointed wholesale brokers and
agents.
Berkley Public Entity specializes in providing excess coverage and services to individual governmental and scholastic
entities and intergovernmental risk sharing groups. Products include general liability, automobile liability, law enforcement
liability, public officials and educator's legal liability, employment practices liability, incidental medical, property and crime.
W / R / B Underwriting provides a broad range of leading insurance products to the Lloyd's marketplace, with a
concentration in specialist classes of business including property, professional indemnity, crisis management, personal accident
and asset protection.
Berkley Risk provides at-risk and alternative risk insurance program management services for a broad range of groups and
individuals including public entity pools, professional associations, captives and self-insured clients. As a third party
administrator, it manages workers’ compensation, liability and property claims nationwide.
Berkley Select specializes in underwriting professional liability insurance on a surplus lines basis for law firms and
accounting firms through a limited number of brokers. It also offers executive and professional liability products, including
directors and officers liability, errors and omissions, and employment practices liability, to small to middle market privately held
and not for profit customers on both an admitted and surplus lines basis.
Berkley Southeast offers a wide array of commercial lines products in six southeastern states: Alabama, Georgia,
Mississippi, North Carolina, South Carolina and Tennessee, specializing in small to mid-sized accounts.
Berkley Surety provides a broad array of surety products for contract and commercial surety risks in the U.S. and Canada,
including specialty niches such as environmental and secured credit for small contractors, through an independent agency and
broker platform across a network of 21 field offices.
Berkley Technology Underwriters provides a broad range of first and third-party insurance programs for technology
exposures and technology industries on both a local and global basis.
Carolina Casualty is a national provider of primary commercial insurance products and services to the transportation
industry. It underwrites on an admitted basis in all 50 states and the District of Columbia.
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Berkley Luxury Group provides commercial package insurance programs for high-end cooperative, condominium, and
quality rental apartment buildings and upscale restaurants in the New York, New Jersey, Chicago and Washington, D.C.
metropolitan markets, as well as other select markets.
Berkley Medical Excess insures healthcare organizations such as hospitals and clinics that retain a portion of their risk
exposure through a self-funded mechanism and seek to maximize the effectiveness and efficiency of their excess risk financing
program.
Berkley Mid-Atlantic Group provides commercial property casualty coverages to a wide variety of businesses in
Delaware, the District of Columbia, Maryland, Ohio, Pennsylvania, and Virginia. Focusing on middle market accounts, it
complements its standard writings with specialized products in areas such as construction.
Berkley Net Underwriters focuses on small and medium-sized commercial risks, using a web-based system to allow
producers to quote, bind and service workers' compensation insurance products on behalf of Berkley member insurance
companies. Berkley Net Underwriters also manages Berkley's assigned risk servicing carrier operations.
Berkley North Pacific provides local underwriting, claims and risk management services for businesses in the Northwest.
It operates with a select group of agents in Idaho, Montana, Oregon, Utah and Washington to sell and service property and
casualty policies for larger middle-market standard businesses and specialty lines, such as construction, restaurants and
manufacturing.
Berkley Offshore Underwriting Managers is a specialist global underwriter of energy and marine risks. Its three divisions
provide specialty insurance products in the energy upstream, energy liability and marine sectors.
Berkley Oil & Gas provides property casualty products and risk services to the United States energy sector. Its customer
base includes risks of all sizes that work in the oil patch, including operators, drillers, geophysical contractors, well-servicing
contractors, and manufacturers/distributors of oil field products, as well as those in the renewable energy sector.
Berkley One provides a customizable suite of personal lines insurance solutions including home, condo/co-op, auto,
liability and collectibles. Berkley One targets high net worth individuals and families with sophisticated risk management needs.
Berkley Professional Liability specializes in professional liability insurance for publicly-traded and private entities on a
worldwide basis. Its liability coverages include directors and officers, errors and omissions, fiduciary, employment practices, and
sponsored insurance agents' errors and omissions. Berkley Transactional, a division of Berkley Professional Liability,
underwrites a full suite of transactional insurance products, including representations and warranties insurance, tax opinion
insurance and contingency liability insurance.
Berkley Program Specialists is a program management company offering both admitted and non-admitted insurance
Continental Western Group is a Midwest regional property and casualty insurance operation based in Des Moines, Iowa,
providing underwriting and risk management services to a broad array of regional businesses in thirteen Midwest states. In
addition to its generalist portfolio, Continental Western offers specialty underwriting solutions for diversified agriculture,
construction, light manufacturing, transportation, volunteer fire departments, rural utilities and public entities.
Gemini Transportation is a national provider of excess liability insurance for various domestic surface transportation
businesses. It underwrites liability insurance policies for the railroad industry as well as excess liability policies for the trucking,
busing and other industries that use rubber-wheeled vehicles for over-the-road use.
Intrepid Direct offers business coverages to franchise restaurants and auto repair garages on a direct basis.
Key Risk is a premier provider of workers' compensation insurance. It focuses on middle market accounts in several
niches that appreciate expertise and exceptional service. The unit operates two business units; one focused on middle market
accounts located primarily in the mid-Atlantic and southeastern United States and one focused on national temporary staffing
and United States Longshoreman & Harbor Act (USL&H) specialty programs. Its products are distributed by a select group of
independent retail agents and wholesale brokers located through the United States.
Midwest Employers Casualty provides excess workers' compensation insurance products to individual employers, groups
and workers' compensation insurance companies across the United States. Its workers' compensation excess of loss products
include self-insured excess of loss coverages and large deductible policies. Through its relationship with Berkley Net
Underwriters, Midwest Employers Casualty also offers multi-state coverage for group self-insureds. It has developed
sophisticated, proprietary analytical tools and risk management services that help its insureds lower their total cost of risk.
Nautilus Insurance Group insures excess and surplus lines risks for small to medium-sized commercial risks with low to
moderate susceptibility to loss. It writes commercial excess and surplus lines business nationwide and admitted lines commercial
business in a limited number of states. A substantial portion of Nautilus' business is written through its close, long-standing
network of general agents, who are chosen on a highly selective basis.
Preferred Employers Insurance focuses exclusively on workers' compensation products and services for businesses in
California. It serves over 12,000 customers covering a broad spectrum of industries throughout the state.
Union Standard offers preferred commercial property and casualty insurance products and services to a wide range of
small to medium size commercial entities through independent agents in Arizona, Arkansas, New Mexico, Oklahoma and Texas.
Vela Insurance Services specializes in commercial casualty insurance on an excess and surplus lines basis. Its primary
focus is on general liability insurance for construction, manufacturing and general casualty clients as well as products liability
and miscellaneous professional liability coverages distributed through wholesale insurance brokers.
support on a nationwide basis for commercial casualty and property program administrators with specialized insurance expertise.
Verus Underwriting Managers offers general liability, professional liability and property coverages for small to mid-sized
Its book is built around blocks of homogeneous business, or programs, allowing for efficient processes, effective oversight of
existing programs and sound implementation of new programs.
commercial risks in the excess and surplus lines insurance market through a select group of appointed wholesale brokers and
agents.
Berkley Public Entity specializes in providing excess coverage and services to individual governmental and scholastic
entities and intergovernmental risk sharing groups. Products include general liability, automobile liability, law enforcement
liability, public officials and educator's legal liability, employment practices liability, incidental medical, property and crime.
W / R / B Underwriting provides a broad range of leading insurance products to the Lloyd's marketplace, with a
concentration in specialist classes of business including property, professional indemnity, crisis management, personal accident
and asset protection.
Berkley Risk provides at-risk and alternative risk insurance program management services for a broad range of groups and
individuals including public entity pools, professional associations, captives and self-insured clients. As a third party
administrator, it manages workers’ compensation, liability and property claims nationwide.
Berkley Select specializes in underwriting professional liability insurance on a surplus lines basis for law firms and
accounting firms through a limited number of brokers. It also offers executive and professional liability products, including
directors and officers liability, errors and omissions, and employment practices liability, to small to middle market privately held
and not for profit customers on both an admitted and surplus lines basis.
Berkley Southeast offers a wide array of commercial lines products in six southeastern states: Alabama, Georgia,
Mississippi, North Carolina, South Carolina and Tennessee, specializing in small to mid-sized accounts.
Berkley Surety provides a broad array of surety products for contract and commercial surety risks in the U.S. and Canada,
including specialty niches such as environmental and secured credit for small contractors, through an independent agency and
broker platform across a network of 21 field offices.
Berkley Technology Underwriters provides a broad range of first and third-party insurance programs for technology
exposures and technology industries on both a local and global basis.
Carolina Casualty is a national provider of primary commercial insurance products and services to the transportation
industry. It underwrites on an admitted basis in all 50 states and the District of Columbia.
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Vela Insurance Services
Verus Underwriting Managers
W/R/B Underwriting
Other
Total
2.6
0.9
3.4
1.1
3.0
0.9
3.1
2.0
3.9
0.9
4.0
1.9
3.3
0.8
5.5
2.2
3.2
0.8
7.2
0.9
100.0%
100.0%
100.0%
100.0%
100.0%
The following table sets forth percentages of gross premiums written, by line, by our Insurance operations:
Other liability
Short-tail lines (1)
Workers' compensation
Professional liability
Commercial auto
Total
___________________
Year Ended December 31,
2018
31.6%
22.9
22.6
11.7
11.2
2017
30.6%
22.8
24.6
11.0
11.0
2016
30.9%
23.1
25.1
10.5
10.4
2015
28.9%
24.3
25.5
10.0
11.3
2014
28.3%
25.9
24.2
9.9
11.7
100.0%
100.0%
100.0%
100.0%
100.0%
(1) Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler
and machinery and other lines.
Reinsurance
We provide other insurance companies and self-insureds with assistance in managing their net risk through reinsurance on
either a portfolio basis, through treaty reinsurance, or on an individual basis, through facultative reinsurance.
Operating units comprising the Reinsurance segment are as follows:
Berkley Re America provides treaty and facultative reinsurance solutions on a variety of product lines through reinsurance
brokers to companies whose primary operations are within the United States and Canada.
Berkley Re Asia Pacific provides property and casualty reinsurance to the Asia Pacific marketplace. With offices in
Brisbane, Melbourne, Sydney, Beijing, Hong Kong and Singapore, each branch focuses on excess of loss reinsurance, targeting
both property and casualty treaty and facultative contracts, through multiple distribution channels.
Berkley Re Solutions is a direct casualty facultative reinsurance underwriter serving clients through a nationwide network
of regional offices. Its facultative reinsurance products include automatic, semi-automatic and individual risk assumed
reinsurance. It also provides its customers with turnkey products such as cyber, employment practices liability insurance
("EPLI"), and liquor liability insurance to help enhance their clients' product offerings, along with underwriting, claims, and
actuarial consultation.
Berkley Re UK writes international property casualty treaty accounts. Its territorial scope includes reinsured clients
domiciled in the United Kingdom, Europe, Africa, the Middle East and the Caribbean.
Lloyd's Syndicate 2791 Participation represents the Company's minority participation in a Lloyd's syndicate that writes a
broad range of mainly short-tail classes of business.
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The following table sets forth the percentage of gross premiums written by each Insurance operating unit:
Acadia Insurance
Admiral Insurance
American Mining Insurance Group
Berkley Accident and Health
Berkley Agribusiness Risk Specialists
Berkley Alliance Managers
Berkley Aspire
Berkley Canada
Berkley Custom Insurance
Berkley Cyber Risk Solutions
Berkley Entertainment
Berkley Environmental
Berkley Europe
Berkley FinSecure
Berkley Fire & Marine
Berkley Global Product Recall Management
Berkley Healthcare
Berkley Human Services
Berkley Insurance Asia
Berkley Insurance Australia
Berkley Latinoamérica
Berkley Life Sciences
Berkley Luxury Group
Berkley Medical Excess
Berkley Mid-Atlantic Group
Berkley Net Underwriters
Berkley North Pacific
Berkley Offshore Underwriting Managers
Berkley Oil & Gas
Berkley One
Berkley Professional Liability
Berkley Program Specialists
Berkley Public Entity
Berkley Risk
Berkley Select
Berkley Southeast
Berkley Surety
Berkley Technology Underwriters
Carolina Casualty
Continental Western Group
Gemini Transportation
Intrepid Direct
Key Risk
Midwest Employers Casualty
Nautilus Insurance Group
Preferred Employers Insurance
Union Standard
Year Ended December 31,
2018
6.5%
2017
6.8%
2016
6.8%
2015
6.7%
2014
7.2%
5.7
0.9
5.6
1.2
2.5
0.3
1.0
2.6
0.2
2.5
5.0
1.9
0.9
0.6
0.5
0.3
0.7
0.4
1.1
4.1
0.8
1.4
0.9
1.2
4.9
1.2
1.1
3.5
0.2
1.8
1.1
0.4
0.2
3.1
2.0
1.3
0.7
0.5
3.4
2.3
0.3
2.8
2.5
4.9
2.4
2.6
6
5.7
0.8
4.7
1.2
1.9
0.3
0.9
2.5
0.1
2.1
4.7
1.7
1.0
0.5
0.3
0.2
0.6
0.2
1.0
4.8
0.8
1.3
0.9
1.1
6.7
1.5
1.1
2.7
—
1.6
1.2
0.5
0.2
3.4
1.9
1.2
0.7
0.4
3.8
2.1
0.1
2.7
2.5
5.1
2.8
2.7
5.5
0.7
4.4
1.1
1.5
0.3
0.8
2.7
—
2.0
4.1
1.7
0.9
0.4
0.2
0.2
0.7
—
1.0
4.2
0.8
1.3
0.8
1.2
8.0
1.5
1.1
2.8
—
1.5
1.2
0.5
0.2
3.9
2.0
1.2
0.6
0.6
4.0
1.8
—
2.6
2.3
5.0
2.6
2.6
4.9
0.8
3.7
0.9
0.7
0.3
0.6
2.9
—
1.9
3.8
1.9
1.0
0.3
—
—
0.6
—
0.8
4.7
0.8
1.3
0.9
1.8
4.0
1.7
1.4
3.2
—
1.7
1.2
0.4
4.0
4.0
2.3
1.2
0.5
1.2
4.0
1.1
—
2.9
2.3
4.7
2.5
2.6
5.3
0.7
2.9
0.9
0.1
0.4
0.5
2.4
—
1.8
3.5
2.4
0.7
0.2
—
—
0.6
—
1.3
4.6
0.9
1.3
0.8
2.4
3.7
1.6
1.7
3.5
—
1.8
1.2
0.4
3.9
4.0
2.5
1.2
0.4
1.8
3.9
0.9
—
3.0
2.3
4.7
2.1
2.7
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The following table sets forth the percentage of gross premiums written by each Insurance operating unit:
Year Ended December 31,
2018
6.5%
2017
6.8%
2016
6.8%
2015
6.7%
2014
7.2%
1
4
1
0
2
2
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Berkley Global Product Recall Management
Acadia Insurance
Admiral Insurance
American Mining Insurance Group
Berkley Accident and Health
Berkley Agribusiness Risk Specialists
Berkley Alliance Managers
Berkley Aspire
Berkley Canada
Berkley Custom Insurance
Berkley Cyber Risk Solutions
Berkley Entertainment
Berkley Environmental
Berkley Europe
Berkley FinSecure
Berkley Fire & Marine
Berkley Healthcare
Berkley Human Services
Berkley Insurance Asia
Berkley Insurance Australia
Berkley Latinoamérica
Berkley Life Sciences
Berkley Luxury Group
Berkley Medical Excess
Berkley Mid-Atlantic Group
Berkley Net Underwriters
Berkley North Pacific
Berkley Oil & Gas
Berkley One
Berkley Professional Liability
Berkley Program Specialists
Berkley Public Entity
Berkley Risk
Berkley Select
Berkley Southeast
Berkley Surety
Berkley Technology Underwriters
Carolina Casualty
Continental Western Group
Gemini Transportation
Intrepid Direct
Key Risk
Midwest Employers Casualty
Nautilus Insurance Group
Preferred Employers Insurance
Union Standard
Berkley Offshore Underwriting Managers
5.7
0.9
5.6
1.2
2.5
0.3
1.0
2.6
0.2
2.5
5.0
1.9
0.9
0.6
0.5
0.3
0.7
0.4
1.1
4.1
0.8
1.4
0.9
1.2
4.9
1.2
1.1
3.5
0.2
1.8
1.1
0.4
0.2
3.1
2.0
1.3
0.7
0.5
3.4
2.3
0.3
2.8
2.5
4.9
2.4
2.6
6
5.7
0.8
4.7
1.2
1.9
0.3
0.9
2.5
0.1
2.1
4.7
1.7
1.0
0.5
0.3
0.2
0.6
0.2
1.0
4.8
0.8
1.3
0.9
1.1
6.7
1.5
1.1
2.7
—
1.6
1.2
0.5
0.2
3.4
1.9
1.2
0.7
0.4
3.8
2.1
0.1
2.7
2.5
5.1
2.8
2.7
5.5
0.7
4.4
1.1
1.5
0.3
0.8
2.7
—
2.0
4.1
1.7
0.9
0.4
0.2
0.2
0.7
—
1.0
4.2
0.8
1.3
0.8
1.2
8.0
1.5
1.1
2.8
—
1.5
1.2
0.5
0.2
3.9
2.0
1.2
0.6
0.6
4.0
1.8
—
2.6
2.3
5.0
2.6
2.6
4.9
0.8
3.7
0.9
0.7
0.3
0.6
2.9
—
1.9
3.8
1.9
1.0
0.3
—
—
0.6
—
0.8
4.7
0.8
1.3
0.9
1.8
4.0
1.7
1.4
3.2
—
1.7
1.2
0.4
4.0
4.0
2.3
1.2
0.5
1.2
4.0
1.1
—
2.9
2.3
4.7
2.5
2.6
5.3
0.7
2.9
0.9
0.1
0.4
0.5
2.4
—
1.8
3.5
2.4
0.7
0.2
—
—
0.6
—
1.3
4.6
0.9
1.3
0.8
2.4
3.7
1.6
1.7
3.5
—
1.8
1.2
0.4
3.9
4.0
2.5
1.2
0.4
1.8
3.9
0.9
—
3.0
2.3
4.7
2.1
2.7
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Vela Insurance Services
Verus Underwriting Managers
W/R/B Underwriting
Other
Total
2.6
0.9
3.4
1.1
3.0
0.9
3.1
2.0
3.9
0.9
4.0
1.9
3.3
0.8
5.5
2.2
3.2
0.8
7.2
0.9
100.0%
100.0%
100.0%
100.0%
100.0%
The following table sets forth percentages of gross premiums written, by line, by our Insurance operations:
Other liability
Short-tail lines (1)
Workers' compensation
Professional liability
Commercial auto
Total
Year Ended December 31,
2018
31.6%
22.9
22.6
11.7
11.2
2017
30.6%
22.8
24.6
11.0
11.0
2016
30.9%
23.1
25.1
10.5
10.4
2015
28.9%
24.3
25.5
10.0
11.3
2014
28.3%
25.9
24.2
9.9
11.7
100.0%
100.0%
100.0%
100.0%
100.0%
___________________
(1) Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler
and machinery and other lines.
Reinsurance
We provide other insurance companies and self-insureds with assistance in managing their net risk through reinsurance on
either a portfolio basis, through treaty reinsurance, or on an individual basis, through facultative reinsurance.
Operating units comprising the Reinsurance segment are as follows:
Berkley Re America provides treaty and facultative reinsurance solutions on a variety of product lines through reinsurance
brokers to companies whose primary operations are within the United States and Canada.
Berkley Re Asia Pacific provides property and casualty reinsurance to the Asia Pacific marketplace. With offices in
Brisbane, Melbourne, Sydney, Beijing, Hong Kong and Singapore, each branch focuses on excess of loss reinsurance, targeting
both property and casualty treaty and facultative contracts, through multiple distribution channels.
Berkley Re Solutions is a direct casualty facultative reinsurance underwriter serving clients through a nationwide network
of regional offices. Its facultative reinsurance products include automatic, semi-automatic and individual risk assumed
reinsurance. It also provides its customers with turnkey products such as cyber, employment practices liability insurance
("EPLI"), and liquor liability insurance to help enhance their clients' product offerings, along with underwriting, claims, and
actuarial consultation.
Berkley Re UK writes international property casualty treaty accounts. Its territorial scope includes reinsured clients
domiciled in the United Kingdom, Europe, Africa, the Middle East and the Caribbean.
Lloyd's Syndicate 2791 Participation represents the Company's minority participation in a Lloyd's syndicate that writes a
broad range of mainly short-tail classes of business.
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The following table sets forth the percentages of gross premiums written by each Reinsurance operating unit:
Berkley Re America
Berkley Re Asia Pacific
Berkley Re Solutions
Berkley Re UK
Lloyd's Syndicate 2791 Participation
Other
Total
Year Ended December 31,
2018
2017
2016
2015
2014
42.0%
14.8
14.1
22.2
6.8
0.1
100.0%
52.0%
12.8
15.8
12.6
5.5
1.3
100.0%
64.0%
9.2
10.8
10.0
4.4
1.6
100.0%
60.3%
8.0
10.1
15.4
5.2
1.0
100.0%
56.2%
6.7
10.4
19.9
5.3
1.5
100.0%
The following table sets forth the percentages of gross premiums written, by line, by our Reinsurance operations:
Casualty
Property
Total
Results by Segment
Year Ended December 31,
2018
2017
2016
2015
2014
70.2%
29.8
66.9%
33.1
58.7%
41.3
65.1%
34.9
100.0%
100.0%
100.0%
100.0%
65.5%
34.5
100.0%
Summary financial information about our segments is presented on a GAAP basis in the following table:
2018
2017
2016
2015
2014
Year Ended December 31,
(In thousands)
Insurance
Revenue
The table below represents summary underwriting ratios on a GAAP basis for our segments. Loss ratio is losses and loss
expenses incurred expressed as a percentage of net premiums earned. Expense ratio is underwriting expenses expressed as a
percentage of net premiums earned. Underwriting expenses do not include expenses related to insurance services or unallocated
corporate expenses. Combined ratio is the sum of the loss ratio and the expense ratio. The combined ratio represents a measure
of underwriting profitability, excluding investment income. A number in excess of 100 indicates an underwriting loss; a number
below 100 indicates an underwriting profit:
Insurance
Loss ratio
Expense ratio
Combined ratio
Reinsurance
Loss ratio
Expense ratio
Combined ratio
Total
Loss ratio
Expense ratio
Combined ratio
Investments
Investment results, before income taxes, were as follows:
2018
2017
2016
2015
2014
Year Ended December 31,
61.8%
32.5
94.3%
68.7%
37.7
62.4%
32.9
95.3%
61.6%
32.9
94.5%
80.2%
37.4
63.4%
33.3
96.7%
61.0%
32.5
93.5%
61.6%
39.0
61.1%
33.2
94.3%
106.4%
117.6%
100.6%
60.8%
32.6
93.4%
58.2%
38.4
96.6%
60.5%
33.2
93.7%
60.8%
32.8
93.6%
60.5%
34.6
95.1%
60.8%
33.0
93.8%
$ 6,456,441
$ 6,229,485
$ 6,148,210
$ 5,876,454
$ 5,586,230
Year Ended December 31,
Income before income taxes
856,011
756,153
799,139
748,515
786,723
Reinsurance
Revenue
Income (loss) before income taxes
Other(1)
Revenue
(Loss) income before income taxes
Total
Revenue
600,815
62,144
696,122
(15,276)
777,123
98,277
745,325
122,930
837,901
155,042
634,395
(106,061)
759,157
31,893
728,851
(978)
584,678
(139,415)
704,797
10,431
$ 7,691,651
$ 7,684,764
$ 7,654,184
$ 7,206,457
$ 7,128,928
Income before income taxes
$
812,094
$
772,770
$
896,438
$
732,030
$
952,196
_______________________________________
(1) Represents corporate revenues, corporate expenses, net investment gains and losses, and revenues and expenses from non-
insurance businesses that are consolidated for financial reporting purposes.
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(In thousands)
2018
2017
2016
2015
2014
Average investments, at cost (1)
$ 18,392,297
$ 17,530,590
$ 16,730,964
$ 15,970,931
$ 15,560,335
Net investment income (1)
$
674,235
575,788
564,163
512,645
600,885
Percent earned on average investments (1)
3.7%
3.3%
3.4%
3.2%
3.9%
Net realized and unrealized gains on investments (2) $
154,488
Change in unrealized investment (losses) gains (3)
$
(302,737)
335,858
(69,425)
267,005
371,715
92,324
(192,186)
254,852
72,889
$
$
$
$
$
$
$
$
$
$
$
$
_______________________________________
(1) Includes investments, cash and cash equivalents, trading accounts receivable from brokers and clearing organizations, trading
account securities sold but not yet purchased and unsettled purchases.
(2) Represents realized gains on investments not classified as trading account securities prior to 2018. The inclusion of change in
unrealized gains on equity securities within net income commenced January 1, 2018 due to our adoption of ASU 2016-01.
For the twelve months ended December 31, 2018, includes net realized gains on investment sales of $480 million reduced by
a change in unrealized gains on equity securities of $320 million.
(3) Represents the change in unrealized investment (losses) gains for available for sale securities. Effective January 1, 2018, the
Company adopted new accounting guidance that requires all equity investments with readily determinable fair values (subject
to certain exceptions) to be measured at fair value with changes in the fair value recognized in net income. As a result of this
guidance, the Company recorded a cumulative effect adjustment of $291 million that increased retained earnings and
decreased accumulated other comprehensive income ("AOCI"), resulting in no net impact to total stockholders' equity.
For comparison, the following are the coupon returns for the Barclays U.S. Aggregate Bond Index and the dividend returns for
the S&P 500® Index:
Barclays U.S. Aggregate Bond Index
S&P 500® Index
Year Ended December 31,
2018
2017
2016
2015
2014
3.0%
2.0
3.0%
2.4
3.0%
2.4
3.0%
2.1
3.2%
2.1
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The following table sets forth the percentages of gross premiums written by each Reinsurance operating unit:
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2018
2017
2016
2015
2014
42.0%
52.0%
64.0%
60.3%
56.2%
14.8
14.1
22.2
6.8
0.1
12.8
15.8
12.6
5.5
1.3
9.2
10.8
10.0
4.4
1.6
8.0
10.1
15.4
5.2
1.0
6.7
10.4
19.9
5.3
1.5
100.0%
100.0%
100.0%
100.0%
100.0%
Year Ended December 31,
2018
2017
2016
2015
2014
70.2%
29.8
66.9%
33.1
58.7%
41.3
65.1%
34.9
100.0%
100.0%
100.0%
100.0%
65.5%
34.5
100.0%
Berkley Re America
Berkley Re Asia Pacific
Berkley Re Solutions
Berkley Re UK
Lloyd's Syndicate 2791 Participation
Other
Total
Casualty
Property
Total
(In thousands)
Insurance
Revenue
Reinsurance
Revenue
Other(1)
Revenue
Total
Revenue
The following table sets forth the percentages of gross premiums written, by line, by our Reinsurance operations:
Results by Segment
Summary financial information about our segments is presented on a GAAP basis in the following table:
2018
2017
2016
2015
2014
Year Ended December 31,
Income before income taxes
856,011
756,153
799,139
748,515
786,723
$ 6,456,441
$ 6,229,485
$ 6,148,210
$ 5,876,454
$ 5,586,230
Income (loss) before income taxes
600,815
62,144
696,122
(15,276)
777,123
98,277
745,325
122,930
837,901
155,042
(Loss) income before income taxes
634,395
(106,061)
759,157
31,893
728,851
584,678
(978)
(139,415)
704,797
10,431
Income before income taxes
$
812,094
$
772,770
$
896,438
$
732,030
$
952,196
_______________________________________
(1) Represents corporate revenues, corporate expenses, net investment gains and losses, and revenues and expenses from non-
insurance businesses that are consolidated for financial reporting purposes.
$ 7,691,651
$ 7,684,764
$ 7,654,184
$ 7,206,457
$ 7,128,928
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The table below represents summary underwriting ratios on a GAAP basis for our segments. Loss ratio is losses and loss
expenses incurred expressed as a percentage of net premiums earned. Expense ratio is underwriting expenses expressed as a
percentage of net premiums earned. Underwriting expenses do not include expenses related to insurance services or unallocated
corporate expenses. Combined ratio is the sum of the loss ratio and the expense ratio. The combined ratio represents a measure
of underwriting profitability, excluding investment income. A number in excess of 100 indicates an underwriting loss; a number
below 100 indicates an underwriting profit:
Insurance
Loss ratio
Expense ratio
Combined ratio
Reinsurance
Loss ratio
Expense ratio
Combined ratio
Total
Loss ratio
Expense ratio
Combined ratio
Investments
2018
2017
2016
2015
2014
Year Ended December 31,
61.8%
32.5
94.3%
68.7%
37.7
61.6%
32.9
94.5%
80.2%
37.4
61.0%
32.5
93.5%
61.6%
39.0
106.4%
117.6%
100.6%
62.4%
32.9
95.3%
63.4%
33.3
96.7%
61.1%
33.2
94.3%
60.8%
32.6
93.4%
58.2%
38.4
96.6%
60.5%
33.2
93.7%
60.8%
32.8
93.6%
60.5%
34.6
95.1%
60.8%
33.0
93.8%
Investment results, before income taxes, were as follows:
Year Ended December 31,
(In thousands)
2018
2017
2016
2015
2014
Average investments, at cost (1)
$ 18,392,297
$ 17,530,590
$ 16,730,964
$ 15,970,931
$ 15,560,335
Net investment income (1)
Percent earned on average investments (1)
$
674,235
3.7%
Net realized and unrealized gains on investments (2) $
154,488
Change in unrealized investment (losses) gains (3)
$
(302,737)
$
$
$
575,788
3.3%
335,858
(69,425)
$
$
$
564,163
3.4%
267,005
371,715
$
$
$
512,645
3.2%
92,324
(192,186)
$
$
$
600,885
3.9%
254,852
72,889
_______________________________________
(1) Includes investments, cash and cash equivalents, trading accounts receivable from brokers and clearing organizations, trading
account securities sold but not yet purchased and unsettled purchases.
(2) Represents realized gains on investments not classified as trading account securities prior to 2018. The inclusion of change in
unrealized gains on equity securities within net income commenced January 1, 2018 due to our adoption of ASU 2016-01.
For the twelve months ended December 31, 2018, includes net realized gains on investment sales of $480 million reduced by
a change in unrealized gains on equity securities of $320 million.
(3) Represents the change in unrealized investment (losses) gains for available for sale securities. Effective January 1, 2018, the
Company adopted new accounting guidance that requires all equity investments with readily determinable fair values (subject
to certain exceptions) to be measured at fair value with changes in the fair value recognized in net income. As a result of this
guidance, the Company recorded a cumulative effect adjustment of $291 million that increased retained earnings and
decreased accumulated other comprehensive income ("AOCI"), resulting in no net impact to total stockholders' equity.
For comparison, the following are the coupon returns for the Barclays U.S. Aggregate Bond Index and the dividend returns for
the S&P 500® Index:
Barclays U.S. Aggregate Bond Index
S&P 500® Index
Year Ended December 31,
2018
3.0%
2.0
2017
3.0%
2.4
2016
3.0%
2.4
2015
3.0%
2.1
2014
3.2%
2.1
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The percentages of the fixed maturity portfolio categorized by contractual maturity, based on fair value, on the dates indicated,
are set forth below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or
prepay certain obligations.
1 year or less
Over 1 year through 5 years
Over 5 years through 10 years
Over 10 years
Mortgage-backed securities
Total
Year Ended December 31,
2018
2017
2016
2015
2014
6.9%
5.0%
7.9%
5.8%
7.0%
34.3
22.3
24.7
11.8
37.2
24.8
23.3
9.7
39.6
24.6
18.8
9.1
33.6
30.5
20.3
9.8
32.4
29.8
20.4
10.4
100.0% 100.0% 100.0% 100.0% 100.0%
At December 31, 2018, the fixed maturity portfolio had an effective duration of 2.8 years, including cash and cash
equivalents.
Loss and Loss Expense Reserves
To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet
account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which
have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective
judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such
estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the
report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss.
In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate
payment based upon known information about the claim at that time. The estimate represents an informed judgment based on
general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of
the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported
(“IBNR”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and
other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then
current legal interpretation of coverage provided.
In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These
factors include, among others, historical data, legal developments, changes in social attitudes and economic conditions, including
the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the
effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts
are necessarily based on management’s informed estimates and judgments using currently available data. As additional
experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in
reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are
changed.
The risk and complexity of estimating loss reserves are greater when economic conditions are uncertain. It is especially
difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government
actions. Whereas a slowing economy would generally lead to lower inflation or even deflation, increased government spending
would generally lead to higher inflation. A change in our assumptions regarding inflation would result in reserve increases or
decreases that would be reflected in our earnings in periods in which such assumptions are changed.
Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management
expects the ultimate settlement and claim administration will cost. While the methods for establishing the reserves are well tested
over time, some of the major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation.
These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and
circumstances then known, as well as estimates of trends in claims severity and frequency, judicial theories of liability and other
factors, including the actions of third parties, which are beyond the Company’s control. These variables are affected by external
and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative
changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent
uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a
definitive determination of liability is made. Although the loss reserves included in the Company’s financial statements represent
management’s best estimates, setting reserves is inherently uncertain and the Company cannot provide assurance that its current
reserves will prove adequate in light of subsequent events.
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The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation
reserves that were discounted was $1,793 million and $1,855 million at December 31, 2018 and 2017, respectively. The
aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $563 million and $591 million at
December 31, 2018 and 2017, respectively. At December 31, 2018, discount rates by year ranged from 2.0% to 6.5%, with a
weighted average discount rate of 3.8%.
Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2018) are
excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities
supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates
determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average
rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases
in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized.
The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout
experience.
The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing
approximately 3% of total discounted reserves at December 31, 2018), including reserves for quota share reinsurance and
reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates permitted by the
Department of Insurance of the State of Delaware.
To date, known environmental and asbestos claims have not had a material impact on the Company’s operations, because
its subsidiaries generally did not insure large industrial companies that are subject to significant environmental or asbestos
exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language.
The Company’s net reserves for losses and loss expenses relating to asbestos and environmental claims on policies written
before adoption of the absolute exclusion was $28 million at December 31, 2018 and $30 million at December 31, 2017. The
estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to
make an actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these
exposures and the potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of
litigating the legal issues. Additionally, the determination of ultimate damages and the final allocation of such damages to
financially responsible parties are highly uncertain.
K
0
1
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4
8
2
2
0
1
7
1
11
The percentages of the fixed maturity portfolio categorized by contractual maturity, based on fair value, on the dates indicated,
are set forth below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or
prepay certain obligations.
1
8
1
0
2
2
8
4
9
b
e
1
0
K
Year Ended December 31,
2018
2017
2016
2015
2014
6.9%
5.0%
7.9%
5.8%
7.0%
34.3
22.3
24.7
11.8
37.2
24.8
23.3
9.7
39.6
24.6
18.8
9.1
33.6
30.5
20.3
9.8
32.4
29.8
20.4
10.4
100.0% 100.0% 100.0% 100.0% 100.0%
1 year or less
Over 1 year through 5 years
Over 5 years through 10 years
Over 10 years
Mortgage-backed securities
Total
equivalents.
Loss and Loss Expense Reserves
At December 31, 2018, the fixed maturity portfolio had an effective duration of 2.8 years, including cash and cash
To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet
account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which
have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective
judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such
estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the
report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss.
In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate
payment based upon known information about the claim at that time. The estimate represents an informed judgment based on
general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of
the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported
(“IBNR”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and
other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then
current legal interpretation of coverage provided.
In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These
factors include, among others, historical data, legal developments, changes in social attitudes and economic conditions, including
the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the
effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts
are necessarily based on management’s informed estimates and judgments using currently available data. As additional
experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in
reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are
changed.
The risk and complexity of estimating loss reserves are greater when economic conditions are uncertain. It is especially
difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government
actions. Whereas a slowing economy would generally lead to lower inflation or even deflation, increased government spending
would generally lead to higher inflation. A change in our assumptions regarding inflation would result in reserve increases or
decreases that would be reflected in our earnings in periods in which such assumptions are changed.
Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management
expects the ultimate settlement and claim administration will cost. While the methods for establishing the reserves are well tested
over time, some of the major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation.
These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and
circumstances then known, as well as estimates of trends in claims severity and frequency, judicial theories of liability and other
factors, including the actions of third parties, which are beyond the Company’s control. These variables are affected by external
and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative
changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent
uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a
definitive determination of liability is made. Although the loss reserves included in the Company’s financial statements represent
management’s best estimates, setting reserves is inherently uncertain and the Company cannot provide assurance that its current
reserves will prove adequate in light of subsequent events.
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The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation
reserves that were discounted was $1,793 million and $1,855 million at December 31, 2018 and 2017, respectively. The
aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $563 million and $591 million at
December 31, 2018 and 2017, respectively. At December 31, 2018, discount rates by year ranged from 2.0% to 6.5%, with a
weighted average discount rate of 3.8%.
Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2018) are
excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities
supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates
determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average
rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases
in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized.
The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout
experience.
The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing
approximately 3% of total discounted reserves at December 31, 2018), including reserves for quota share reinsurance and
reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates permitted by the
Department of Insurance of the State of Delaware.
To date, known environmental and asbestos claims have not had a material impact on the Company’s operations, because
its subsidiaries generally did not insure large industrial companies that are subject to significant environmental or asbestos
exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language.
The Company’s net reserves for losses and loss expenses relating to asbestos and environmental claims on policies written
before adoption of the absolute exclusion was $28 million at December 31, 2018 and $30 million at December 31, 2017. The
estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to
make an actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these
exposures and the potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of
litigating the legal issues. Additionally, the determination of ultimate damages and the final allocation of such damages to
financially responsible parties are highly uncertain.
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The table below provides a reconciliation of the beginning of year and end of year property casualty reserves for the
indicated years:
(In thousands)
Net reserves at beginning of year
Net provision for losses and loss expenses:
Claims occurring during the current year (1)
Increase (decrease) in estimates for claims occurring in prior years (2)
Loss reserve discount amortization
Total
Net payments for claims:
Current year
Prior years
Total
Foreign currency translation
Net reserves at end of year
Ceded reserves at end of year
Gross reserves at end of year
2018
$ 10,056,914
2017
$ 9,590,265
$
2016
9,244,872
3,926,489
6,831
41,382
3,963,543
(5,165)
43,970
3,974,702
4,002,348
964,808
2,700,077
3,664,885
(117,848)
10,248,883
1,027,405
2,562,550
3,589,955
54,256
10,056,914
1,717,565
1,613,494
3,826,620
(29,904)
49,084
3,845,800
1,052,452
2,401,722
3,454,174
(46,233)
9,590,265
1,606,930
$ 11,966,448
$ 11,670,408
$ 11,197,195
Net change in premiums and losses occurring in prior years:
(Increase) decrease in estimates for claims occurring in prior years (2)
Retrospective premium adjustments for claims occurring in prior years (3)
Net favorable premium and reserve development on prior years
$
$
(6,831) $
45,638
38,807
$
5,165
32,162
37,327
$
$
29,904
29,000
58,904
____________________________________
(1) Claims occurring during the current year are net of loss reserve discounts of $24,381,000, $22,064,000 and $18,929,000 in
2018, 2017 and 2016, respectively.
(2) The increase (decrease) in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted
basis, the estimates for claims occurring in prior years decreased by $3,738,000 in 2018, $32,132,000 in 2017 and
$59,175,000 in 2016, respectively.
(3) For certain retrospectively rated insurance polices and reinsurance agreements, changes in loss and loss expenses for prior
years are offset by additional or return premiums.
Also, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 13,
Reserves for Losses and Loss Expenses included in our audited consolidated financial statements for further information
regarding the changes in estimates for claims occurring in prior years.
A reconciliation between the reserves as of December 31, 2018 as reported in the accompanying consolidated GAAP
financial statements and those reported on the basis of statutory accounting principles (“SAP”) in the Company’s U.S. regulatory
filings is as follows:
(In thousands)
Net reserves reported in U.S. regulatory filings on a SAP basis
Reserves for non-U.S. companies
Loss reserve discounting (1)
Ceded reserves
$ 9,819,932
479,939
(50,988)
1,717,565
Gross reserves reported in the consolidated GAAP financial statements
$ 11,966,448
_________________________
(1) For statutory purposes, the Company discounts its workers’ compensation reinsurance reserves at 3.3% as prescribed or
permitted by the Department of Insurance of the State of Delaware. In its GAAP financial statements, the Company
discounts excess workers’ compensation reserves at the risk-free rate and assumed workers’ compensation reserves at the
statutory rate.
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Reinsurance
We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the
premiums received on the policies that we write. Reinsurance is purchased principally to reduce net liability on individual risks
and to protect against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability
for the full amount of the policies, it does make the assuming reinsurer contractually liable to the insurer to the extent of the
reinsurance coverage. We monitor the financial condition of our reinsurers and attempt to place our coverages only with
substantial, financially sound carriers. As a result, generally the reinsurers who reinsure our casualty insurance must have an
A.M. Best rating of “A (Excellent)” or better with at least $1 billion in policyholder surplus and the reinsurers who cover our
property insurance must have an A.M. Best rating of “A- (Excellent)” or better with at least $1 billion in policyholder surplus.
Regulation
U.S. Regulation
they do business.
Our U.S. insurance subsidiaries are subject to varying degrees of regulation and supervision in the jurisdictions in which
Overview. Our domestic insurance subsidiaries are subject to statutes which delegate regulatory, supervisory and
administrative powers to state insurance commissioners. This regulation relates to such matters as the standards of solvency
which must be met and maintained; the licensing of insurers and their agents; the nature of and limitations on investments;
deposits of securities for the benefit of policyholders; approval of certain policy forms and premium rates; periodic examination
of the affairs of insurance companies; annual and other reports required to be filed on the financial condition of insurers or for
other purposes; establishment and maintenance of reserves for unearned premiums, loss expenses and losses; and requirements
regarding numerous other matters. Our property casualty subsidiaries, other than excess and surplus and reinsurance subsidiaries,
must generally file all rates with the insurance department of each state in which they operate. Our excess and surplus and
reinsurance subsidiaries generally operate free of rate and form regulation.
Holding Company Statutes. In addition to regulatory supervision of our insurance subsidiaries, we are subject to state
statutes governing insurance holding company systems. Under the terms of applicable state statutes, any person or entity desiring
to purchase more than a specified percentage (commonly 10%) of our outstanding voting securities would be required to obtain
prior regulatory approval of the purchase. Typically, such statutes require that we periodically file information with the
appropriate state insurance commissioner, including information concerning our capital structure, ownership, financial condition
and general business operations.
In addition, we must annually submit to our lead state regulator an “enterprise risk management report” which identifies
the activities and circumstances of any affiliated company that might have a material adverse effect on the financial condition of
our group or our U.S. licensed insurers.
Approximately half the states have also adopted changes to the holding company act that authorize U.S. insurance
regulators to lead or participate in the group-wide supervision of certain international insurance groups. International standard
setters, such as the International Association of Insurance Supervisors (“IAIS”), are developing capital standards for international
groups, and U.S. insurance regulators are currently working on U.S. group capital standards for insurance groups. In 2019, the
IAIS expects to conduct the final round of field testing of the insurance capital standard for internationally active insurance
groups. The U.S. group capital calculation is expected to incorporate existing risk-based capital standards. The National
Association of Insurance Commissioners (“NAIC”) intends to enter the next phase of development by field testing the
calculation tool in early 2019 using year-end 2018 data. It is unclear how the development of group capital measures will interact
with existing capital requirements for insurance companies in the United States and with international capital standards. It is
possible that we may be required to hold additional capital as a result of these developments.
Most states have adopted the NAIC's Risk Management and Own Risk and Solvency Assessment Model Act (the “ORSA
Model Act”), which requires an insurance holding company system’s chief risk officer to submit annually to its lead state
insurance regulator an Own Risk and Solvency Assessment Summary Report (“ORSA”). The ORSA is a confidential internal
assessment of the material and relevant risks associated with an insurer’s current business plan and the sufficiency of capital
resources to support those risks. Under ORSA, we are required to:
regularly, no less than annually, conduct an ORSA to assess the adequacy of our risk management framework, and
•
•
current and estimated projected future solvency position;
internally document the process and results of the assessment; and
13
The table below provides a reconciliation of the beginning of year and end of year property casualty reserves for the
indicated years:
(In thousands)
Net reserves at beginning of year
Net provision for losses and loss expenses:
Claims occurring during the current year (1)
Increase (decrease) in estimates for claims occurring in prior years (2)
Loss reserve discount amortization
2018
2017
2016
$ 10,056,914
$ 9,590,265
$
9,244,872
3,926,489
3,963,543
3,826,620
6,831
41,382
(5,165)
43,970
(29,904)
49,084
3,974,702
4,002,348
3,845,800
964,808
2,700,077
3,664,885
(117,848)
1,027,405
2,562,550
3,589,955
54,256
10,248,883
10,056,914
1,717,565
1,613,494
1,052,452
2,401,722
3,454,174
(46,233)
9,590,265
1,606,930
$ 11,966,448
$ 11,670,408
$ 11,197,195
Net payments for claims:
Total
Current year
Prior years
Total
Foreign currency translation
Net reserves at end of year
Ceded reserves at end of year
Gross reserves at end of year
Net change in premiums and losses occurring in prior years:
(Increase) decrease in estimates for claims occurring in prior years (2)
Retrospective premium adjustments for claims occurring in prior years (3)
Net favorable premium and reserve development on prior years
$
$
(6,831) $
45,638
38,807
$
5,165
32,162
37,327
$
$
29,904
29,000
58,904
(1) Claims occurring during the current year are net of loss reserve discounts of $24,381,000, $22,064,000 and $18,929,000 in
____________________________________
2018, 2017 and 2016, respectively.
(2) The increase (decrease) in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted
basis, the estimates for claims occurring in prior years decreased by $3,738,000 in 2018, $32,132,000 in 2017 and
(3) For certain retrospectively rated insurance polices and reinsurance agreements, changes in loss and loss expenses for prior
$59,175,000 in 2016, respectively.
years are offset by additional or return premiums.
Also, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 13,
Reserves for Losses and Loss Expenses included in our audited consolidated financial statements for further information
regarding the changes in estimates for claims occurring in prior years.
A reconciliation between the reserves as of December 31, 2018 as reported in the accompanying consolidated GAAP
financial statements and those reported on the basis of statutory accounting principles (“SAP”) in the Company’s U.S. regulatory
filings is as follows:
(In thousands)
Reserves for non-U.S. companies
Loss reserve discounting (1)
Ceded reserves
_________________________
Net reserves reported in U.S. regulatory filings on a SAP basis
$ 9,819,932
479,939
(50,988)
1,717,565
Gross reserves reported in the consolidated GAAP financial statements
$ 11,966,448
(1) For statutory purposes, the Company discounts its workers’ compensation reinsurance reserves at 3.3% as prescribed or
permitted by the Department of Insurance of the State of Delaware. In its GAAP financial statements, the Company
discounts excess workers’ compensation reserves at the risk-free rate and assumed workers’ compensation reserves at the
statutory rate.
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Reinsurance
We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the
premiums received on the policies that we write. Reinsurance is purchased principally to reduce net liability on individual risks
and to protect against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability
for the full amount of the policies, it does make the assuming reinsurer contractually liable to the insurer to the extent of the
reinsurance coverage. We monitor the financial condition of our reinsurers and attempt to place our coverages only with
substantial, financially sound carriers. As a result, generally the reinsurers who reinsure our casualty insurance must have an
A.M. Best rating of “A (Excellent)” or better with at least $1 billion in policyholder surplus and the reinsurers who cover our
property insurance must have an A.M. Best rating of “A- (Excellent)” or better with at least $1 billion in policyholder surplus.
Regulation
U.S. Regulation
Our U.S. insurance subsidiaries are subject to varying degrees of regulation and supervision in the jurisdictions in which
they do business.
Overview. Our domestic insurance subsidiaries are subject to statutes which delegate regulatory, supervisory and
administrative powers to state insurance commissioners. This regulation relates to such matters as the standards of solvency
which must be met and maintained; the licensing of insurers and their agents; the nature of and limitations on investments;
deposits of securities for the benefit of policyholders; approval of certain policy forms and premium rates; periodic examination
of the affairs of insurance companies; annual and other reports required to be filed on the financial condition of insurers or for
other purposes; establishment and maintenance of reserves for unearned premiums, loss expenses and losses; and requirements
regarding numerous other matters. Our property casualty subsidiaries, other than excess and surplus and reinsurance subsidiaries,
must generally file all rates with the insurance department of each state in which they operate. Our excess and surplus and
reinsurance subsidiaries generally operate free of rate and form regulation.
Holding Company Statutes. In addition to regulatory supervision of our insurance subsidiaries, we are subject to state
statutes governing insurance holding company systems. Under the terms of applicable state statutes, any person or entity desiring
to purchase more than a specified percentage (commonly 10%) of our outstanding voting securities would be required to obtain
prior regulatory approval of the purchase. Typically, such statutes require that we periodically file information with the
appropriate state insurance commissioner, including information concerning our capital structure, ownership, financial condition
and general business operations.
In addition, we must annually submit to our lead state regulator an “enterprise risk management report” which identifies
the activities and circumstances of any affiliated company that might have a material adverse effect on the financial condition of
our group or our U.S. licensed insurers.
Approximately half the states have also adopted changes to the holding company act that authorize U.S. insurance
regulators to lead or participate in the group-wide supervision of certain international insurance groups. International standard
setters, such as the International Association of Insurance Supervisors (“IAIS”), are developing capital standards for international
groups, and U.S. insurance regulators are currently working on U.S. group capital standards for insurance groups. In 2019, the
IAIS expects to conduct the final round of field testing of the insurance capital standard for internationally active insurance
groups. The U.S. group capital calculation is expected to incorporate existing risk-based capital standards. The National
Association of Insurance Commissioners (“NAIC”) intends to enter the next phase of development by field testing the
calculation tool in early 2019 using year-end 2018 data. It is unclear how the development of group capital measures will interact
with existing capital requirements for insurance companies in the United States and with international capital standards. It is
possible that we may be required to hold additional capital as a result of these developments.
Most states have adopted the NAIC's Risk Management and Own Risk and Solvency Assessment Model Act (the “ORSA
Model Act”), which requires an insurance holding company system’s chief risk officer to submit annually to its lead state
insurance regulator an Own Risk and Solvency Assessment Summary Report (“ORSA”). The ORSA is a confidential internal
assessment of the material and relevant risks associated with an insurer’s current business plan and the sufficiency of capital
resources to support those risks. Under ORSA, we are required to:
•
•
regularly, no less than annually, conduct an ORSA to assess the adequacy of our risk management framework, and
current and estimated projected future solvency position;
internally document the process and results of the assessment; and
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provide a confidential high-level ORSA Summary Report annually to the Commissioner of Insurance of the State of
Delaware (our lead state commissioner).
Cybersecurity Regulations. New York’s cybersecurity regulation for financial services institutions that are authorized by
the New York State Department of Financial Services ("Part 500"), including our insurance subsidiaries licensed in New York,
became effective on March 1, 2017. The regulation, which is being implemented in stages, requires these entities to establish and
maintain a cybersecurity program designed to protect consumers’ private data and the confidentiality, integrity and availability of
the licensee’s information systems. On October 24, 2017, the NAIC adopted the Insurance Data Security Model Law (the
“Cybersecurity Model Law”), which establishes standards for data security, the investigation of cybersecurity events involving
unauthorized access to, or the misuse of, certain nonpublic information, and reporting to insurance commissioners. The
Cybersecurity Model Law imposes significant new regulatory burdens intended to protect the confidentiality, integrity and
availability of information systems. Its implementation will be based on adoption by state legislatures. To date, the Cybersecurity
Model Law has only been adopted in South Carolina. Importantly, a drafting note in the Cybersecurity Model Law states that a
licensee’s compliance with the New York cybersecurity regulation is intended to constitute compliance with the Cybersecurity
Model Law. We made the initial certifications as required by Part 500 for licensed entities. Finally, privacy and data security
legislation has become an issue in many states and localities over the last 12 months. For example, in 2018 California enacted
the California Consumer Privacy Act (“CCPA”), which broadly regulates the sale of California residents’ personal information
and grants California residents certain rights to, among other things, access and delete data about them in certain circumstances.
CCPA goes into effect on January 1, 2020, and compliance with the CCPA may increase the cost of providing our services in
California. Other states have considered - and may adopt - similar proposals. We cannot predict the impact, if any, that any
proposed or future cybersecurity regulations will have on our business, financial condition or results of operations.
Risk Based Capital Requirements. The NAIC utilizes a Risk Based Capital (“RBC”) formula that is designed to measure
the adequacy of an insurer's statutory surplus in relation to the risks inherent in its business. The RBC formula develops a risk
adjusted target level of adjusted statutory capital by applying certain factors to various asset, premium and reserve items. The
NAIC RBC Model Law provides for four incremental levels of regulatory attention for insurers whose surplus is below the
calculated RBC target. These levels of attention range in severity from requiring the insurer to submit a plan for corrective action
to actually placing the insurer under regulatory control. The RBC of each of our domestic insurance subsidiaries was above any
RBC action level as of December 31, 2018.
Insurance Regulatory Information System. The NAIC also has developed a set of 13 financial ratios referred to as the
Insurance Regulatory Information System (“IRIS”). On the basis of statutory financial statements filed with state insurance
regulators, the NAIC annually calculates these IRIS ratios to assist state insurance regulators in monitoring the financial
condition of insurance companies. The NAIC has established an acceptable range for each of the IRIS financial ratios.
Guaranty Funds. Our U.S. insurance subsidiaries are also subject to assessment by state guaranty funds when an insurer
in a particular jurisdiction has been judicially declared insolvent and the insolvent company's available funds are insufficient to
pay policyholders and claimants the amounts to which they are entitled. The protection afforded under a state's guaranty fund to
policyholders of the insolvent insurer varies from state to state. Generally, all licensed property casualty insurers are considered
to be members of the fund, and assessments are based upon their pro rata share of direct written premiums in that state. The
NAIC Post-Assessment Property and Liability Insurance Guaranty Association Model Act, which many states have adopted,
limits assessments to an insurer to 2% of its subject premium and permits recoupment of assessments through rate setting.
Likewise, several states (or underwriting organizations of which our insurance subsidiaries are required to be members) have
limited assessment authority with regard to deficits in certain lines of business.
Additionally, state insurance laws and regulations require us to participate in mandatory property-liability “shared
market,” “pooling” or similar arrangements that provide certain types of insurance coverage to individuals or others who
otherwise are unable to purchase coverage voluntarily provided by private insurers. Shared market mechanisms include assigned
risk plans and fair access to insurance requirement or “FAIR” plans. In addition, some states require insurers to participate in
reinsurance pools for claims that exceed specified amounts. Our participation in these mandatory shared market or pooling
mechanisms generally is related to the amount of our direct writings for the type of coverage written by the specific arrangement
in the applicable state.
Dividends. We receive funds from our insurance company subsidiaries in the form of dividends and management fees for
certain management services. Annual dividends in excess of maximum amounts prescribed by state statutes may not be paid
without the approval of the insurance commissioner of the state in which an insurance subsidiary is domiciled. See
“Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.”
Trade Practices. State insurance laws and regulations include numerous provisions governing trade practices and the
marketplace activities of insurers, including provisions governing marketing and sales practices, policyholder services, claims
management and complaint handling. State regulatory authorities generally enforce these provisions through periodic market
conduct examinations.
14
Investment Regulation. Investments by our domestic insurance companies must comply with applicable laws and
regulations which prescribe the kind, quality and concentration of investments. In general, these laws and regulations permit
investments in federal, state and municipal obligations, corporate bonds, preferred and common equity securities, mortgage
loans, real estate and certain other investments, subject to specified limits and certain other qualifications. Investments that do
not comply with these limits and qualifications are deducted in our insurance subsidiaries' calculation of their statutory capital
and surplus.
Terrorism Risk Insurance. The Terrorism Risk Insurance Act of 2002 established a Federal program that provides for a
system of shared public and private compensation for insured losses resulting from acts of terrorism. Pursuant to the Terrorism
Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), the program has been extended for a six year period ending
on December 31, 2020. TRIPRA provides a federal backstop to all U.S. based property and casualty insurers for insurance
related losses resulting from any act of terrorism on U.S. soil or against certain U.S. air carriers, vessels or foreign missions.
TRIPRA is applicable to almost all commercial lines of property and casualty insurance but excludes commercial auto, burglary
and theft, surety, professional liability and farm owners' multi-peril insurance. Insurers with direct commercial property and
casualty insurance exposure in the United States are required to participate in the program and make available coverage for
certified acts of terrorism. TRIPRA's definition of certified acts includes domestic terrorism. Federal participation will be
triggered under TRIPRA when the Secretary of Treasury certifies an act of terrorism. Under the program, the federal government
will currently pay 82% of an insurer's covered losses in excess of the insurer's applicable deductible. This amount will decrease
to 80% on a pro-rata basis over five years, which began in 2017. The insurer's deductible is based on 20% of earned premium for
the prior year for covered lines of commercial property and casualty insurance. Based on our 2018 earned premiums, our
aggregate deductible under TRIPRA during 2019 will be approximately $969 million. The federal program will not pay losses
for certified acts unless such losses exceed $180 million industry-wide for calendar year 2019. This threshold will increase to
$200 million on a pro-rata basis over five years which began in 2016. TRIPRA limits the federal government's share of losses at
$100 billion for a program year. In addition, an insurer that has satisfied its deductible is not liable for the payment of losses in
excess of the $100 billion cap.
Excess and Surplus Lines. The regulation of our U.S. subsidiaries' excess and surplus lines insurance business differs
significantly from the regulation of our admitted business. Our surplus lines subsidiaries are subject to the surplus lines
regulation and reporting requirements of the jurisdictions in which they are eligible to write surplus lines insurance. Although the
surplus lines business is generally less regulated than admitted business, principally with respect to rates and policy forms, strict
regulations apply to surplus lines placements in the laws of every state and the regulation of surplus lines insurance may undergo
changes in the future. Federal or state measures may be introduced to increase the oversight of surplus lines insurance in the
future.
Federal Regulation. Although the federal government and its regulatory agencies generally do not directly regulate the
business of insurance, federal initiatives could have an impact on our business in a variety of ways. The Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) effected sweeping changes to financial services regulation
in the United States. The Dodd-Frank Act created two new federal government bodies, the Federal Insurance Office (the “FIO”)
and the Financial Stability Oversight Council (the “FSOC”), which may impact the regulation of insurance. Although the FIO
has preemption authority over state insurance laws that conflict with certain international agreements, it does not have general
supervisory or regulatory authority over the business of insurance. The FIO has authority to represent the United States in
international insurance matters and is authorized to monitor the U.S. insurance industry and identify potential regulatory gaps
that could contribute to systemic risk. In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act
(“Economic Growth Act”) was signed into law. Among other things, the Economic Growth Act addresses the roles played by
federal regulators at international insurance standard-setting forums. It directs the Director of the FIO and the Board of
Governors of the Federal Reserve to support increased transparency at international standard-setting regulatory forums (e.g., the
IAIS). These federal regulations also instruct the FIO and the Federal Reserve to achieve consensus positions with the states
through the NAIC prior to taking a position on any insurance proposal by a global insurance regulatory forum.
The Dodd-Frank Act authorizes the Secretary of the Treasury and U.S. Trade Representative to enter into international
agreements of mutual recognition regarding the prudential regulation of insurance or reinsurance (a “Covered Agreement”). In
January 2017, the U.S. Department of Treasury and the U.S. Trade Representative announced the completion of Covered
Agreement negotiations with the European Union (“EU”).
The Covered Agreement addresses three areas of prudential supervision: reinsurance, group supervision and the exchange
of information between the U.S. and EU. In September 2017, the U.S. and EU signed the Covered Agreement. Each party has
begun the process of completing its internal requirements and procedures (such as amending or promulgating appropriate
statutes and regulations) in order for the Covered Agreement to enter into force. Under the Covered Agreement, reinsurance
collateral requirements will no longer apply to qualifying EU reinsurers that sell reinsurance to the U.S. market, and U.S.
reinsurers operating in the EU market will no longer be subject to “local presence” requirements. The Covered Agreement
establishes group supervision practices that apply only to U.S. and EU insurance groups operating in both territories. For
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provide a confidential high-level ORSA Summary Report annually to the Commissioner of Insurance of the State of
Delaware (our lead state commissioner).
Cybersecurity Regulations. New York’s cybersecurity regulation for financial services institutions that are authorized by
the New York State Department of Financial Services ("Part 500"), including our insurance subsidiaries licensed in New York,
became effective on March 1, 2017. The regulation, which is being implemented in stages, requires these entities to establish and
maintain a cybersecurity program designed to protect consumers’ private data and the confidentiality, integrity and availability of
the licensee’s information systems. On October 24, 2017, the NAIC adopted the Insurance Data Security Model Law (the
“Cybersecurity Model Law”), which establishes standards for data security, the investigation of cybersecurity events involving
unauthorized access to, or the misuse of, certain nonpublic information, and reporting to insurance commissioners. The
Cybersecurity Model Law imposes significant new regulatory burdens intended to protect the confidentiality, integrity and
availability of information systems. Its implementation will be based on adoption by state legislatures. To date, the Cybersecurity
Model Law has only been adopted in South Carolina. Importantly, a drafting note in the Cybersecurity Model Law states that a
licensee’s compliance with the New York cybersecurity regulation is intended to constitute compliance with the Cybersecurity
Model Law. We made the initial certifications as required by Part 500 for licensed entities. Finally, privacy and data security
legislation has become an issue in many states and localities over the last 12 months. For example, in 2018 California enacted
the California Consumer Privacy Act (“CCPA”), which broadly regulates the sale of California residents’ personal information
and grants California residents certain rights to, among other things, access and delete data about them in certain circumstances.
CCPA goes into effect on January 1, 2020, and compliance with the CCPA may increase the cost of providing our services in
California. Other states have considered - and may adopt - similar proposals. We cannot predict the impact, if any, that any
proposed or future cybersecurity regulations will have on our business, financial condition or results of operations.
Risk Based Capital Requirements. The NAIC utilizes a Risk Based Capital (“RBC”) formula that is designed to measure
the adequacy of an insurer's statutory surplus in relation to the risks inherent in its business. The RBC formula develops a risk
adjusted target level of adjusted statutory capital by applying certain factors to various asset, premium and reserve items. The
NAIC RBC Model Law provides for four incremental levels of regulatory attention for insurers whose surplus is below the
calculated RBC target. These levels of attention range in severity from requiring the insurer to submit a plan for corrective action
to actually placing the insurer under regulatory control. The RBC of each of our domestic insurance subsidiaries was above any
RBC action level as of December 31, 2018.
Insurance Regulatory Information System. The NAIC also has developed a set of 13 financial ratios referred to as the
Insurance Regulatory Information System (“IRIS”). On the basis of statutory financial statements filed with state insurance
regulators, the NAIC annually calculates these IRIS ratios to assist state insurance regulators in monitoring the financial
condition of insurance companies. The NAIC has established an acceptable range for each of the IRIS financial ratios.
Guaranty Funds. Our U.S. insurance subsidiaries are also subject to assessment by state guaranty funds when an insurer
in a particular jurisdiction has been judicially declared insolvent and the insolvent company's available funds are insufficient to
pay policyholders and claimants the amounts to which they are entitled. The protection afforded under a state's guaranty fund to
policyholders of the insolvent insurer varies from state to state. Generally, all licensed property casualty insurers are considered
to be members of the fund, and assessments are based upon their pro rata share of direct written premiums in that state. The
NAIC Post-Assessment Property and Liability Insurance Guaranty Association Model Act, which many states have adopted,
limits assessments to an insurer to 2% of its subject premium and permits recoupment of assessments through rate setting.
Likewise, several states (or underwriting organizations of which our insurance subsidiaries are required to be members) have
limited assessment authority with regard to deficits in certain lines of business.
Additionally, state insurance laws and regulations require us to participate in mandatory property-liability “shared
market,” “pooling” or similar arrangements that provide certain types of insurance coverage to individuals or others who
otherwise are unable to purchase coverage voluntarily provided by private insurers. Shared market mechanisms include assigned
risk plans and fair access to insurance requirement or “FAIR” plans. In addition, some states require insurers to participate in
reinsurance pools for claims that exceed specified amounts. Our participation in these mandatory shared market or pooling
mechanisms generally is related to the amount of our direct writings for the type of coverage written by the specific arrangement
in the applicable state.
Dividends. We receive funds from our insurance company subsidiaries in the form of dividends and management fees for
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Investment Regulation. Investments by our domestic insurance companies must comply with applicable laws and
regulations which prescribe the kind, quality and concentration of investments. In general, these laws and regulations permit
investments in federal, state and municipal obligations, corporate bonds, preferred and common equity securities, mortgage
loans, real estate and certain other investments, subject to specified limits and certain other qualifications. Investments that do
not comply with these limits and qualifications are deducted in our insurance subsidiaries' calculation of their statutory capital
and surplus.
Terrorism Risk Insurance. The Terrorism Risk Insurance Act of 2002 established a Federal program that provides for a
system of shared public and private compensation for insured losses resulting from acts of terrorism. Pursuant to the Terrorism
Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), the program has been extended for a six year period ending
on December 31, 2020. TRIPRA provides a federal backstop to all U.S. based property and casualty insurers for insurance
related losses resulting from any act of terrorism on U.S. soil or against certain U.S. air carriers, vessels or foreign missions.
TRIPRA is applicable to almost all commercial lines of property and casualty insurance but excludes commercial auto, burglary
and theft, surety, professional liability and farm owners' multi-peril insurance. Insurers with direct commercial property and
casualty insurance exposure in the United States are required to participate in the program and make available coverage for
certified acts of terrorism. TRIPRA's definition of certified acts includes domestic terrorism. Federal participation will be
triggered under TRIPRA when the Secretary of Treasury certifies an act of terrorism. Under the program, the federal government
will currently pay 82% of an insurer's covered losses in excess of the insurer's applicable deductible. This amount will decrease
to 80% on a pro-rata basis over five years, which began in 2017. The insurer's deductible is based on 20% of earned premium for
the prior year for covered lines of commercial property and casualty insurance. Based on our 2018 earned premiums, our
aggregate deductible under TRIPRA during 2019 will be approximately $969 million. The federal program will not pay losses
for certified acts unless such losses exceed $180 million industry-wide for calendar year 2019. This threshold will increase to
$200 million on a pro-rata basis over five years which began in 2016. TRIPRA limits the federal government's share of losses at
$100 billion for a program year. In addition, an insurer that has satisfied its deductible is not liable for the payment of losses in
excess of the $100 billion cap.
Excess and Surplus Lines. The regulation of our U.S. subsidiaries' excess and surplus lines insurance business differs
significantly from the regulation of our admitted business. Our surplus lines subsidiaries are subject to the surplus lines
regulation and reporting requirements of the jurisdictions in which they are eligible to write surplus lines insurance. Although the
surplus lines business is generally less regulated than admitted business, principally with respect to rates and policy forms, strict
regulations apply to surplus lines placements in the laws of every state and the regulation of surplus lines insurance may undergo
changes in the future. Federal or state measures may be introduced to increase the oversight of surplus lines insurance in the
future.
Federal Regulation. Although the federal government and its regulatory agencies generally do not directly regulate the
business of insurance, federal initiatives could have an impact on our business in a variety of ways. The Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) effected sweeping changes to financial services regulation
in the United States. The Dodd-Frank Act created two new federal government bodies, the Federal Insurance Office (the “FIO”)
and the Financial Stability Oversight Council (the “FSOC”), which may impact the regulation of insurance. Although the FIO
has preemption authority over state insurance laws that conflict with certain international agreements, it does not have general
supervisory or regulatory authority over the business of insurance. The FIO has authority to represent the United States in
international insurance matters and is authorized to monitor the U.S. insurance industry and identify potential regulatory gaps
that could contribute to systemic risk. In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act
(“Economic Growth Act”) was signed into law. Among other things, the Economic Growth Act addresses the roles played by
federal regulators at international insurance standard-setting forums. It directs the Director of the FIO and the Board of
Governors of the Federal Reserve to support increased transparency at international standard-setting regulatory forums (e.g., the
IAIS). These federal regulations also instruct the FIO and the Federal Reserve to achieve consensus positions with the states
through the NAIC prior to taking a position on any insurance proposal by a global insurance regulatory forum.
The Dodd-Frank Act authorizes the Secretary of the Treasury and U.S. Trade Representative to enter into international
agreements of mutual recognition regarding the prudential regulation of insurance or reinsurance (a “Covered Agreement”). In
January 2017, the U.S. Department of Treasury and the U.S. Trade Representative announced the completion of Covered
Agreement negotiations with the European Union (“EU”).
certain management services. Annual dividends in excess of maximum amounts prescribed by state statutes may not be paid
The Covered Agreement addresses three areas of prudential supervision: reinsurance, group supervision and the exchange
without the approval of the insurance commissioner of the state in which an insurance subsidiary is domiciled. See
“Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.”
Trade Practices. State insurance laws and regulations include numerous provisions governing trade practices and the
marketplace activities of insurers, including provisions governing marketing and sales practices, policyholder services, claims
management and complaint handling. State regulatory authorities generally enforce these provisions through periodic market
conduct examinations.
of information between the U.S. and EU. In September 2017, the U.S. and EU signed the Covered Agreement. Each party has
begun the process of completing its internal requirements and procedures (such as amending or promulgating appropriate
statutes and regulations) in order for the Covered Agreement to enter into force. Under the Covered Agreement, reinsurance
collateral requirements will no longer apply to qualifying EU reinsurers that sell reinsurance to the U.S. market, and U.S.
reinsurers operating in the EU market will no longer be subject to “local presence” requirements. The Covered Agreement
establishes group supervision practices that apply only to U.S. and EU insurance groups operating in both territories. For
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instance, the Covered Agreement provides that U.S. insurance groups with operations in the EU will be supervised at the
worldwide level only by U.S. insurance regulators, and precludes EU insurance supervisors from exercising solvency and capital
requirements over the worldwide operations of U.S. insurers.
U.S. states have five years from the date of signature to remove reinsurance collateral requirements for EU reinsurers that
meet certain standards (such as minimum capital and solvency ratios and claims payment standards), while EU member states
have two years to revise their “local presence” laws. Under the Dodd-Frank Act, the FIO has preemption authority over state
insurance laws that conflict with the Covered Agreement. Accordingly, the NAIC is working on proposed amendments to the
NAIC’s Credit for Reinsurance Model Law in order to satisfy the substantive and timing requirements of the Covered
Agreement. Additionally, in late December 2018, the U.S. Department of the Treasury and the Office of the U.S. Trade
Representative entered into a covered agreement with the U.K., which will extend the benefits of the Covered Agreement to the
U.K. after Brexit. We cannot currently predict the impact of these changes to the law or whether any other covered agreements
will be successfully adopted, and cannot currently estimate the impact of these changes to the law and any such adopted covered
agreements on our business, financial condition or operating results.
The FIO also can recommend to the FSOC that it designate an insurer as an entity posing risks to the United
States' financial stability in the event of the insurer's material financial distress or failure, i.e., a "systemically important financial
institution." An insurer so designated by FSOC will be subject to Federal Reserve supervision and heightened prudential
standards. As of December 31, 2018, there are no longer any non-bank financial firms, including insurance groups, designated as
systemically significant. In November 2017, the U.S. Department of Treasury issued a report recommending certain changes to
FSOC’s process for designating non-bank financial companies as systemically significant in order to make the designation
process more rigorous, clear and transparent. To date, the FSOC has not updated its rules to reflect these recommendations.
Based upon our current business model and balance sheet, we do not believe that we will be designated by the FSOC as
such an institution. Although the potential impacts of the Dodd-Frank Act, its implementing regulations and potential
amendments to the Dodd-Frank Act on the U.S. insurance industry are not clear, our business could be affected by changes to the
U.S. system of insurance regulation or our designation or the designation of insurers or reinsurers with which we do business as
systemically important non-bank financial companies.
International Regulation
Our insurance subsidiaries based in the United Kingdom are regulated by the Prudential Regulation Authority ("PRA")
and/or the Financial Conduct Authority ("FCA"). The PRA's primary objectives with regard to insurers are to promote the safety
and soundness of insurers and to contribute to the securing of an appropriate degree of protection for current and future
policyholders, while the FCA has three operational objectives: (i) to secure an appropriate degree of protection for consumers,
(ii) to protect and enhance the integrity of the United Kingdom financial system, and (iii) to promote effective competition in the
interests of consumers in the financial services markets. The PRA and FCA employ a variety of regulatory tools to achieve their
objectives, including periodic auditing and reporting requirements, risk assessment reviews, minimum solvency margins and
individual capital assessment requirements, dividend restrictions, in certain cases, approval requirements governing the
appointment of key officers, approval requirements governing controlling ownership interests and various other requirements.
Certain of our U.K. subsidiaries are authorized by the PRA to effect and carry out contracts of insurance (which includes
reinsurance) in the U.K. and are regulated by both the PRA and the FCA for prudential and conduct of business matters
respectively.
Our Lloyd's managing agency is regulated by the PRA, FCA and Lloyd's, and the Lloyd's syndicate business is subject to
Lloyd's supervision. Through Lloyd's, we are licensed to write business in various countries throughout the world by virtue of
Lloyd's international licenses. In each such country, we are subject to the laws and insurance regulation of that country. Our
insurance subsidiary based in Liechtenstein is regulated by the Financial Market Authority of Liechtenstein, which has
regulatory tools analogous to those of the U.K. regulators noted above. Additionally, U.K. and Liechtenstein laws and
regulations also impact us as “controllers” of our European-regulated subsidiaries, whereby we are required to notify the
appropriate authorities about significant events relating to such regulated subsidiaries' controllers (i.e. persons or entities which
have certain levels of direct or indirect voting power or economic interests in the regulated entities) as well as changes of
control, and to submit annual reports regarding their controllers. The PRA/FCA's Senior Managers and Certification Regime and
analogous regulation in Liechtenstein further provide regulatory frameworks for standards of fitness and propriety, conduct and
accountability for individuals in positions of responsibility at insurers. In addition, certain employees are individually registered
at Lloyd's.
An insurance company with authorization to write insurance business in the U.K. may currently provide cross-border
services in the other member states of the European Economic Area (“EEA”), a group including member states of the European
Union (“EU”) in addition to Switzerland, Norway, Liechtenstein and Iceland. These rights may be restricted or modified
depending on the United Kingdom’s planned withdrawal from the EU and/or EEA-See below “Risks Relating To Our Business-
The United Kingdom leaving the EU could adversely affect our business” for more information.
16
Our insurance business throughout the EU and EEA is subject to "Solvency II", an insurance regulatory regime governing,
among other things, capital adequacy and risk management which became effective on January 1, 2016. Lloyd’s applies a
capital adequacy test to all Lloyd’s syndicates, including our syndicate, that is based on Solvency II principles. Solvency II
provides for the supervision of group solvency. Under Solvency II, it is possible that the U.S. parent of a European Union
subsidiary could be subject to certain Solvency II requirements if the U.S. company is not already subject to regulations deemed
“equivalent” to Solvency II. Currently, the U.S. system of insurance regulation relating to group supervision is not deemed
"equivalent" to Solvency II by European Union authorities. However, we have received a waiver from the PRA, subject to
conditions, with respect to the PRA's supervision of our group, which waives the requirement on us to maintain a group solvency
capital requirement as calculated under Solvency II rules. The Covered Agreement also prohibits any EU supervisor from
exercising group-wide supervision at any level above the highest company organized in the country of that supervisor.
We must also comply with the recently enacted EU General Data Protection Regulation (“GDPR”), which took effect in
May 2018. The regulation’s goal is to impose increased individual rights and protections for all personal data located in or
originating from the EU. GDPR is extraterritorial in that it applies to all businesses in the EU and any business outside the EU
that process EU personal data of individuals in the EU. Moreover, there are significant fines associated with non-compliance. In
particular, as the European member states reframe their national legislation to prepare for and harmonize with the GDPR, we will
need to monitor our compliance with all relevant member states' laws and regulations, including where permitted derogations
from the GDPR are introduced. The introduction of the GDPR, and any resultant changes in EU member states’ national laws
and regulations, may increase our compliance obligations and may necessitate the review and implementation of policies and
processes relating to our collection and use of data, and may require us to change our business practices regarding these matters.
Our international operations are also subject to varying degrees of regulation in Mexico, Australia and Canada and in
certain other countries in Europe, South America, and Southeast Asia. Generally, our subsidiaries must satisfy local regulatory
requirements. While each country imposes licensing, solvency, auditing and financial reporting requirements, the type and extent
of the requirements differ substantially. Key areas where country regulations may differ include: (i) the type of financial reports
to be filed; (ii) a requirement to use local intermediaries; (iii) the amount of reinsurance permissible; (iv) the scope of any
regulation of policy forms and rates; and (v) the type and frequency of regulatory examinations.
Competition
The property casualty insurance and reinsurance businesses are highly competitive, with many insurance companies of
various sizes, as well as other entities offering risk alternatives such as self-insured retentions or captive programs, transacting
business in the United States and internationally. We compete directly with a large number of these companies. Competition in
our industry is largely measured by the ability to provide insurance and services at a price and on terms that are reasonable and
acceptable to the customer. Our strategy in this highly fragmented industry is to seek specialized areas or geographic regions
where our operating units can gain a competitive advantage by responding quickly to changing market conditions. Our operating
units establish their own pricing practices based upon a Company-wide philosophy to price products with the intent of making an
underwriting profit.
Competition for the Insurance business within the United States comes from other specialty insurers, regional carriers,
large national multi-line companies and reinsurers. Our specialty operating units compete with excess and surplus insurers as
well as standard carriers. Other regional units compete with mutual and other regional stock companies as well as national
carriers. Additionally, direct writers of property casualty insurance compete with our regional units by writing insurance through
their salaried employees, generally at a lower acquisition cost than through independent agents such as those used by the
Company. Our Insurance operations compete internationally with native insurance operations both large and small, which in
some cases are related to government entities, as well as with branches or local subsidiaries of multinational companies.
Competition for the Reinsurance business, which is especially strong, comes from domestic and foreign reinsurers, which
produce their business either on a direct basis or through the broker market. These competitors include Swiss Re, Munich Re,
Berkshire Hathaway, Transatlantic Reinsurance, Partner Re and others.
In recent years, various institutional investors have increasingly sought to participate in the property and casualty
insurance and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance
industries, or existing competitors that receive substantial infusions of capital, provide increasing competition, which may
adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs for insurers
that rely on reinsurance and, as a consequence, those insurers may be able to price their products more competitively.
Employees
As of January 31, 2019, we employed 7,448 individuals. Of this number, our subsidiaries employed 7,310 persons and the
remaining persons were employed at the parent company.
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instance, the Covered Agreement provides that U.S. insurance groups with operations in the EU will be supervised at the
worldwide level only by U.S. insurance regulators, and precludes EU insurance supervisors from exercising solvency and capital
requirements over the worldwide operations of U.S. insurers.
U.S. states have five years from the date of signature to remove reinsurance collateral requirements for EU reinsurers that
meet certain standards (such as minimum capital and solvency ratios and claims payment standards), while EU member states
have two years to revise their “local presence” laws. Under the Dodd-Frank Act, the FIO has preemption authority over state
insurance laws that conflict with the Covered Agreement. Accordingly, the NAIC is working on proposed amendments to the
NAIC’s Credit for Reinsurance Model Law in order to satisfy the substantive and timing requirements of the Covered
Agreement. Additionally, in late December 2018, the U.S. Department of the Treasury and the Office of the U.S. Trade
Representative entered into a covered agreement with the U.K., which will extend the benefits of the Covered Agreement to the
U.K. after Brexit. We cannot currently predict the impact of these changes to the law or whether any other covered agreements
will be successfully adopted, and cannot currently estimate the impact of these changes to the law and any such adopted covered
agreements on our business, financial condition or operating results.
The FIO also can recommend to the FSOC that it designate an insurer as an entity posing risks to the United
States' financial stability in the event of the insurer's material financial distress or failure, i.e., a "systemically important financial
institution." An insurer so designated by FSOC will be subject to Federal Reserve supervision and heightened prudential
standards. As of December 31, 2018, there are no longer any non-bank financial firms, including insurance groups, designated as
systemically significant. In November 2017, the U.S. Department of Treasury issued a report recommending certain changes to
FSOC’s process for designating non-bank financial companies as systemically significant in order to make the designation
process more rigorous, clear and transparent. To date, the FSOC has not updated its rules to reflect these recommendations.
Based upon our current business model and balance sheet, we do not believe that we will be designated by the FSOC as
such an institution. Although the potential impacts of the Dodd-Frank Act, its implementing regulations and potential
amendments to the Dodd-Frank Act on the U.S. insurance industry are not clear, our business could be affected by changes to the
U.S. system of insurance regulation or our designation or the designation of insurers or reinsurers with which we do business as
systemically important non-bank financial companies.
International Regulation
Our insurance subsidiaries based in the United Kingdom are regulated by the Prudential Regulation Authority ("PRA")
and/or the Financial Conduct Authority ("FCA"). The PRA's primary objectives with regard to insurers are to promote the safety
and soundness of insurers and to contribute to the securing of an appropriate degree of protection for current and future
policyholders, while the FCA has three operational objectives: (i) to secure an appropriate degree of protection for consumers,
(ii) to protect and enhance the integrity of the United Kingdom financial system, and (iii) to promote effective competition in the
interests of consumers in the financial services markets. The PRA and FCA employ a variety of regulatory tools to achieve their
objectives, including periodic auditing and reporting requirements, risk assessment reviews, minimum solvency margins and
individual capital assessment requirements, dividend restrictions, in certain cases, approval requirements governing the
appointment of key officers, approval requirements governing controlling ownership interests and various other requirements.
Certain of our U.K. subsidiaries are authorized by the PRA to effect and carry out contracts of insurance (which includes
reinsurance) in the U.K. and are regulated by both the PRA and the FCA for prudential and conduct of business matters
respectively.
Our Lloyd's managing agency is regulated by the PRA, FCA and Lloyd's, and the Lloyd's syndicate business is subject to
Lloyd's supervision. Through Lloyd's, we are licensed to write business in various countries throughout the world by virtue of
Lloyd's international licenses. In each such country, we are subject to the laws and insurance regulation of that country. Our
insurance subsidiary based in Liechtenstein is regulated by the Financial Market Authority of Liechtenstein, which has
regulatory tools analogous to those of the U.K. regulators noted above. Additionally, U.K. and Liechtenstein laws and
regulations also impact us as “controllers” of our European-regulated subsidiaries, whereby we are required to notify the
appropriate authorities about significant events relating to such regulated subsidiaries' controllers (i.e. persons or entities which
have certain levels of direct or indirect voting power or economic interests in the regulated entities) as well as changes of
control, and to submit annual reports regarding their controllers. The PRA/FCA's Senior Managers and Certification Regime and
analogous regulation in Liechtenstein further provide regulatory frameworks for standards of fitness and propriety, conduct and
accountability for individuals in positions of responsibility at insurers. In addition, certain employees are individually registered
at Lloyd's.
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Our insurance business throughout the EU and EEA is subject to "Solvency II", an insurance regulatory regime governing,
among other things, capital adequacy and risk management which became effective on January 1, 2016. Lloyd’s applies a
capital adequacy test to all Lloyd’s syndicates, including our syndicate, that is based on Solvency II principles. Solvency II
provides for the supervision of group solvency. Under Solvency II, it is possible that the U.S. parent of a European Union
subsidiary could be subject to certain Solvency II requirements if the U.S. company is not already subject to regulations deemed
“equivalent” to Solvency II. Currently, the U.S. system of insurance regulation relating to group supervision is not deemed
"equivalent" to Solvency II by European Union authorities. However, we have received a waiver from the PRA, subject to
conditions, with respect to the PRA's supervision of our group, which waives the requirement on us to maintain a group solvency
capital requirement as calculated under Solvency II rules. The Covered Agreement also prohibits any EU supervisor from
exercising group-wide supervision at any level above the highest company organized in the country of that supervisor.
We must also comply with the recently enacted EU General Data Protection Regulation (“GDPR”), which took effect in
May 2018. The regulation’s goal is to impose increased individual rights and protections for all personal data located in or
originating from the EU. GDPR is extraterritorial in that it applies to all businesses in the EU and any business outside the EU
that process EU personal data of individuals in the EU. Moreover, there are significant fines associated with non-compliance. In
particular, as the European member states reframe their national legislation to prepare for and harmonize with the GDPR, we will
need to monitor our compliance with all relevant member states' laws and regulations, including where permitted derogations
from the GDPR are introduced. The introduction of the GDPR, and any resultant changes in EU member states’ national laws
and regulations, may increase our compliance obligations and may necessitate the review and implementation of policies and
processes relating to our collection and use of data, and may require us to change our business practices regarding these matters.
Our international operations are also subject to varying degrees of regulation in Mexico, Australia and Canada and in
certain other countries in Europe, South America, and Southeast Asia. Generally, our subsidiaries must satisfy local regulatory
requirements. While each country imposes licensing, solvency, auditing and financial reporting requirements, the type and extent
of the requirements differ substantially. Key areas where country regulations may differ include: (i) the type of financial reports
to be filed; (ii) a requirement to use local intermediaries; (iii) the amount of reinsurance permissible; (iv) the scope of any
regulation of policy forms and rates; and (v) the type and frequency of regulatory examinations.
Competition
The property casualty insurance and reinsurance businesses are highly competitive, with many insurance companies of
various sizes, as well as other entities offering risk alternatives such as self-insured retentions or captive programs, transacting
business in the United States and internationally. We compete directly with a large number of these companies. Competition in
our industry is largely measured by the ability to provide insurance and services at a price and on terms that are reasonable and
acceptable to the customer. Our strategy in this highly fragmented industry is to seek specialized areas or geographic regions
where our operating units can gain a competitive advantage by responding quickly to changing market conditions. Our operating
units establish their own pricing practices based upon a Company-wide philosophy to price products with the intent of making an
underwriting profit.
Competition for the Insurance business within the United States comes from other specialty insurers, regional carriers,
large national multi-line companies and reinsurers. Our specialty operating units compete with excess and surplus insurers as
well as standard carriers. Other regional units compete with mutual and other regional stock companies as well as national
carriers. Additionally, direct writers of property casualty insurance compete with our regional units by writing insurance through
their salaried employees, generally at a lower acquisition cost than through independent agents such as those used by the
Company. Our Insurance operations compete internationally with native insurance operations both large and small, which in
some cases are related to government entities, as well as with branches or local subsidiaries of multinational companies.
Competition for the Reinsurance business, which is especially strong, comes from domestic and foreign reinsurers, which
produce their business either on a direct basis or through the broker market. These competitors include Swiss Re, Munich Re,
Berkshire Hathaway, Transatlantic Reinsurance, Partner Re and others.
In recent years, various institutional investors have increasingly sought to participate in the property and casualty
insurance and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance
industries, or existing competitors that receive substantial infusions of capital, provide increasing competition, which may
adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs for insurers
that rely on reinsurance and, as a consequence, those insurers may be able to price their products more competitively.
An insurance company with authorization to write insurance business in the U.K. may currently provide cross-border
Employees
services in the other member states of the European Economic Area (“EEA”), a group including member states of the European
As of January 31, 2019, we employed 7,448 individuals. Of this number, our subsidiaries employed 7,310 persons and the
Union (“EU”) in addition to Switzerland, Norway, Liechtenstein and Iceland. These rights may be restricted or modified
remaining persons were employed at the parent company.
depending on the United Kingdom’s planned withdrawal from the EU and/or EEA-See below “Risks Relating To Our Business-
The United Kingdom leaving the EU could adversely affect our business” for more information.
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Other Information about the Company's Business
ITEM 1A. RISK FACTORS
We maintain an interest in the acquisition and startup of complementary businesses and continue to evaluate possible
acquisitions and new ventures on an ongoing basis. In addition, our operating units develop new coverages or enter lines of
business to meet the needs of insureds.
Our businesses face significant risks. If any of the events or circumstances described as risks below occur, our
businesses, results of operations and/or financial condition could be materially and adversely affected. In addition to those
described below, our businesses may also be adversely affected by risks and uncertainties not currently known to us or that we
Seasonal weather variations and other events affect the severity and frequency of losses sustained by the insurance and
reinsurance operating units. Although the effect on our business of catastrophes such as tornadoes, hurricanes, hailstorms,
wildfires, earthquakes and terrorist acts may be mitigated by reinsurance, they nevertheless can have a significant impact on the
results of any one or more reporting periods.
currently consider immaterial.
Risks Relating to Our Industry
We have no customer that accounts for 10 percent or more of our consolidated revenues.
industry.
Compliance by W. R. Berkley and its subsidiaries with federal, state and local provisions that have been enacted or
adopted regulating the discharge of materials into the environment, or otherwise relating to protection of the environment, has
not had a material effect upon our capital expenditures, earnings or competitive position.
The Company's internet address is www.wrberkley.com. The information on our website is not incorporated by reference
in this annual report on Form 10-K. The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
and other reports filed by us or with respect to our securities by others are accessible free of charge through this website as soon
as reasonably practicable after they have been electronically filed with or furnished to the SEC.
18
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Our results may fluctuate as a result of many factors, including cyclical changes in the insurance and reinsurance
The results of companies in the property casualty insurance industry historically have been subject to significant
fluctuations and uncertainties in demand and pricing, causing cyclical changes in the insurance and reinsurance industry. The
demand for insurance is influenced primarily by general economic conditions, while the supply of insurance is often directly
related to available capacity or the perceived profitability of the business. In recent years, we have faced significant
competition in our business, as a result of new entrants and capital providers, as well as existing insurers seeking to gain market
share. As a result, premium rates have increased at a modest pace for certain lines of business, while they have decreased in
others. The adequacy of premium rates is affected mainly by the severity and frequency of claims, which are influenced by
many factors, including natural disasters, regulatory measures and court decisions that define and expand the extent of coverage
and the effects of economic inflation on the amount of compensation due for injuries or losses. In addition, investment rates of
return have impacted rate adequacy, with interest rates remaining at or near historic lows. These factors can have a significant
impact on ultimate profitability because a property casualty insurance policy is priced before its costs are known as premiums
usually are determined long before claims are reported. These factors could produce results that would have a negative impact
on our results of operations and financial condition.
We face significant competitive pressures in our businesses, which have pressured premium rates in certain areas and
could harm our ability to maintain or increase our profitability and premium volume.
We compete with a large number of other companies in our selected lines of business. We compete, and will continue to
compete, with major U.S. and non-U.S. insurers and reinsurers, other regional companies, as well as mutual companies,
specialty insurance companies, underwriting agencies and diversified financial services companies. Competitiveness in our
businesses is based on many factors, including premium charges, ratings assigned by independent rating agencies, commissions
paid to producers, the perceived financial strength of the company, other terms and conditions offered, services provided
(including ease of doing business over the internet), speed of claims payment and reputation and experience in the lines to be
written. In recent years, the insurance industry has undergone increasing consolidation, which may further increase
competition.
Some of our competitors, particularly in the Reinsurance business, have greater financial and/or marketing resources
than we do. These competitors within the reinsurance segment include Swiss Re, Munich Re, Berkshire Hathaway,
Transatlantic Reinsurance, and Partner Re. We expect that perceived financial strength, in particular, will become more
important as customers seek high quality reinsurers.
Over the past several years, increased supply has led to significant competition in our business. Our E&S operating units
have also encountered competition from admitted companies seeking to increase market share. Although insurance prices have
generally increased for most lines of business since 2011, the rate of increase declined in more recent years before beginning to
modestly accelerate again. Loss costs have also increased over that period of time. With the low level of interest rates available,
current price levels for certain lines of business remain below the prices required for us to achieve our long-term return
objectives. We expect to continue to face strong competition in these and our other lines of business and, as a result, pressure on
pricing and policy terms and conditions.
In recent years, various types of investors have increasingly sought to participate in the property and casualty insurance
and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance industries, or
existing competitors that receive substantial infusions of capital or access to third-party capital, provide increasing competition,
which may adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs
for insurers that rely on reinsurance and, as a consequence, those insurers may be able to price their products more
competitively. In addition, technology companies or other third parties have created, and may in the future create, technology-
enabled business models, processes, platforms or alternate distribution channels that may adversely impact our competitive
position.
This intense competition could cause the supply and/or demand for insurance or reinsurance to change, which affect our
ability to price our products at attractive rates and retain existing business or write new products at adequate rates or on terms
19
Other Information about the Company's Business
We maintain an interest in the acquisition and startup of complementary businesses and continue to evaluate possible
acquisitions and new ventures on an ongoing basis. In addition, our operating units develop new coverages or enter lines of
business to meet the needs of insureds.
Seasonal weather variations and other events affect the severity and frequency of losses sustained by the insurance and
reinsurance operating units. Although the effect on our business of catastrophes such as tornadoes, hurricanes, hailstorms,
wildfires, earthquakes and terrorist acts may be mitigated by reinsurance, they nevertheless can have a significant impact on the
results of any one or more reporting periods.
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ITEM 1A. RISK FACTORS
Our businesses face significant risks. If any of the events or circumstances described as risks below occur, our
businesses, results of operations and/or financial condition could be materially and adversely affected. In addition to those
described below, our businesses may also be adversely affected by risks and uncertainties not currently known to us or that we
currently consider immaterial.
Risks Relating to Our Industry
Our results may fluctuate as a result of many factors, including cyclical changes in the insurance and reinsurance
We have no customer that accounts for 10 percent or more of our consolidated revenues.
industry.
1022849be 10K
26
Compliance by W. R. Berkley and its subsidiaries with federal, state and local provisions that have been enacted or
adopted regulating the discharge of materials into the environment, or otherwise relating to protection of the environment, has
not had a material effect upon our capital expenditures, earnings or competitive position.
The Company's internet address is www.wrberkley.com. The information on our website is not incorporated by reference
in this annual report on Form 10-K. The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
and other reports filed by us or with respect to our securities by others are accessible free of charge through this website as soon
as reasonably practicable after they have been electronically filed with or furnished to the SEC.
The results of companies in the property casualty insurance industry historically have been subject to significant
fluctuations and uncertainties in demand and pricing, causing cyclical changes in the insurance and reinsurance industry. The
demand for insurance is influenced primarily by general economic conditions, while the supply of insurance is often directly
related to available capacity or the perceived profitability of the business. In recent years, we have faced significant
competition in our business, as a result of new entrants and capital providers, as well as existing insurers seeking to gain market
share. As a result, premium rates have increased at a modest pace for certain lines of business, while they have decreased in
others. The adequacy of premium rates is affected mainly by the severity and frequency of claims, which are influenced by
many factors, including natural disasters, regulatory measures and court decisions that define and expand the extent of coverage
and the effects of economic inflation on the amount of compensation due for injuries or losses. In addition, investment rates of
return have impacted rate adequacy, with interest rates remaining at or near historic lows. These factors can have a significant
impact on ultimate profitability because a property casualty insurance policy is priced before its costs are known as premiums
usually are determined long before claims are reported. These factors could produce results that would have a negative impact
on our results of operations and financial condition.
We face significant competitive pressures in our businesses, which have pressured premium rates in certain areas and
could harm our ability to maintain or increase our profitability and premium volume.
We compete with a large number of other companies in our selected lines of business. We compete, and will continue to
compete, with major U.S. and non-U.S. insurers and reinsurers, other regional companies, as well as mutual companies,
specialty insurance companies, underwriting agencies and diversified financial services companies. Competitiveness in our
businesses is based on many factors, including premium charges, ratings assigned by independent rating agencies, commissions
paid to producers, the perceived financial strength of the company, other terms and conditions offered, services provided
(including ease of doing business over the internet), speed of claims payment and reputation and experience in the lines to be
written. In recent years, the insurance industry has undergone increasing consolidation, which may further increase
competition.
Some of our competitors, particularly in the Reinsurance business, have greater financial and/or marketing resources
than we do. These competitors within the reinsurance segment include Swiss Re, Munich Re, Berkshire Hathaway,
Transatlantic Reinsurance, and Partner Re. We expect that perceived financial strength, in particular, will become more
important as customers seek high quality reinsurers.
Over the past several years, increased supply has led to significant competition in our business. Our E&S operating units
have also encountered competition from admitted companies seeking to increase market share. Although insurance prices have
generally increased for most lines of business since 2011, the rate of increase declined in more recent years before beginning to
modestly accelerate again. Loss costs have also increased over that period of time. With the low level of interest rates available,
current price levels for certain lines of business remain below the prices required for us to achieve our long-term return
objectives. We expect to continue to face strong competition in these and our other lines of business and, as a result, pressure on
pricing and policy terms and conditions.
In recent years, various types of investors have increasingly sought to participate in the property and casualty insurance
and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance industries, or
existing competitors that receive substantial infusions of capital or access to third-party capital, provide increasing competition,
which may adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs
for insurers that rely on reinsurance and, as a consequence, those insurers may be able to price their products more
competitively. In addition, technology companies or other third parties have created, and may in the future create, technology-
enabled business models, processes, platforms or alternate distribution channels that may adversely impact our competitive
position.
This intense competition could cause the supply and/or demand for insurance or reinsurance to change, which affect our
ability to price our products at attractive rates and retain existing business or write new products at adequate rates or on terms
18
19
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and conditions acceptable to us. If we are unable to retain existing business or write new business at adequate rates or on terms
and conditions acceptable to us, our results of operations could be materially and adversely affected.
As a property casualty insurer, we face losses from natural and man-made catastrophes.
Property casualty insurers are subject to claims arising out of catastrophes that may have a significant effect on their
Our actual claims losses may exceed our reserves for claims, which may require us to establish additional reserves.
results of operations, liquidity and financial condition. Catastrophe losses have had a significant impact on our results. For
Our gross reserves for losses and loss expenses were approximately $12.0 billion as of December 31, 2018. Our loss
reserves reflect our best estimates of the cost of settling claims and related expenses with respect to insured events that have
occurred.
Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management
expects the ultimate settlement and claims administration will cost for claims that have occurred, whether known or unknown.
The major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates,
which generally involve actuarial projections, are based on management's assessment of facts and circumstances then known,
as well as estimates of future trends in claims severity and frequency, inflation, judicial theories of liability, reinsurance
coverage, legislative changes and other factors, including the actions of third parties, which are beyond our control.
The inherent uncertainties of estimating reserves are greater for certain types of liabilities, where long periods of time
elapse before a definitive determination of liability is made and settlement is reached. In periods with increased economic
volatility, it becomes more difficult to accurately predict claim costs. It is especially difficult to estimate the impact of inflation
on loss reserves given the current economic environment and related government actions. Both inflation overall and medical
cost inflation, which has historically been greater than inflation overall, can have an adverse impact.
Reserve estimates are continually refined in an ongoing process as experience develops and further claims are reported
and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because
setting reserves is inherently uncertain, we cannot assure that our current reserves will prove adequate in light of subsequent
events. Should we need to increase our reserves, our pre-tax income for the reporting period would decrease by a corresponding
amount.
We discount our reserves for excess and assumed workers' compensation business because of the long period of time
over which losses are paid. Discounting is intended to appropriately match losses and loss expenses to income earned on
investment securities supporting liabilities. The expected loss and loss expense payout pattern subject to discounting is derived
from our loss payout experience. Changes in the loss and loss expense payout pattern are recorded in the period they are
determined. If the actual loss payout pattern is shorter than anticipated, the discount will be reduced and pre-tax income will
decrease by a corresponding amount.
The effects of emerging claim and coverage issues on our business are uncertain.
As industry practices and economic, legal, judicial, social and other environmental conditions change, unexpected and
2018 earned premiums, our aggregate deductible under TRIPRA during 2019 is approximately $969 million. TRIPRA is
unintended issues related to claim and coverage may emerge. These issues may adversely affect our business by either
extending coverage beyond our underwriting intent or by increasing the number or size of claims. Examples of emerging
claims and coverage issues include, but are not limited to:
•
•
•
judicial expansion of policy coverage and a greater propensity to grant claimants more favorable amounts and the
impact of new theories of liability;
plaintiffs targeting property and casualty insurers, including us, in purported class action litigation relating to
claims-handling and other practices;
social inflation trends, including higher and more frequent claims, more favorable judgments and legislated
increases;
• medical developments that link health issues to particular causes, resulting in liability claims; and
•
•
claims relating to unanticipated consequences of current or new technologies, including cyber security related risks;
and claims relating to potentially changing climate conditions; and
increased claims due to third party funding of litigation.
In some instances, these emerging issues may not become apparent for some time after we have issued the affected
insurance policies. As a result, the full extent of liability under our insurance policies may not be known until many years after
the policies are issued.
In addition, the potential passage of new legislation designed to expand the right to sue, to remove limitations on
recovery, to extend the statutes of limitations or otherwise to repeal or weaken tort reforms could have an adverse impact on our
business.
The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our
business and materially and adversely affect our results of operations.
20
that we write.
business.
•
•
•
•
•
•
•
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example, catastrophe losses net of reinsurance recoveries were $105 million in 2018, $184 million in 2017, and $105 million in
2016. Similarly, man-made catastrophes can also have a material impact on our financial results.
Catastrophes can be caused by various events, including hurricanes, windstorms, earthquakes, tsunamis, hailstorms,
explosions, severe winter weather and fires, as well as terrorist and other man-made activities, including drilling, mining and
other industrial accidents, cyber events or terrorist activities. The incidence and severity of catastrophes are inherently
unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area
affected by the event and the severity of the event. Some catastrophes are restricted to small geographic areas; however,
hurricanes, earthquakes, tsunamis and other disasters may produce significant damage in large, heavily populated areas.
Catastrophes can cause losses in a variety of our property and casualty lines, and most of our past catastrophe-related claims
have resulted from severe storms. Seasonal weather variations or the impact of climate change may affect the severity and
frequency of our losses. Insurance companies are not permitted to reserve for a catastrophe until it has occurred. It is therefore
possible that a catastrophic event or multiple catastrophic events could produce significant losses and have a material adverse
effect on our results of operations and financial condition.
Changing climate conditions may increase the frequency and severity of catastrophic events and thereby adversely
affect our financial condition and results.
Over the past several years, changing weather patterns and climatic conditions, such as global warming, appear to have
contributed to the unpredictability, frequency and severity of natural disasters and created additional uncertainty as to future
trends and exposures. There is a growing scientific consensus that global warming and other climate change are increasing the
frequency and severity of catastrophic weather events, such as hurricanes, tornadoes, windstorms, floods and other natural
disasters. Such changes make it more difficult for us to predict and model catastrophic events, reducing our ability to
accurately price our exposure to such events and mitigate our risks. Any increase in the frequency or severity of natural
disasters may adversely affect our financial condition and results.
We, as a primary insurer, may have significant exposure for terrorist acts.
To the extent an act of terrorism, whether a domestic or foreign act, is certified by the Secretary of Treasury, we may be
covered under the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), for up to 82% of our losses for
certain property/casualty lines of insurance. However, any such coverage would be subject to a mandatory deductible based on
20% of earned premium for the prior year for the covered lines of commercial property and casualty insurance. Based on our
currently in effect through December 31, 2020. In addition, the coverage provided under TRIPRA does not apply to reinsurance
We are subject to extensive governmental regulation, which increases our costs and could restrict the conduct of our
We are subject to extensive governmental regulation and supervision in both the United States and foreign jurisdictions.
Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors.
This system of regulation, generally administered in the United States by a department of insurance in each state in which we
do business, relates to, among other things:
standards of solvency, including risk-based capital measurements;
restrictions on the nature, quality and concentration of investments;
requirements pertaining to certain methods of accounting;
evaluating enterprise risk to an insurer;
rate and form regulation pertaining to certain of our insurance businesses;
potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies
provided by impaired, insolvent or failed insurance companies; and
involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies.
State insurance departments conduct periodic examinations of the affairs of insurance companies and require the filing
of annual and other reports relating to the financial condition of insurance companies, holding company issues and other
matters. Our Insurance business internationally is also generally subject to a similar regulatory scheme in each of the
jurisdictions where we conduct operations outside the United States.
21
and conditions acceptable to us. If we are unable to retain existing business or write new business at adequate rates or on terms
and conditions acceptable to us, our results of operations could be materially and adversely affected.
Our actual claims losses may exceed our reserves for claims, which may require us to establish additional reserves.
Our gross reserves for losses and loss expenses were approximately $12.0 billion as of December 31, 2018. Our loss
reserves reflect our best estimates of the cost of settling claims and related expenses with respect to insured events that have
occurred.
Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management
expects the ultimate settlement and claims administration will cost for claims that have occurred, whether known or unknown.
The major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates,
which generally involve actuarial projections, are based on management's assessment of facts and circumstances then known,
as well as estimates of future trends in claims severity and frequency, inflation, judicial theories of liability, reinsurance
coverage, legislative changes and other factors, including the actions of third parties, which are beyond our control.
The inherent uncertainties of estimating reserves are greater for certain types of liabilities, where long periods of time
elapse before a definitive determination of liability is made and settlement is reached. In periods with increased economic
volatility, it becomes more difficult to accurately predict claim costs. It is especially difficult to estimate the impact of inflation
on loss reserves given the current economic environment and related government actions. Both inflation overall and medical
cost inflation, which has historically been greater than inflation overall, can have an adverse impact.
Reserve estimates are continually refined in an ongoing process as experience develops and further claims are reported
and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because
setting reserves is inherently uncertain, we cannot assure that our current reserves will prove adequate in light of subsequent
events. Should we need to increase our reserves, our pre-tax income for the reporting period would decrease by a corresponding
amount.
We discount our reserves for excess and assumed workers' compensation business because of the long period of time
over which losses are paid. Discounting is intended to appropriately match losses and loss expenses to income earned on
investment securities supporting liabilities. The expected loss and loss expense payout pattern subject to discounting is derived
from our loss payout experience. Changes in the loss and loss expense payout pattern are recorded in the period they are
determined. If the actual loss payout pattern is shorter than anticipated, the discount will be reduced and pre-tax income will
decrease by a corresponding amount.
The effects of emerging claim and coverage issues on our business are uncertain.
As industry practices and economic, legal, judicial, social and other environmental conditions change, unexpected and
unintended issues related to claim and coverage may emerge. These issues may adversely affect our business by either
extending coverage beyond our underwriting intent or by increasing the number or size of claims. Examples of emerging
claims and coverage issues include, but are not limited to:
judicial expansion of policy coverage and a greater propensity to grant claimants more favorable amounts and the
impact of new theories of liability;
claims-handling and other practices;
increases;
plaintiffs targeting property and casualty insurers, including us, in purported class action litigation relating to
social inflation trends, including higher and more frequent claims, more favorable judgments and legislated
• medical developments that link health issues to particular causes, resulting in liability claims; and
claims relating to unanticipated consequences of current or new technologies, including cyber security related risks;
and claims relating to potentially changing climate conditions; and
increased claims due to third party funding of litigation.
In some instances, these emerging issues may not become apparent for some time after we have issued the affected
insurance policies. As a result, the full extent of liability under our insurance policies may not be known until many years after
•
•
•
•
•
In addition, the potential passage of new legislation designed to expand the right to sue, to remove limitations on
the policies are issued.
business.
The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our
business and materially and adversely affect our results of operations.
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1022849be 10K
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As a property casualty insurer, we face losses from natural and man-made catastrophes.
Property casualty insurers are subject to claims arising out of catastrophes that may have a significant effect on their
results of operations, liquidity and financial condition. Catastrophe losses have had a significant impact on our results. For
example, catastrophe losses net of reinsurance recoveries were $105 million in 2018, $184 million in 2017, and $105 million in
2016. Similarly, man-made catastrophes can also have a material impact on our financial results.
Catastrophes can be caused by various events, including hurricanes, windstorms, earthquakes, tsunamis, hailstorms,
explosions, severe winter weather and fires, as well as terrorist and other man-made activities, including drilling, mining and
other industrial accidents, cyber events or terrorist activities. The incidence and severity of catastrophes are inherently
unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area
affected by the event and the severity of the event. Some catastrophes are restricted to small geographic areas; however,
hurricanes, earthquakes, tsunamis and other disasters may produce significant damage in large, heavily populated areas.
Catastrophes can cause losses in a variety of our property and casualty lines, and most of our past catastrophe-related claims
have resulted from severe storms. Seasonal weather variations or the impact of climate change may affect the severity and
frequency of our losses. Insurance companies are not permitted to reserve for a catastrophe until it has occurred. It is therefore
possible that a catastrophic event or multiple catastrophic events could produce significant losses and have a material adverse
effect on our results of operations and financial condition.
Changing climate conditions may increase the frequency and severity of catastrophic events and thereby adversely
affect our financial condition and results.
Over the past several years, changing weather patterns and climatic conditions, such as global warming, appear to have
contributed to the unpredictability, frequency and severity of natural disasters and created additional uncertainty as to future
trends and exposures. There is a growing scientific consensus that global warming and other climate change are increasing the
frequency and severity of catastrophic weather events, such as hurricanes, tornadoes, windstorms, floods and other natural
disasters. Such changes make it more difficult for us to predict and model catastrophic events, reducing our ability to
accurately price our exposure to such events and mitigate our risks. Any increase in the frequency or severity of natural
disasters may adversely affect our financial condition and results.
We, as a primary insurer, may have significant exposure for terrorist acts.
To the extent an act of terrorism, whether a domestic or foreign act, is certified by the Secretary of Treasury, we may be
covered under the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), for up to 82% of our losses for
certain property/casualty lines of insurance. However, any such coverage would be subject to a mandatory deductible based on
20% of earned premium for the prior year for the covered lines of commercial property and casualty insurance. Based on our
2018 earned premiums, our aggregate deductible under TRIPRA during 2019 is approximately $969 million. TRIPRA is
currently in effect through December 31, 2020. In addition, the coverage provided under TRIPRA does not apply to reinsurance
that we write.
We are subject to extensive governmental regulation, which increases our costs and could restrict the conduct of our
business.
We are subject to extensive governmental regulation and supervision in both the United States and foreign jurisdictions.
Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors.
This system of regulation, generally administered in the United States by a department of insurance in each state in which we
do business, relates to, among other things:
•
•
•
•
•
•
•
standards of solvency, including risk-based capital measurements;
restrictions on the nature, quality and concentration of investments;
requirements pertaining to certain methods of accounting;
evaluating enterprise risk to an insurer;
rate and form regulation pertaining to certain of our insurance businesses;
potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies
provided by impaired, insolvent or failed insurance companies; and
involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies.
recovery, to extend the statutes of limitations or otherwise to repeal or weaken tort reforms could have an adverse impact on our
State insurance departments conduct periodic examinations of the affairs of insurance companies and require the filing
20
21
of annual and other reports relating to the financial condition of insurance companies, holding company issues and other
matters. Our Insurance business internationally is also generally subject to a similar regulatory scheme in each of the
jurisdictions where we conduct operations outside the United States.
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1022849be 10K
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file://sanjfs5.sa1.com/Sandy/1022849be
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Federal financial services modernization legislation and legislative and regulatory initiatives taken or which may be
taken in response to conditions in the financial markets, global insurance supervision and other factors may lead to additional
federal regulation of the insurance industry in the coming years.
The Dodd-Frank Act effected sweeping changes to financial services regulation in the United States. The Dodd-Frank
Act established the Financial Stability Oversight Council (“FSOC”), which is authorized to recommend that certain
systemically significant non-bank financial companies, including insurance companies, be regulated by the Board of Governors
of the Federal Reserve. The Dodd-Frank Act also established a Federal Insurance Office (“FIO”) which is authorized to study,
monitor and report to Congress on the U.S. insurance industry and the significance of global reinsurance to the U.S. insurance
market. The FIO also can recommend to the FSOC that it designate an insurer as an entity posing risks to the United States
financial stability in the event of the insurer's material financial distress or failure. The potential impact of the Dodd-Frank Act,
as amended by the recent Economic Growth Act, on the U.S. insurance business is not clear. Our business could be affected by
changes, whether as a result of the Dodd-Frank Act or otherwise, to the U.S. system of insurance regulation or our designation
or the designation of insurers or reinsurers with which we do business as systemically significant non-bank financial
companies.
Although state regulation is the primary form of regulation of insurance and reinsurance in the United States, in addition
to the changes brought about by the Dodd-Frank Act, Congress has considered various proposals relating to the creation of an
optional federal charter and repeal of the insurance company antitrust exemption from the McCarran-Ferguson Act. We may be
subject to potentially increased federal oversight as a financial institution. In addition, the current administration and the
volatile political environment may increase the chance of other federal legislative and regulatory changes that could affect us in
ways we cannot predict.
With respect to international measures, Solvency II, the EU regime concerning the capital adequacy, risk management
knowledgeable about our business. If the quality of our underwriting team and other personnel decreases, we may be unable to
and regulatory reporting for insurers and reinsurers may affect our insurance businesses. Implementation of Solvency II in EU
member states occurred on January 1, 2016, and as the Solvency II regime evolves over time, we may be required to utilize a
significant amount of resources to ensure compliance. In addition, despite the waiver of the Solvency II group capital
requirements we received, Solvency II may have the effect of increasing the capital requirements of our EU domiciled insurers.
Additionally, our capital requirements and compliance requirements may be adversely affected if the EU commission does not
deem the insurance regulatory regimes of the jurisdictions outside the EU in which we have insurance or reinsurance
companies domiciled to be "equivalent" to Solvency II. If our compliance with Solvency II or any other regulatory regime is
challenged, we may be subject to monetary or other penalties. In addition, in order to ensure compliance with applicable
regulatory requirements or as a result of any investigation, including remediation efforts, we could be required to incur
significant expenses and undertake additional work, which in turn may divert resources from our business.
We may be unable to maintain all required licenses and approvals and our business may not fully comply with the wide
variety of applicable laws and regulations or the relevant authority's interpretation of the laws and regulations. Also, some
regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals. If we do not have the
requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities
could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us. Also,
changes in the level of regulation of the insurance industry, whether federal, state or foreign, or changes in laws or regulations
themselves or interpretations by regulatory authorities, may further restrict the conduct of our business.
Risks Relating to Our Business
Our international operations expose us to investment, political and economic risks, including foreign currency and
credit risk.
Our expanding international operations in the United Kingdom, Continental Europe, South America, Canada, Mexico,
Scandinavia, the Asia-Pacific region, Africa and Australia expose us to increased investment, political and economic risks,
including foreign currency and credit risk. Changes in the value of the U.S. dollar relative to other currencies could have an
adverse effect on our results of operations and financial condition.
Our investments in non-U.S.-denominated assets are subject to fluctuations in non-U.S. securities and currency markets,
counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit.
and those markets can be volatile. Non-U.S. currency fluctuations also affect the value of any dividends paid by our non-
U.S. subsidiaries to their parent companies in the U.S.
The United Kingdom leaving the EU could adversely affect our business.
The 2016 U.K. referendum on its membership in the EU resulted in a majority of U.K. voters voting in favor of the U.K.
Certain of our insurance company subsidiaries are rated by A.M. Best, Standard & Poor's and Moody's. Our ratings are subject
leaving the EU (“Brexit”). On March 29, 2017, the U.K. government formally notified the European Council of the U.K.’s
intention to withdraw from the EU. The member withdrawal provisions in the EU treaty provide that the U.K. and the EU will
negotiate a withdrawal agreement by March 29, 2019 (unless such deadline is extended by unanimous vote of the EU member
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states). As part of the sequenced approach to the talks set out by the EU, sufficient progress needs to be made on the withdrawal
arrangements before any talks on a future trade deal between the EU and the U.K. can begin. In November 2018, the U.K. and
EU announced agreement on a draft text of a withdrawal agreement, which would include the application of transitional
provisions under which EU law would broadly remain in force in the U.K. until the end of 2020. However, there is uncertainty
as to whether the withdrawal agreement, which is subject to approval of the U.K. Parliament and has been rejected in its current
form, will actually be entered. In the absence of such an agreement, there would be no transitional provisions and a "hard"
Brexit would occur on March 29, 2019, unless the U.K. Government were to revoke its withdrawal notice or if the two year
period to reach agreement were extended.
Depending on the terms of the withdrawal, the U.K. could lose access to the single EU market and to free trade deals
with several countries that already have agreements with the EU. Such a decline in trade could affect the attractiveness of the
U.K. and impact our U.K. business. We also face risks associated with the potential uncertainty and consequences related to
Brexit, including with respect to volatility in financial markets, exchange rates and interest rates. These uncertainties could
increase the volatility of, or reduce, our investment results in particular periods or over time. Brexit could adversely affect
European or worldwide political, regulatory, economic or market conditions and could contribute to instability in political
institutions and regulatory agencies. Brexit could also lead to legal uncertainty and differing laws and regulations between the
U.K. and the EU. Any of these potential effects, and others we cannot anticipate, could adversely affect our results of
operations or financial condition.
We may be unable to attract and retain key personnel and qualified employees.
We depend on our ability to attract and retain key personnel, including our President and CEO, Executive Chairman,
senior executive officers, presidents of our operating units, experienced underwriters and other skilled employees who are
maintain our current competitive position in the specialized markets in which we operate, and be unable to expand our
operations into new products and markets.
We cannot guarantee that our reinsurers will pay in a timely fashion, if at all, and, as a result, we could experience
losses.
We purchase reinsurance by transferring part of the risk that we have assumed, known as ceding, to a reinsurance
company in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer
contractually liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us, the reinsured, of our
liability to our policyholders. Our reinsurers may not pay the reinsurance recoverables that they owe to us or they may not pay
such recoverables on a timely basis. Accordingly, we bear credit risk with respect to our reinsurers, and if our reinsurers fail to
pay us, our financial results would be adversely affected. Underwriting results and investment returns of some of our reinsurers
may affect their future ability to pay claims. As of December 31, 2018, the amount due from our reinsurers was approximately
$1,932 million, including amounts due from state funds and industry pools where it was intended that we would bear no risk.
Certain of these amounts are secured by letters of credit or by funds held in trust on our behalf.
We are subject to credit risk relating to our policyholders, independent agents and brokers.
In addition to exposure to credit risk related to our reinsurance recoverables and investment portfolio, we are exposed to
credit risk in several other areas of our business, including credit risk relating to policyholders, independent agents and brokers.
For example our policyholders, independent agents or brokers may not pay a part of or the full amount of premiums owed to us
or our brokers or other third party claim administrators may not deliver amounts owed on claims under our insurance and
reinsurance contracts for which we have provided funds.
As credit risk is generally a function of the economy, we face a greater credit risk in an economic downturn. While we
attempt to manage credit risks through underwriting guidelines, collateral requirements and other oversight mechanisms, our
efforts may not be successful. For example, to reduce such credit risk, we require certain third parties to post collateral for some
or all of their obligations to us. In cases where we receive pledged securities and the applicable counterparty is unable to honor
its obligations, we may be exposed to credit risk on the securities pledged and/or the risk that our access to that collateral may
be stayed as a result of bankruptcy. In cases where we receive letters of credit from banks as collateral and one of our
We are rated by A.M. Best, Standard & Poor's, and Moody's, and a decline in these ratings could affect our standing
in the insurance industry and cause our sales and earnings to decrease.
Ratings have become an increasingly important factor in establishing the competitive position of insurance companies.
to periodic review, and we cannot assure you that we will be able to retain our current or any future ratings.
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Federal financial services modernization legislation and legislative and regulatory initiatives taken or which may be
taken in response to conditions in the financial markets, global insurance supervision and other factors may lead to additional
federal regulation of the insurance industry in the coming years.
The Dodd-Frank Act effected sweeping changes to financial services regulation in the United States. The Dodd-Frank
Act established the Financial Stability Oversight Council (“FSOC”), which is authorized to recommend that certain
systemically significant non-bank financial companies, including insurance companies, be regulated by the Board of Governors
of the Federal Reserve. The Dodd-Frank Act also established a Federal Insurance Office (“FIO”) which is authorized to study,
monitor and report to Congress on the U.S. insurance industry and the significance of global reinsurance to the U.S. insurance
market. The FIO also can recommend to the FSOC that it designate an insurer as an entity posing risks to the United States
financial stability in the event of the insurer's material financial distress or failure. The potential impact of the Dodd-Frank Act,
as amended by the recent Economic Growth Act, on the U.S. insurance business is not clear. Our business could be affected by
changes, whether as a result of the Dodd-Frank Act or otherwise, to the U.S. system of insurance regulation or our designation
or the designation of insurers or reinsurers with which we do business as systemically significant non-bank financial
companies.
Although state regulation is the primary form of regulation of insurance and reinsurance in the United States, in addition
to the changes brought about by the Dodd-Frank Act, Congress has considered various proposals relating to the creation of an
optional federal charter and repeal of the insurance company antitrust exemption from the McCarran-Ferguson Act. We may be
subject to potentially increased federal oversight as a financial institution. In addition, the current administration and the
volatile political environment may increase the chance of other federal legislative and regulatory changes that could affect us in
ways we cannot predict.
With respect to international measures, Solvency II, the EU regime concerning the capital adequacy, risk management
and regulatory reporting for insurers and reinsurers may affect our insurance businesses. Implementation of Solvency II in EU
member states occurred on January 1, 2016, and as the Solvency II regime evolves over time, we may be required to utilize a
significant amount of resources to ensure compliance. In addition, despite the waiver of the Solvency II group capital
requirements we received, Solvency II may have the effect of increasing the capital requirements of our EU domiciled insurers.
Additionally, our capital requirements and compliance requirements may be adversely affected if the EU commission does not
deem the insurance regulatory regimes of the jurisdictions outside the EU in which we have insurance or reinsurance
companies domiciled to be "equivalent" to Solvency II. If our compliance with Solvency II or any other regulatory regime is
challenged, we may be subject to monetary or other penalties. In addition, in order to ensure compliance with applicable
regulatory requirements or as a result of any investigation, including remediation efforts, we could be required to incur
significant expenses and undertake additional work, which in turn may divert resources from our business.
We may be unable to maintain all required licenses and approvals and our business may not fully comply with the wide
variety of applicable laws and regulations or the relevant authority's interpretation of the laws and regulations. Also, some
regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals. If we do not have the
requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities
could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us. Also,
changes in the level of regulation of the insurance industry, whether federal, state or foreign, or changes in laws or regulations
themselves or interpretations by regulatory authorities, may further restrict the conduct of our business.
Risks Relating to Our Business
credit risk.
Our international operations expose us to investment, political and economic risks, including foreign currency and
Our expanding international operations in the United Kingdom, Continental Europe, South America, Canada, Mexico,
Scandinavia, the Asia-Pacific region, Africa and Australia expose us to increased investment, political and economic risks,
including foreign currency and credit risk. Changes in the value of the U.S. dollar relative to other currencies could have an
adverse effect on our results of operations and financial condition.
Our investments in non-U.S.-denominated assets are subject to fluctuations in non-U.S. securities and currency markets,
and those markets can be volatile. Non-U.S. currency fluctuations also affect the value of any dividends paid by our non-
U.S. subsidiaries to their parent companies in the U.S.
The United Kingdom leaving the EU could adversely affect our business.
The 2016 U.K. referendum on its membership in the EU resulted in a majority of U.K. voters voting in favor of the U.K.
leaving the EU (“Brexit”). On March 29, 2017, the U.K. government formally notified the European Council of the U.K.’s
intention to withdraw from the EU. The member withdrawal provisions in the EU treaty provide that the U.K. and the EU will
negotiate a withdrawal agreement by March 29, 2019 (unless such deadline is extended by unanimous vote of the EU member
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states). As part of the sequenced approach to the talks set out by the EU, sufficient progress needs to be made on the withdrawal
arrangements before any talks on a future trade deal between the EU and the U.K. can begin. In November 2018, the U.K. and
EU announced agreement on a draft text of a withdrawal agreement, which would include the application of transitional
provisions under which EU law would broadly remain in force in the U.K. until the end of 2020. However, there is uncertainty
as to whether the withdrawal agreement, which is subject to approval of the U.K. Parliament and has been rejected in its current
form, will actually be entered. In the absence of such an agreement, there would be no transitional provisions and a "hard"
Brexit would occur on March 29, 2019, unless the U.K. Government were to revoke its withdrawal notice or if the two year
period to reach agreement were extended.
Depending on the terms of the withdrawal, the U.K. could lose access to the single EU market and to free trade deals
with several countries that already have agreements with the EU. Such a decline in trade could affect the attractiveness of the
U.K. and impact our U.K. business. We also face risks associated with the potential uncertainty and consequences related to
Brexit, including with respect to volatility in financial markets, exchange rates and interest rates. These uncertainties could
increase the volatility of, or reduce, our investment results in particular periods or over time. Brexit could adversely affect
European or worldwide political, regulatory, economic or market conditions and could contribute to instability in political
institutions and regulatory agencies. Brexit could also lead to legal uncertainty and differing laws and regulations between the
U.K. and the EU. Any of these potential effects, and others we cannot anticipate, could adversely affect our results of
operations or financial condition.
We may be unable to attract and retain key personnel and qualified employees.
We depend on our ability to attract and retain key personnel, including our President and CEO, Executive Chairman,
senior executive officers, presidents of our operating units, experienced underwriters and other skilled employees who are
knowledgeable about our business. If the quality of our underwriting team and other personnel decreases, we may be unable to
maintain our current competitive position in the specialized markets in which we operate, and be unable to expand our
operations into new products and markets.
We cannot guarantee that our reinsurers will pay in a timely fashion, if at all, and, as a result, we could experience
losses.
We purchase reinsurance by transferring part of the risk that we have assumed, known as ceding, to a reinsurance
company in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer
contractually liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us, the reinsured, of our
liability to our policyholders. Our reinsurers may not pay the reinsurance recoverables that they owe to us or they may not pay
such recoverables on a timely basis. Accordingly, we bear credit risk with respect to our reinsurers, and if our reinsurers fail to
pay us, our financial results would be adversely affected. Underwriting results and investment returns of some of our reinsurers
may affect their future ability to pay claims. As of December 31, 2018, the amount due from our reinsurers was approximately
$1,932 million, including amounts due from state funds and industry pools where it was intended that we would bear no risk.
Certain of these amounts are secured by letters of credit or by funds held in trust on our behalf.
We are subject to credit risk relating to our policyholders, independent agents and brokers.
In addition to exposure to credit risk related to our reinsurance recoverables and investment portfolio, we are exposed to
credit risk in several other areas of our business, including credit risk relating to policyholders, independent agents and brokers.
For example our policyholders, independent agents or brokers may not pay a part of or the full amount of premiums owed to us
or our brokers or other third party claim administrators may not deliver amounts owed on claims under our insurance and
reinsurance contracts for which we have provided funds.
As credit risk is generally a function of the economy, we face a greater credit risk in an economic downturn. While we
attempt to manage credit risks through underwriting guidelines, collateral requirements and other oversight mechanisms, our
efforts may not be successful. For example, to reduce such credit risk, we require certain third parties to post collateral for some
or all of their obligations to us. In cases where we receive pledged securities and the applicable counterparty is unable to honor
its obligations, we may be exposed to credit risk on the securities pledged and/or the risk that our access to that collateral may
be stayed as a result of bankruptcy. In cases where we receive letters of credit from banks as collateral and one of our
counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit.
We are rated by A.M. Best, Standard & Poor's, and Moody's, and a decline in these ratings could affect our standing
in the insurance industry and cause our sales and earnings to decrease.
Ratings have become an increasingly important factor in establishing the competitive position of insurance companies.
Certain of our insurance company subsidiaries are rated by A.M. Best, Standard & Poor's and Moody's. Our ratings are subject
to periodic review, and we cannot assure you that we will be able to retain our current or any future ratings.
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If our ratings are reduced from their current levels by A.M. Best, Standard & Poor's or Moody's, our competitive position
vendors, could result in significant monetary and reputational damages. These increased risks, and expanding regulatory
in the insurance industry could suffer and it would be more difficult for us to market our products. A ratings downgrade could
also adversely limit our access to capital markets, which may increase the cost of debt. A significant downgrade could result in
a substantial loss of business as policyholders move to other companies with higher claims-paying and financial strength
ratings.
If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks
or reduce the level of our underwriting commitments.
standards are not effective.
As part of our overall risk and capacity management strategy, we purchase reinsurance for certain amounts of risk
underwritten by our insurance company subsidiaries, especially catastrophe risks and those risks with relatively high policy
limits. We also purchase reinsurance on risks underwritten by others which we reinsure. Market conditions beyond our control
determine the availability and cost of the reinsurance protection we seek to purchase, which may affect the level of our business
and profitability. Our reinsurance contracts are generally subject to annual renewal, and we may be unable to maintain our
current reinsurance contracts or to obtain other reinsurance contracts in adequate amounts and at favorable rates. In addition,
we may be unable to obtain reinsurance on terms acceptable to us relating to certain lines of business that we intend to begin
writing. If we are unable to renew our expiring contracts or to obtain new reinsurance contracts, either our net exposures would
increase or, if we are unwilling to bear an increase in net exposures, we would have to reduce the level of our underwriting
commitments, especially catastrophe exposed risks.
Depending on conditions in the financial markets and the general economy, we may be unable to raise debt or equity
repealing the corporate alternative minimum tax, limiting the deductibility of business interest expense, introducing a base
capital if needed.
If conditions in the financial markets and the general economy are unfavorable, which may result from disruptions,
uncertainty or volatility in the capital and credit markets, we may be unable to access debt or equity capital on acceptable terms
if needed, which could have a negative impact on our ability to invest in our insurance company subsidiaries and/or to take
advantage of opportunities to expand our business, such as possible acquisitions and the creation of new ventures, and inhibit
our ability to refinance our existing indebtedness if we desire to do so, on terms acceptable to us.
We may not find suitable acquisition candidates or new insurance ventures and even if we do, we may not
successfully integrate any such acquired companies or successfully invest in such ventures.
As part of our present strategy, we continue to evaluate possible acquisition transactions and the start-up of
complementary businesses on an ongoing basis, and at any given time we may be engaged in discussions with respect to
possible acquisitions and new ventures. We cannot assure you that we will be able to identify suitable acquisition targets or
insurance ventures, that such transactions will be financed and completed on acceptable terms or that our future acquisitions or
start-up ventures will be successful. The process of integrating any companies we do acquire or investing in new ventures may
have a material adverse effect on our results of operations and financial condition.
If we experience difficulties with our information technology, telecommunications or other computer systems, our
ability to conduct our business could be negatively or severely impacted.
Our business is highly dependent upon our employees' ability to perform necessary business functions in an efficient and
uninterrupted fashion. A shut-down of, or inability to access, one or more of our facilities, a power outage or a failure of one or
more of our information technology, telecommunications or other computer systems could significantly impair our employees'
ability to perform such functions on a timely basis. In the event of a disaster such as a natural catastrophe, terrorist attack or
industrial accident, or the infection of our systems by a malicious computer virus, our systems could be inaccessible for an
extended period of time. In addition, because our information technology and telecommunications systems interface with and
depend on third-party systems, we could experience service denials or failures of controls if demand for our service exceeds
capacity or a third-party system fails or experiences an interruption. If our business continuity plans or system security does not
sufficiently address such a business interruption, system failure or service denial, our ability to write and process new and
renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions could
be significantly impaired and our business could be harmed.
Failure to maintain the security of our networks and confidential data may expose us to liability.
Our operations rely on the secure processing, storage and transmission of confidential and other information in our
computer systems and networks. Computer viruses, hackers, employee misconduct and other external hazards could expose our
data systems to security breaches. Our electronic transmission of personal, confidential and proprietary information to third
parties with whom we have business relationships and our outsourcing of certain technology and business process functions to
third parties may expose us to enhanced risk related to data security. While we attempt to develop secure data transmission
capabilities with these third-party vendors and others with whom we do business, our vendors and third parties could still suffer
data breaches that could result in the exposure of sensitive data and the infiltration of our computer systems. Our failure to
protect sensitive personal and our proprietary information, whether owing to breaches of our own systems or those of our
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requirements regarding data security, could expose us to data loss, monetary and reputational damages and significant increases
in compliance costs. As a result, our ability to conduct our business could be materially and adversely affected.
We could be adversely affected if our controls to ensure compliance with guidelines, policies and legal and regulatory
Our business is highly dependent on our ability to engage on a daily basis in a large number of insurance underwriting,
claim processing and investment activities, many of which are highly complex. These activities often are subject to internal
guidelines and policies, as well as legal and regulatory standards, including those related to privacy, anti-corruption, anti-
bribery and global finance and insurance matters. Our continued expansion into new international markets has brought about
additional requirements. A control system, no matter how well designed and operated, can provide only reasonable assurance
that the control system's objectives will be met. If our controls are not effective, it could lead to financial loss, unanticipated
risk exposure (including underwriting, credit and investment risk) or damage to our reputation.
We could be adversely affected by recent and future changes in U.S. Federal income tax laws.
Tax legislation commonly referred to as the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017,
fundamentally overhauled the U.S. tax system by, among other things, reducing the U.S. corporate income tax rate to 21%,
erosion and anti-avoidance tax aimed at cross-border deductible payments to related foreign persons, moving closer to a
territorial system of taxing earnings generated through foreign subsidiaries and imposing a one-time deemed repatriation tax on
certain post-1986 undistributed earnings of foreign subsidiaries. In the context of the taxation of U.S. property/casualty
insurance companies such as the Company, the Act also modifies the loss reserve discounting rules and the proration rules that
apply to reduce reserve deductions to reflect the lower corporate income tax rate. Although we believe that the changes
introduced by the Act should generally benefit us, we are unable to predict the ultimate impact of the Act and its implementing
regulations. In addition, it is possible that other legislation could be introduced and enacted by the current Congress or future
Congresses that could have an adverse impact on us. New regulations or pronouncements interpreting or clarifying provisions
of the Act may be forthcoming. We cannot predict if, when or in what form such regulations or pronouncements may be
provided, whether such guidance will have a retroactive effect or their potential impact on us.
Risks Relating to Our Investments
A significant amount of our assets is invested in fixed maturity securities and is subject to market fluctuations.
Our investment portfolio consists substantially of fixed maturity securities. As of December 31, 2018, our investment in
fixed maturity securities was approximately $13.6 billion, or 73.5% of our total investment portfolio, including cash and cash
equivalents. As of that date, our portfolio of fixed maturity securities consisted of the following types of securities:
U.S. Government securities (5.2%); state and municipal securities (28.9%); corporate securities (30.3%); asset-backed
securities (17.9%); mortgage-backed securities (11.8%) and foreign government (5.9%).
The fair value of these assets and the investment income from these assets fluctuate depending on general economic and
market conditions. The fair value of fixed maturity securities generally decreases as interest rates rise. If significant inflation or
an increase in interest rates were to occur, the fair value of our fixed maturity securities would be negatively impacted.
Conversely, if interest rates decline, investment income earned from future investments in fixed maturity securities will be
lower. Some fixed maturity securities, such as mortgage-backed and other asset-backed securities, also carry prepayment risk as
a result of interest rate fluctuations. Additionally, given the low interest rate environment, we may not be able to successfully
reinvest the proceeds from maturing securities at yields commensurate with our target performance goals.
The value of investments in fixed maturity securities is subject to impairment as a result of deterioration in the credit
worthiness of the issuer, default by the issuer (including states and municipalities) in the performance of its obligations in
respect of the securities and/or increases in market interest rates. To a large degree, the credit risk we face is a function of the
economy; accordingly, we face a greater risk in an economic downturn or recession. During periods of market disruption, it
may be difficult to value certain of our securities, particularly if trading becomes less frequent and/or market data becomes less
observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid
due to the current financial environment. In such cases, more securities may require additional subjectivity and management
judgment.
Although the historical rates of default on state and municipal securities have been relatively low, our state and
municipal fixed maturity securities could be subject to a higher risk of default or impairment due to declining municipal tax
bases and revenue. Many states and municipalities operate under deficits or projected deficits, the severity and duration of
which could have an adverse impact on both the valuation of our state and municipal fixed maturity securities and the issuer's
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If our ratings are reduced from their current levels by A.M. Best, Standard & Poor's or Moody's, our competitive position
in the insurance industry could suffer and it would be more difficult for us to market our products. A ratings downgrade could
also adversely limit our access to capital markets, which may increase the cost of debt. A significant downgrade could result in
a substantial loss of business as policyholders move to other companies with higher claims-paying and financial strength
ratings.
If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks
or reduce the level of our underwriting commitments.
As part of our overall risk and capacity management strategy, we purchase reinsurance for certain amounts of risk
underwritten by our insurance company subsidiaries, especially catastrophe risks and those risks with relatively high policy
limits. We also purchase reinsurance on risks underwritten by others which we reinsure. Market conditions beyond our control
determine the availability and cost of the reinsurance protection we seek to purchase, which may affect the level of our business
and profitability. Our reinsurance contracts are generally subject to annual renewal, and we may be unable to maintain our
current reinsurance contracts or to obtain other reinsurance contracts in adequate amounts and at favorable rates. In addition,
we may be unable to obtain reinsurance on terms acceptable to us relating to certain lines of business that we intend to begin
writing. If we are unable to renew our expiring contracts or to obtain new reinsurance contracts, either our net exposures would
increase or, if we are unwilling to bear an increase in net exposures, we would have to reduce the level of our underwriting
commitments, especially catastrophe exposed risks.
Depending on conditions in the financial markets and the general economy, we may be unable to raise debt or equity
capital if needed.
If conditions in the financial markets and the general economy are unfavorable, which may result from disruptions,
uncertainty or volatility in the capital and credit markets, we may be unable to access debt or equity capital on acceptable terms
if needed, which could have a negative impact on our ability to invest in our insurance company subsidiaries and/or to take
advantage of opportunities to expand our business, such as possible acquisitions and the creation of new ventures, and inhibit
our ability to refinance our existing indebtedness if we desire to do so, on terms acceptable to us.
We may not find suitable acquisition candidates or new insurance ventures and even if we do, we may not
successfully integrate any such acquired companies or successfully invest in such ventures.
As part of our present strategy, we continue to evaluate possible acquisition transactions and the start-up of
complementary businesses on an ongoing basis, and at any given time we may be engaged in discussions with respect to
possible acquisitions and new ventures. We cannot assure you that we will be able to identify suitable acquisition targets or
insurance ventures, that such transactions will be financed and completed on acceptable terms or that our future acquisitions or
start-up ventures will be successful. The process of integrating any companies we do acquire or investing in new ventures may
have a material adverse effect on our results of operations and financial condition.
If we experience difficulties with our information technology, telecommunications or other computer systems, our
ability to conduct our business could be negatively or severely impacted.
Our business is highly dependent upon our employees' ability to perform necessary business functions in an efficient and
uninterrupted fashion. A shut-down of, or inability to access, one or more of our facilities, a power outage or a failure of one or
more of our information technology, telecommunications or other computer systems could significantly impair our employees'
ability to perform such functions on a timely basis. In the event of a disaster such as a natural catastrophe, terrorist attack or
industrial accident, or the infection of our systems by a malicious computer virus, our systems could be inaccessible for an
extended period of time. In addition, because our information technology and telecommunications systems interface with and
depend on third-party systems, we could experience service denials or failures of controls if demand for our service exceeds
capacity or a third-party system fails or experiences an interruption. If our business continuity plans or system security does not
sufficiently address such a business interruption, system failure or service denial, our ability to write and process new and
renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions could
be significantly impaired and our business could be harmed.
Failure to maintain the security of our networks and confidential data may expose us to liability.
Our operations rely on the secure processing, storage and transmission of confidential and other information in our
computer systems and networks. Computer viruses, hackers, employee misconduct and other external hazards could expose our
data systems to security breaches. Our electronic transmission of personal, confidential and proprietary information to third
parties with whom we have business relationships and our outsourcing of certain technology and business process functions to
third parties may expose us to enhanced risk related to data security. While we attempt to develop secure data transmission
capabilities with these third-party vendors and others with whom we do business, our vendors and third parties could still suffer
data breaches that could result in the exposure of sensitive data and the infiltration of our computer systems. Our failure to
protect sensitive personal and our proprietary information, whether owing to breaches of our own systems or those of our
1022849be 10K
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vendors, could result in significant monetary and reputational damages. These increased risks, and expanding regulatory
requirements regarding data security, could expose us to data loss, monetary and reputational damages and significant increases
in compliance costs. As a result, our ability to conduct our business could be materially and adversely affected.
We could be adversely affected if our controls to ensure compliance with guidelines, policies and legal and regulatory
standards are not effective.
Our business is highly dependent on our ability to engage on a daily basis in a large number of insurance underwriting,
claim processing and investment activities, many of which are highly complex. These activities often are subject to internal
guidelines and policies, as well as legal and regulatory standards, including those related to privacy, anti-corruption, anti-
bribery and global finance and insurance matters. Our continued expansion into new international markets has brought about
additional requirements. A control system, no matter how well designed and operated, can provide only reasonable assurance
that the control system's objectives will be met. If our controls are not effective, it could lead to financial loss, unanticipated
risk exposure (including underwriting, credit and investment risk) or damage to our reputation.
We could be adversely affected by recent and future changes in U.S. Federal income tax laws.
Tax legislation commonly referred to as the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017,
fundamentally overhauled the U.S. tax system by, among other things, reducing the U.S. corporate income tax rate to 21%,
repealing the corporate alternative minimum tax, limiting the deductibility of business interest expense, introducing a base
erosion and anti-avoidance tax aimed at cross-border deductible payments to related foreign persons, moving closer to a
territorial system of taxing earnings generated through foreign subsidiaries and imposing a one-time deemed repatriation tax on
certain post-1986 undistributed earnings of foreign subsidiaries. In the context of the taxation of U.S. property/casualty
insurance companies such as the Company, the Act also modifies the loss reserve discounting rules and the proration rules that
apply to reduce reserve deductions to reflect the lower corporate income tax rate. Although we believe that the changes
introduced by the Act should generally benefit us, we are unable to predict the ultimate impact of the Act and its implementing
regulations. In addition, it is possible that other legislation could be introduced and enacted by the current Congress or future
Congresses that could have an adverse impact on us. New regulations or pronouncements interpreting or clarifying provisions
of the Act may be forthcoming. We cannot predict if, when or in what form such regulations or pronouncements may be
provided, whether such guidance will have a retroactive effect or their potential impact on us.
Risks Relating to Our Investments
A significant amount of our assets is invested in fixed maturity securities and is subject to market fluctuations.
Our investment portfolio consists substantially of fixed maturity securities. As of December 31, 2018, our investment in
fixed maturity securities was approximately $13.6 billion, or 73.5% of our total investment portfolio, including cash and cash
equivalents. As of that date, our portfolio of fixed maturity securities consisted of the following types of securities:
U.S. Government securities (5.2%); state and municipal securities (28.9%); corporate securities (30.3%); asset-backed
securities (17.9%); mortgage-backed securities (11.8%) and foreign government (5.9%).
The fair value of these assets and the investment income from these assets fluctuate depending on general economic and
market conditions. The fair value of fixed maturity securities generally decreases as interest rates rise. If significant inflation or
an increase in interest rates were to occur, the fair value of our fixed maturity securities would be negatively impacted.
Conversely, if interest rates decline, investment income earned from future investments in fixed maturity securities will be
lower. Some fixed maturity securities, such as mortgage-backed and other asset-backed securities, also carry prepayment risk as
a result of interest rate fluctuations. Additionally, given the low interest rate environment, we may not be able to successfully
reinvest the proceeds from maturing securities at yields commensurate with our target performance goals.
The value of investments in fixed maturity securities is subject to impairment as a result of deterioration in the credit
worthiness of the issuer, default by the issuer (including states and municipalities) in the performance of its obligations in
respect of the securities and/or increases in market interest rates. To a large degree, the credit risk we face is a function of the
economy; accordingly, we face a greater risk in an economic downturn or recession. During periods of market disruption, it
may be difficult to value certain of our securities, particularly if trading becomes less frequent and/or market data becomes less
observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid
due to the current financial environment. In such cases, more securities may require additional subjectivity and management
judgment.
Although the historical rates of default on state and municipal securities have been relatively low, our state and
municipal fixed maturity securities could be subject to a higher risk of default or impairment due to declining municipal tax
bases and revenue. Many states and municipalities operate under deficits or projected deficits, the severity and duration of
which could have an adverse impact on both the valuation of our state and municipal fixed maturity securities and the issuer's
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ability to perform its obligations thereunder. Additionally, our investments are subject to losses as a result of a general decrease
in commercial and economic activity for an industry sector in which we invest, as well as risks inherent in particular securities.
Although we attempt to manage these risks through the use of investment guidelines and other oversight mechanisms
and by diversifying our portfolio and emphasizing preservation of principal, our efforts may not be successful. Impairments,
defaults and/or rate increases could reduce our net investment income and net realized investment gains or result in investment
losses. Investment returns are currently, and will likely continue to remain, under pressure due to the continued low inflation,
actions by the Federal Reserve, economic uncertainty, more generally, and the shape of the yield curve. As a result, our
exposure to the risks described above could materially and adversely affect our results of operations, liquidity and financial
condition.
We have invested a portion of our assets in equity securities, merger arbitrage securities, investment funds, private
equity, loans and real estate related assets, which are subject to significant volatility and may decline in value.
We invest a portion of our investment portfolio in equity securities, merger arbitrage securities, investment funds, private
equity, loans and real estate related assets. At December 31, 2018, our investment in these assets was approximately $4.1
billion, or 22.1%, of our investment portfolio, including cash and cash equivalents.
Merger and arbitrage trading securities were $452.6 million, or 2.4% of our investment portfolio, including cash and
cash equivalents at December 31, 2018. Merger arbitrage involves investing in the securities of publicly held companies that
are the targets in announced tender offers and mergers. Merger arbitrage differs from other types of investments in its focus on
transactions and events believed likely to bring about a change in value over a relatively short time period, usually four months
or less. Our merger arbitrage positions are exposed to the risk associated with the completion of announced deals, which are
subject to regulatory as well as political and other risks.
Real estate related investments, including directly owned, investment funds and loans receivable, were $2.7 billion, or
14.4% of our investment portfolio, including cash and cash equivalents, at December 31, 2018. We also invest in aviation and
rail equipment funds, credit-related funds and energy and other investment funds. The values of these investments are subject to
fluctuations based on changes in the economy and interest rates in general and the related asset valuations in particular. In
addition, our investments in real estate related assets and other alternative investments are less liquid than our other
investments.
These investments are subject to significant volatility as a result of the conditions in the financial and commodity
markets and the global economy.
Risks Relating to Purchasing Our Securities
We are an insurance holding company and, therefore, may not be able to receive dividends in needed amounts.
As an insurance holding company, our principal assets are the shares of capital stock of our insurance company
subsidiaries. We have to rely on dividends from our insurance company subsidiaries to meet our obligations for paying
principal and interest on outstanding debt obligations, paying dividends to stockholders and repurchasing our shares and paying
corporate expenses. The payment of dividends by our insurance company subsidiaries is subject to regulatory restrictions and
will depend on the surplus and future earnings of these subsidiaries. During 2019, the maximum amount of dividends that can
be paid without regulatory approval is approximately $1.1 billion. As a result, in the future we may not be able to receive
dividends from these subsidiaries at times and in amounts necessary to meet our obligations, pay dividends or repurchase
shares.
Laws and regulations of the jurisdictions in which we conduct business could delay, deter or prevent an attempt to
acquire control of us that stockholders might consider to be desirable, and may restrict a stockholder's ability to purchase
our common stock.
Generally, United States insurance holding company laws require that, before a person can acquire control of an
insurance company, prior written approval must be obtained from the insurance regulatory authorities in the state in which that
insurance company is domiciled. Pursuant to applicable laws and regulations, “control” over an insurer is generally presumed
to exist if any person, directly or indirectly, owns, controls, holds the power to vote, or holds proxies representing 10% or more
of the voting securities of that insurer or any parent company of such insurer. Indirect ownership includes ownership of the
shares of our common stock. Thus, the insurance regulatory authorities of the states in which our insurance subsidiaries are
domiciled are likely to apply these restrictions on acquisition of control to any proposed acquisition of our common stock.
Some states require a person seeking to acquire control of an insurer licensed but not domiciled in that state to make a filing
prior to completing an acquisition if the acquirer and its affiliates, on the one hand, and the target insurer and its affiliates, on
the other hand, have specified market shares in the same lines of insurance in that state. Additionally, many foreign jurisdictions
where we conduct business impose similar restrictions and requirements.
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These provisions can also lead to the imposition of conditions on an acquisition that could delay or prevent its
consummation. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change in control
of us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be
desirable.
•
•
•
desirable.
Certain provisions in our organizational documents may have the effect of hindering, delaying or preventing third
party takeovers and thus may prevent our stockholders from receiving premium prices for their shares in an unsolicited
takeover or make it more difficult for third parties to replace our current management.
Provisions of our Restated Certificate of Incorporation and By-Laws, as well as state insurance statutes, may hinder,
delay or prevent unsolicited acquisitions or changes of our control. These provisions may also have the effect of making it more
difficult for third parties to cause the replacement of our current management without the concurrence of our board of directors.
These provisions include:
created directorships;
our classified board of directors and the ability of our board to increase its size and to appoint directors to fill newly
the requirement that 80% of our stockholders must approve mergers and other transactions between us and the
holder of 5% or more of our shares, unless the transaction was approved by our board of directors prior to such
holder's acquisition of 5% of our shares; and
the need for advance notice in order to raise business or make nominations at stockholders' meetings.
These provisions may discourage potential acquisition proposals and may delay, deter or prevent a change in control of
us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our
fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934.
ITEM 2. PROPERTIES
2,921,406 were leased.
W. R. Berkley and its subsidiaries own or lease office buildings or office space suitable to conduct their operations. At
December 31, 2018, the Company had aggregate office space of 4,074,969 square feet, of which 1,153,563 were owned and
Rental expense for the Company's operations was approximately $45,778,000, $52,925,000 and $47,453,000 for 2018,
2017 and 2016, respectively. Future minimum lease payments, without provision for sublease income, are $46,592,000 in 2019,
$43,504,000 in 2020 and $180,126,000 thereafter.
ITEM 3. LEGAL PROCEEDINGS
The Company's subsidiaries are subject to disputes, including litigation and arbitration, arising in the ordinary course of
their insurance and reinsurance businesses. The Company's estimates of the costs of settling such matters are reflected in its
aggregate reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters
will have a material adverse effect on its financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ability to perform its obligations thereunder. Additionally, our investments are subject to losses as a result of a general decrease
in commercial and economic activity for an industry sector in which we invest, as well as risks inherent in particular securities.
Although we attempt to manage these risks through the use of investment guidelines and other oversight mechanisms
and by diversifying our portfolio and emphasizing preservation of principal, our efforts may not be successful. Impairments,
defaults and/or rate increases could reduce our net investment income and net realized investment gains or result in investment
losses. Investment returns are currently, and will likely continue to remain, under pressure due to the continued low inflation,
actions by the Federal Reserve, economic uncertainty, more generally, and the shape of the yield curve. As a result, our
exposure to the risks described above could materially and adversely affect our results of operations, liquidity and financial
condition.
We have invested a portion of our assets in equity securities, merger arbitrage securities, investment funds, private
equity, loans and real estate related assets, which are subject to significant volatility and may decline in value.
We invest a portion of our investment portfolio in equity securities, merger arbitrage securities, investment funds, private
equity, loans and real estate related assets. At December 31, 2018, our investment in these assets was approximately $4.1
billion, or 22.1%, of our investment portfolio, including cash and cash equivalents.
Merger and arbitrage trading securities were $452.6 million, or 2.4% of our investment portfolio, including cash and
cash equivalents at December 31, 2018. Merger arbitrage involves investing in the securities of publicly held companies that
are the targets in announced tender offers and mergers. Merger arbitrage differs from other types of investments in its focus on
transactions and events believed likely to bring about a change in value over a relatively short time period, usually four months
or less. Our merger arbitrage positions are exposed to the risk associated with the completion of announced deals, which are
subject to regulatory as well as political and other risks.
Real estate related investments, including directly owned, investment funds and loans receivable, were $2.7 billion, or
14.4% of our investment portfolio, including cash and cash equivalents, at December 31, 2018. We also invest in aviation and
rail equipment funds, credit-related funds and energy and other investment funds. The values of these investments are subject to
fluctuations based on changes in the economy and interest rates in general and the related asset valuations in particular. In
addition, our investments in real estate related assets and other alternative investments are less liquid than our other
investments.
markets and the global economy.
These investments are subject to significant volatility as a result of the conditions in the financial and commodity
Risks Relating to Purchasing Our Securities
We are an insurance holding company and, therefore, may not be able to receive dividends in needed amounts.
As an insurance holding company, our principal assets are the shares of capital stock of our insurance company
subsidiaries. We have to rely on dividends from our insurance company subsidiaries to meet our obligations for paying
principal and interest on outstanding debt obligations, paying dividends to stockholders and repurchasing our shares and paying
corporate expenses. The payment of dividends by our insurance company subsidiaries is subject to regulatory restrictions and
will depend on the surplus and future earnings of these subsidiaries. During 2019, the maximum amount of dividends that can
be paid without regulatory approval is approximately $1.1 billion. As a result, in the future we may not be able to receive
dividends from these subsidiaries at times and in amounts necessary to meet our obligations, pay dividends or repurchase
Laws and regulations of the jurisdictions in which we conduct business could delay, deter or prevent an attempt to
acquire control of us that stockholders might consider to be desirable, and may restrict a stockholder's ability to purchase
shares.
our common stock.
Generally, United States insurance holding company laws require that, before a person can acquire control of an
insurance company, prior written approval must be obtained from the insurance regulatory authorities in the state in which that
insurance company is domiciled. Pursuant to applicable laws and regulations, “control” over an insurer is generally presumed
to exist if any person, directly or indirectly, owns, controls, holds the power to vote, or holds proxies representing 10% or more
of the voting securities of that insurer or any parent company of such insurer. Indirect ownership includes ownership of the
shares of our common stock. Thus, the insurance regulatory authorities of the states in which our insurance subsidiaries are
domiciled are likely to apply these restrictions on acquisition of control to any proposed acquisition of our common stock.
Some states require a person seeking to acquire control of an insurer licensed but not domiciled in that state to make a filing
prior to completing an acquisition if the acquirer and its affiliates, on the one hand, and the target insurer and its affiliates, on
the other hand, have specified market shares in the same lines of insurance in that state. Additionally, many foreign jurisdictions
where we conduct business impose similar restrictions and requirements.
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These provisions can also lead to the imposition of conditions on an acquisition that could delay or prevent its
consummation. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change in control
of us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be
desirable.
Certain provisions in our organizational documents may have the effect of hindering, delaying or preventing third
party takeovers and thus may prevent our stockholders from receiving premium prices for their shares in an unsolicited
takeover or make it more difficult for third parties to replace our current management.
Provisions of our Restated Certificate of Incorporation and By-Laws, as well as state insurance statutes, may hinder,
delay or prevent unsolicited acquisitions or changes of our control. These provisions may also have the effect of making it more
difficult for third parties to cause the replacement of our current management without the concurrence of our board of directors.
These provisions include:
•
our classified board of directors and the ability of our board to increase its size and to appoint directors to fill newly
created directorships;
•
•
the requirement that 80% of our stockholders must approve mergers and other transactions between us and the
holder of 5% or more of our shares, unless the transaction was approved by our board of directors prior to such
holder's acquisition of 5% of our shares; and
the need for advance notice in order to raise business or make nominations at stockholders' meetings.
These provisions may discourage potential acquisition proposals and may delay, deter or prevent a change in control of
us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be
desirable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our
fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934.
ITEM 2. PROPERTIES
W. R. Berkley and its subsidiaries own or lease office buildings or office space suitable to conduct their operations. At
December 31, 2018, the Company had aggregate office space of 4,074,969 square feet, of which 1,153,563 were owned and
2,921,406 were leased.
Rental expense for the Company's operations was approximately $45,778,000, $52,925,000 and $47,453,000 for 2018,
2017 and 2016, respectively. Future minimum lease payments, without provision for sublease income, are $46,592,000 in 2019,
$43,504,000 in 2020 and $180,126,000 thereafter.
ITEM 3. LEGAL PROCEEDINGS
The Company's subsidiaries are subject to disputes, including litigation and arbitration, arising in the ordinary course of
their insurance and reinsurance businesses. The Company's estimates of the costs of settling such matters are reflected in its
aggregate reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters
will have a material adverse effect on its financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
The chart below shows a comparison of 5 year cumulative total return.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The common stock of the Company is traded on the New York Stock Exchange under the symbol “WRB”.
In 2018, the Board declared regular quarterly cash dividends of $0.14 per share in first quarter, and $0.15 per share in
each of the remaining three quarters, plus three additional special dividends of $0.50 per share each. Subject to availability, the
Board currently expects to continue such regular quarterly cash dividends.
The approximate number of record holders of the common stock on February 19, 2019 was 323.
Comparison of 5 Year Cumulative Total Return
Assumes initial investment of $100 on January 1, 2014, with dividends reinvested.
The S&P 500® Property and Casualty Insurance Index consists of Allstate Corporation, Chubb, Ltd., Cincinnati Financial Corporation,
Progressive Corporation, and The Travelers Companies, Inc.
W. R. Berkley Corporation
S&P 500 Index - Total Returns
2013
2014
2015
2016
2017
2018
Cum $
100.00
121.61
131.05
163.48
180.12
188.43
Cum $
100.00
113.69
115.26
129.05
157.22
150.32
S&P 500 Property and Casualty Insurance Index
Cum $
100.00
115.74
126.77
146.68
179.52
171.10
Set forth below is a summary of the shares repurchased by the Company during the fourth quarter of 2018 and the
remaining number of shares authorized for purchase by the Company during such period.
October 2018
November 2018
December 2018
Total Number of
Shares
Purchased
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number of
Shares that may yet be
Purchased Under the
Plans or Programs
—
—
256,600
—
—
69.96
—
—
256,600
9,167,997
9,167,997
8,911,397
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The common stock of the Company is traded on the New York Stock Exchange under the symbol “WRB”.
In 2018, the Board declared regular quarterly cash dividends of $0.14 per share in first quarter, and $0.15 per share in
each of the remaining three quarters, plus three additional special dividends of $0.50 per share each. Subject to availability, the
Board currently expects to continue such regular quarterly cash dividends.
The approximate number of record holders of the common stock on February 19, 2019 was 323.
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The chart below shows a comparison of 5 year cumulative total return.
Comparison of 5 Year Cumulative Total Return
Assumes initial investment of $100 on January 1, 2014, with dividends reinvested.
The S&P 500® Property and Casualty Insurance Index consists of Allstate Corporation, Chubb, Ltd., Cincinnati Financial Corporation,
Progressive Corporation, and The Travelers Companies, Inc.
W. R. Berkley Corporation
S&P 500 Index - Total Returns
2013
2014
2015
2016
2017
2018
Cum $
100.00
121.61
131.05
163.48
180.12
188.43
Cum $
100.00
113.69
115.26
129.05
157.22
150.32
S&P 500 Property and Casualty Insurance Index
Cum $
100.00
115.74
126.77
146.68
179.52
171.10
Set forth below is a summary of the shares repurchased by the Company during the fourth quarter of 2018 and the
remaining number of shares authorized for purchase by the Company during such period.
October 2018
November 2018
December 2018
Total Number of
Shares
Purchased
—
—
256,600
Average Price
Paid per Share
—
—
69.96
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number of
Shares that may yet be
Purchased Under the
Plans or Programs
—
—
256,600
9,167,997
9,167,997
8,911,397
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ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
1022849be 10K
37
(In thousands, except per share data)
Net premiums written
Net premiums earned
Net investment income
Net realized and unrealized gains on
investments
Revenues from non-insurance businesses
Insurance service fees
Total revenues
Interest expense
Income before income taxes
Income tax expense
Noncontrolling interests
Net income to common stockholders
Data per common share:
Net income per basic share
Net income per diluted share
Common stockholders’ equity
Cash dividends declared
Weighted average shares outstanding:
Year Ended December 31,
$
$
2018
6,433,227
6,371,505
674,235
2017
6,260,508
6,311,419
575,788
154,488
372,985
117,757
335,858
326,165
134,729
2016
$ 6,423,913
$
6,293,348
564,163
267,005
390,348
138,944
$
2015
6,189,515
6,040,609
512,645
2014
5,996,947
5,744,418
600,885
92,324
421,102
139,440
254,852
410,022
117,443
7,691,651
7,684,764
7,654,184
7,206,457
7,128,928
157,185
812,094
(163,028)
(8,317)
640,749
5.06
5.00
44.57
2.09
147,297
772,770
(219,433)
(4,243)
549,094
4.40
4.26
44.53
1.55
140,896
896,438
(292,953)
(1,569)
601,916
4.91
4.68
41.65
1.51
130,946
732,030
(227,923)
(413)
503,694
4.06
3.87
37.31
0.47
128,174
952,196
(302,593)
(719)
648,884
5.07
4.86
36.21
1.43
Basic
Diluted
Investments
Total assets
126,699
128,264
124,843
129,018
122,651
128,553
124,040
130,189
127,874
133,652
$
17,723,089
$ 17,450,508
$ 16,649,792
$
15,351,467
$ 15,591,824
24,895,977
24,299,917
23,364,844
21,730,967
21,716,691
Reserves for losses and loss expenses
11,966,448
11,670,408
11,197,195
10,669,150
10,369,701
Senior notes and other debt
Subordinated debentures
1,882,028
1,769,052
1,760,595
907,491
728,218
727,630
Common stockholders’ equity
5,437,851
5,411,344
5,047,208
1,844,621
340,320
4,600,246
2,115,527
340,060
4,589,945
OPERATIONS
Overview
W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the
United States and operates worldwide in two business segments of the property and casualty business: Insurance and
Reinsurance. Our decentralized structure provides us with the flexibility to respond quickly and efficiently to local or specific
market conditions and to pursue specialty business niches. It also allows us to be closer to our customers in order to better
understand their individual needs and risk characteristics. While providing our business units with certain operating autonomy,
our structure allows us to capitalize on the benefits of economies of scale through centralized capital, investment, reinsurance
and enterprise risk management, and actuarial, financial and corporate legal staff support. The Company's primary sources of
revenues and earnings are its insurance operations and its investments.
An important part of our strategy is to form new operating units to capitalize on various business opportunities. Over the
years, the Company has formed numerous new operating units that are focused on important parts of the economy in the U.S.,
including healthcare, cyber security, energy and agriculture, and on growing international markets, including the Asia-Pacific
region, South America and Mexico.
The profitability of the Company’s insurance business is affected primarily by the adequacy of premium rates. The
ultimate adequacy of premium rates is not known with certainty at the time an insurance policy is issued because premiums are
determined before claims are reported. The ultimate adequacy of premium rates is affected mainly by the severity and
frequency of claims, which are influenced by many factors, including natural and other disasters, regulatory measures and court
decisions that define and change the extent of coverage and the effects of economic inflation on the amount of compensation
for injuries or losses. General insurance prices are also influenced by available insurance capacity, i.e., the level of capital
employed in the industry, and the industry’s willingness to deploy that capital.
The Company’s profitability is also affected by its investment income and investment gains. The Company’s invested
assets are invested principally in fixed maturity securities. The return on fixed maturity securities is affected primarily by
general interest rates, as well as the credit quality and duration of the securities. Returns available on fixed maturity
investments have been at low levels for an extended period, although recently interest rates have increased.
The Company also invests in equity securities, merger arbitrage securities, investment funds (including energy related
funds), private equity, loans and real estate related assets. The Company's investments in investment funds and its other
alternative investments have experienced, and the Company expects to continue to experience, greater fluctuations in
investment income.
Through the second quarter of 2018, the Company used the Argentine peso (“ARS”) as its functional currency for its
business in Argentina and translated the financial statements of its Argentine operations into U.S. dollars ("USD"). Exchange
rate movements through the second quarter of 2018 between the ARS and USD had been recorded as a currency translation
gain or loss, which is a component of AOCI. Based on recent ARS inflation rate movements, the Company concluded that,
effective July 1, 2018, the Argentine economy is considered highly inflationary under GAAP. This conclusion required the
Company to change the functional currency of its Argentine operations to USD commencing July 1, 2018, and accordingly, the
Company recognized foreign exchange gains and losses in earnings for any transactions in the Argentine operations that are not
USD denominated.
and financial position.
issued on April 2, 2019.
Effective January 1, 2018, the Company adopted new accounting standards including ASU 2014-09, Revenue from
Customers, ASU 2016-01, Financial Instruments and ASU 2018-02, Reporting Comprehensive Income. Refer to Note 1 in the
financial statements for further information on the accounting guidance and impact of its adoption on the Company's results
On February 21, 2019, the Company announced that its Board of Directors approved a 3-for-2 common stock
split to be paid in the form of a stock dividend to holders of record on March 14, 2019. The additional shares are expected to be
30
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ITEM 6. SELECTED FINANCIAL DATA
(In thousands, except per share data)
2018
2017
2016
2015
2014
Net premiums written
Net premiums earned
Net investment income
$
6,433,227
$
6,260,508
$ 6,423,913
$
6,189,515
$
5,996,947
6,371,505
6,311,419
6,293,348
674,235
575,788
564,163
6,040,609
512,645
5,744,418
600,885
Year Ended December 31,
Net realized and unrealized gains on
investments
Revenues from non-insurance businesses
Insurance service fees
Total revenues
Interest expense
Income before income taxes
Income tax expense
Noncontrolling interests
Net income to common stockholders
Data per common share:
Net income per basic share
Net income per diluted share
Common stockholders’ equity
Cash dividends declared
Weighted average shares outstanding:
7,691,651
7,684,764
7,654,184
7,206,457
7,128,928
154,488
372,985
117,757
157,185
812,094
(163,028)
(8,317)
640,749
5.06
5.00
44.57
2.09
335,858
326,165
134,729
147,297
772,770
267,005
390,348
138,944
140,896
896,438
92,324
421,102
139,440
130,946
732,030
254,852
410,022
117,443
128,174
952,196
(219,433)
(292,953)
(227,923)
(302,593)
(4,243)
549,094
(1,569)
601,916
(413)
503,694
(719)
648,884
4.40
4.26
44.53
1.55
4.91
4.68
41.65
1.51
4.06
3.87
37.31
0.47
5.07
4.86
36.21
1.43
Basic
Diluted
Investments
Total assets
126,699
128,264
124,843
129,018
122,651
128,553
124,040
130,189
127,874
133,652
$
17,723,089
$ 17,450,508
$ 16,649,792
$
15,351,467
$ 15,591,824
24,895,977
24,299,917
23,364,844
21,730,967
21,716,691
Reserves for losses and loss expenses
11,966,448
11,670,408
11,197,195
10,669,150
10,369,701
Senior notes and other debt
Subordinated debentures
1,882,028
1,769,052
1,760,595
907,491
728,218
727,630
Common stockholders’ equity
5,437,851
5,411,344
5,047,208
1,844,621
340,320
4,600,246
2,115,527
340,060
4,589,945
1022849be 10K
38
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the
United States and operates worldwide in two business segments of the property and casualty business: Insurance and
Reinsurance. Our decentralized structure provides us with the flexibility to respond quickly and efficiently to local or specific
market conditions and to pursue specialty business niches. It also allows us to be closer to our customers in order to better
understand their individual needs and risk characteristics. While providing our business units with certain operating autonomy,
our structure allows us to capitalize on the benefits of economies of scale through centralized capital, investment, reinsurance
and enterprise risk management, and actuarial, financial and corporate legal staff support. The Company's primary sources of
revenues and earnings are its insurance operations and its investments.
An important part of our strategy is to form new operating units to capitalize on various business opportunities. Over the
years, the Company has formed numerous new operating units that are focused on important parts of the economy in the U.S.,
including healthcare, cyber security, energy and agriculture, and on growing international markets, including the Asia-Pacific
region, South America and Mexico.
The profitability of the Company’s insurance business is affected primarily by the adequacy of premium rates. The
ultimate adequacy of premium rates is not known with certainty at the time an insurance policy is issued because premiums are
determined before claims are reported. The ultimate adequacy of premium rates is affected mainly by the severity and
frequency of claims, which are influenced by many factors, including natural and other disasters, regulatory measures and court
decisions that define and change the extent of coverage and the effects of economic inflation on the amount of compensation
for injuries or losses. General insurance prices are also influenced by available insurance capacity, i.e., the level of capital
employed in the industry, and the industry’s willingness to deploy that capital.
The Company’s profitability is also affected by its investment income and investment gains. The Company’s invested
assets are invested principally in fixed maturity securities. The return on fixed maturity securities is affected primarily by
general interest rates, as well as the credit quality and duration of the securities. Returns available on fixed maturity
investments have been at low levels for an extended period, although recently interest rates have increased.
The Company also invests in equity securities, merger arbitrage securities, investment funds (including energy related
funds), private equity, loans and real estate related assets. The Company's investments in investment funds and its other
alternative investments have experienced, and the Company expects to continue to experience, greater fluctuations in
investment income.
Through the second quarter of 2018, the Company used the Argentine peso (“ARS”) as its functional currency for its
business in Argentina and translated the financial statements of its Argentine operations into U.S. dollars ("USD"). Exchange
rate movements through the second quarter of 2018 between the ARS and USD had been recorded as a currency translation
gain or loss, which is a component of AOCI. Based on recent ARS inflation rate movements, the Company concluded that,
effective July 1, 2018, the Argentine economy is considered highly inflationary under GAAP. This conclusion required the
Company to change the functional currency of its Argentine operations to USD commencing July 1, 2018, and accordingly, the
Company recognized foreign exchange gains and losses in earnings for any transactions in the Argentine operations that are not
USD denominated.
Effective January 1, 2018, the Company adopted new accounting standards including ASU 2014-09, Revenue from
Customers, ASU 2016-01, Financial Instruments and ASU 2018-02, Reporting Comprehensive Income. Refer to Note 1 in the
financial statements for further information on the accounting guidance and impact of its adoption on the Company's results
and financial position.
On February 21, 2019, the Company announced that its Board of Directors approved a 3-for-2 common stock
split to be paid in the form of a stock dividend to holders of record on March 14, 2019. The additional shares are expected to be
issued on April 2, 2019.
30
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Critical Accounting Estimates
The following presents a discussion of accounting policies and estimates relating to reserves for losses and loss
expenses, assumed premiums and other-than-temporary impairments of investments. Management believes these policies and
estimates are the most critical to its operations and require the most difficult, subjective and complex judgments.
Reserves for Losses and Loss Expenses. To recognize liabilities for unpaid losses, either known or unknown, insurers
establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related
expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss
expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related
accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse
between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss
and the insurer’s payment of that loss.
In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate
payment based upon known information about the claim at that time. The estimate represents an informed judgment based on
general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of
the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported
(“IBNR”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and
other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then
current legal interpretation of coverage provided.
In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These
factors include, among other things, historical data, legal developments, changes in social attitudes and economic conditions,
including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted
judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future
outcomes. Reserve amounts are based on management’s informed estimates and judgments using currently available data. As
additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This
may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and
assumptions are changed.
Reserves do not represent a certain calculation of liability. Rather, reserves represent an estimate of what management
expects the ultimate settlement and claim administration will cost. While the methods for establishing reserves are well tested
over time, the major assumptions about anticipated loss emergence patterns are subject to uncertainty. These estimates, which
generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well
as estimates of trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of
third parties which are beyond the Company’s control. These variables are affected by external and internal events, such as
inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling
and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating
reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability
is made. Because setting reserves is inherently uncertain, the Company cannot provide assurance that its current reserves will
prove adequate in light of subsequent events.
Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an
actuarially derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to
derive an actuarial point estimate for each operating unit. These methods include paid loss development, incurred loss
development, paid and incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where
one actuarial method is considered more credible than the others, that method is used to set the point estimate. For example, the
paid loss and incurred loss development methods rely on historical paid and incurred loss data. For new lines of business,
where there is insufficient history of paid and incurred claims data, or in circumstances where there have been significant
changes in claim practices, the paid and incurred loss development methods would be less credible than other actuarial
methods. The actuarial point estimate may also be based on a judgmental weighting of estimates produced from each of the
methods considered. Industry loss experience is used to supplement the Company’s own data in selecting “tail factors” and in
areas where the Company’s own data is limited. The actuarial data is analyzed by line of business, coverage and accident or
policy year, as appropriate, for each operating unit.
The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors
that may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting
initiatives, changes in the mix of business, changes in distribution sources and changes in policy terms and conditions.
Examples of changes in terms and conditions that can have a significant impact on reserve levels are the use of aggregate policy
limits, the expansion of coverage exclusions, whether or not defense costs are within policy limits, and changes in deductibles
and attachment points.
32
The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost
inflation, and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at
the time the business is priced and written, before any actual claims experience has emerged. This expectation is a significant
determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to
consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost
trends and known changes in the type of risks underwritten. Expected loss ratios are estimated for each key line of business
within each operating unit. Expected loss cost inflation is particularly important for the long-tail lines, such as excess casualty,
and claims with a high medical component, such as workers’ compensation. Reported and paid loss emergence patterns are
used to project current reported or paid loss amounts to their ultimate settlement value. Loss development factors are based on
the historical emergence patterns of paid and incurred losses, and are derived from the Company’s own experience and industry
data. The paid loss emergence pattern is also significant to excess and assumed workers’ compensation reserves because those
reserves are discounted to their estimated present value based upon such estimated payout patterns. Management believes the
estimates and assumptions it makes in the reserving process provide the best estimate of the ultimate cost of settling claims and
related expenses with respect to insured events which have occurred; however, different assumptions and variables could lead
to significantly different reserve estimates.
Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions
described in our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and
reported and paid loss emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure,
and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss
controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include
changes in policy limits, retentions, rate of inflation and judicial interpretations.
Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time
between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects
our ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well
as the amount of reserves needed for incurred but not reported losses (less IBNR is required for lines with short reporting lags).
As a result, loss reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines
with short reporting lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made)
and property business, the key assumption is the loss emergence pattern used to project ultimate loss estimates from known
losses paid or reported to date. For lines of business with long reporting lags, which include other liability (occurrence),
products liability, excess workers’ compensation and liability reinsurance, the key assumption is the expected loss ratio since
there is often little paid or incurred loss data to consider. Historically, the Company has experienced less variation from its
initial loss estimates for lines of businesses with short reporting lags than for lines of business with long reporting lags.
The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and
adjusted, to the extent necessary, to reflect the latest reported loss data, current trends and other factors observed. If the actual
level of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s
estimate. The following table reflects the impact of changes (which could be favorable or unfavorable) in frequency and
severity, relative to our assumptions, on our loss estimate for claims occurring in 2018:
(In thousands)
Severity (+/-)
1%
5%
10%
Frequency (+/-)
1%
5%
10%
$
78,922
$
237,553
$
237,553
435,840
402,465
608,606
435,840
608,606
824,563
Our net reserves for losses and loss expenses of approximately $10.2 billion as of December 31, 2018 relate to multiple
accident years. Therefore, the impact of changes in frequency or severity for more than one accident year could be higher or
lower than the amounts reflected above. The impact of such changes would likely be manifested gradually over the course of
many years, as the magnitude of the changes became evident.
Approximately $1.6 billion, or 15%, of the Company’s net loss reserves as of December 31, 2018 relate to the
Reinsurance segment. There is a higher degree of uncertainty and greater variability regarding estimates of assumed loss
reserves because those estimates are based, in part, upon information received from ceding companies. If information received
from ceding companies is not timely or correct, the Company’s estimate of ultimate losses may not be accurate. Furthermore,
due to delayed reporting of claim information by ceding companies, the claim settlement tail for assumed reinsurance is
extended. Management considers the impact of delayed reporting in its selection of assumed loss development factors.
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Critical Accounting Estimates
The following presents a discussion of accounting policies and estimates relating to reserves for losses and loss
expenses, assumed premiums and other-than-temporary impairments of investments. Management believes these policies and
estimates are the most critical to its operations and require the most difficult, subjective and complex judgments.
Reserves for Losses and Loss Expenses. To recognize liabilities for unpaid losses, either known or unknown, insurers
establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related
expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss
expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related
accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse
between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss
and the insurer’s payment of that loss.
In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate
payment based upon known information about the claim at that time. The estimate represents an informed judgment based on
general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of
the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported
(“IBNR”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and
other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then
current legal interpretation of coverage provided.
In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These
factors include, among other things, historical data, legal developments, changes in social attitudes and economic conditions,
including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted
judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future
outcomes. Reserve amounts are based on management’s informed estimates and judgments using currently available data. As
additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This
may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and
assumptions are changed.
Reserves do not represent a certain calculation of liability. Rather, reserves represent an estimate of what management
expects the ultimate settlement and claim administration will cost. While the methods for establishing reserves are well tested
over time, the major assumptions about anticipated loss emergence patterns are subject to uncertainty. These estimates, which
generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well
as estimates of trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of
third parties which are beyond the Company’s control. These variables are affected by external and internal events, such as
inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling
and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating
reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability
is made. Because setting reserves is inherently uncertain, the Company cannot provide assurance that its current reserves will
prove adequate in light of subsequent events.
Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an
actuarially derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to
derive an actuarial point estimate for each operating unit. These methods include paid loss development, incurred loss
development, paid and incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where
one actuarial method is considered more credible than the others, that method is used to set the point estimate. For example, the
paid loss and incurred loss development methods rely on historical paid and incurred loss data. For new lines of business,
where there is insufficient history of paid and incurred claims data, or in circumstances where there have been significant
changes in claim practices, the paid and incurred loss development methods would be less credible than other actuarial
methods. The actuarial point estimate may also be based on a judgmental weighting of estimates produced from each of the
methods considered. Industry loss experience is used to supplement the Company’s own data in selecting “tail factors” and in
areas where the Company’s own data is limited. The actuarial data is analyzed by line of business, coverage and accident or
policy year, as appropriate, for each operating unit.
The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors
that may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting
initiatives, changes in the mix of business, changes in distribution sources and changes in policy terms and conditions.
Examples of changes in terms and conditions that can have a significant impact on reserve levels are the use of aggregate policy
limits, the expansion of coverage exclusions, whether or not defense costs are within policy limits, and changes in deductibles
and attachment points.
1022849be 10K
40
The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost
inflation, and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at
the time the business is priced and written, before any actual claims experience has emerged. This expectation is a significant
determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to
consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost
trends and known changes in the type of risks underwritten. Expected loss ratios are estimated for each key line of business
within each operating unit. Expected loss cost inflation is particularly important for the long-tail lines, such as excess casualty,
and claims with a high medical component, such as workers’ compensation. Reported and paid loss emergence patterns are
used to project current reported or paid loss amounts to their ultimate settlement value. Loss development factors are based on
the historical emergence patterns of paid and incurred losses, and are derived from the Company’s own experience and industry
data. The paid loss emergence pattern is also significant to excess and assumed workers’ compensation reserves because those
reserves are discounted to their estimated present value based upon such estimated payout patterns. Management believes the
estimates and assumptions it makes in the reserving process provide the best estimate of the ultimate cost of settling claims and
related expenses with respect to insured events which have occurred; however, different assumptions and variables could lead
to significantly different reserve estimates.
Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions
described in our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and
reported and paid loss emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure,
and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss
controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include
changes in policy limits, retentions, rate of inflation and judicial interpretations.
Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time
between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects
our ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well
as the amount of reserves needed for incurred but not reported losses (less IBNR is required for lines with short reporting lags).
As a result, loss reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines
with short reporting lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made)
and property business, the key assumption is the loss emergence pattern used to project ultimate loss estimates from known
losses paid or reported to date. For lines of business with long reporting lags, which include other liability (occurrence),
products liability, excess workers’ compensation and liability reinsurance, the key assumption is the expected loss ratio since
there is often little paid or incurred loss data to consider. Historically, the Company has experienced less variation from its
initial loss estimates for lines of businesses with short reporting lags than for lines of business with long reporting lags.
The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and
adjusted, to the extent necessary, to reflect the latest reported loss data, current trends and other factors observed. If the actual
level of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s
estimate. The following table reflects the impact of changes (which could be favorable or unfavorable) in frequency and
severity, relative to our assumptions, on our loss estimate for claims occurring in 2018:
(In thousands)
Severity (+/-)
1%
5%
10%
1%
Frequency (+/-)
5%
$
78,922
$
237,553
$
237,553
435,840
402,465
608,606
10%
435,840
608,606
824,563
Our net reserves for losses and loss expenses of approximately $10.2 billion as of December 31, 2018 relate to multiple
accident years. Therefore, the impact of changes in frequency or severity for more than one accident year could be higher or
lower than the amounts reflected above. The impact of such changes would likely be manifested gradually over the course of
many years, as the magnitude of the changes became evident.
Approximately $1.6 billion, or 15%, of the Company’s net loss reserves as of December 31, 2018 relate to the
Reinsurance segment. There is a higher degree of uncertainty and greater variability regarding estimates of assumed loss
reserves because those estimates are based, in part, upon information received from ceding companies. If information received
from ceding companies is not timely or correct, the Company’s estimate of ultimate losses may not be accurate. Furthermore,
due to delayed reporting of claim information by ceding companies, the claim settlement tail for assumed reinsurance is
extended. Management considers the impact of delayed reporting in its selection of assumed loss development factors.
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Information received from ceding companies is used to set initial expected loss ratios, to establish case reserves and to
estimate reserves for incurred but not reported losses on assumed reinsurance business. This information, which is generally
provided through reinsurance intermediaries, is gathered through the underwriting process and from periodic claim reports and
other correspondence with ceding companies. The Company performs underwriting and claim audits of selected ceding
companies to determine the accuracy and completeness of information provided to the Company. The information received
from the ceding companies is supplemented by the Company’s own loss development experience with similar lines of business
as well as industry loss trends and loss development benchmarks.
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Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of December 31,
Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of
2018 and 2017:
(In thousands)
Insurance
Reinsurance
Net reserves for losses and loss expenses
Ceded reserves for losses and loss expenses
Gross reserves for losses and loss expenses
December 31, 2018 and 2017:
(In thousands)
December 31, 2018
Other liability
Workers’ compensation (1)
Professional liability
Commercial automobile
Short-tail lines (2)
Total Insurance
Reinsurance (1)
Total
December 31, 2017
Other liability
Workers’ compensation (1)
Professional liability
Commercial automobile
Short-tail lines (2)
Total Insurance
Reinsurance (1)
Total
____________________
2018
2017
$
8,675,042
$
8,341,622
1,573,841
10,248,883
1,717,565
1,715,292
10,056,914
1,613,494
$
11,966,448
$
11,670,408
Reported Case
Reserves
Incurred But
Not Reported
Total
$
1,307,068
$
2,359,978
$
1,570,200
1,262,627
$
$
$
$
$
$
306,018
365,253
294,122
3,842,661
872,068
4,714,729
1,261,957
1,543,379
295,269
364,900
297,777
3,763,282
919,497
659,595
290,218
259,963
4,832,381
701,773
5,534,154
2,189,596
1,242,501
618,107
269,942
258,194
4,578,340
795,795
3,667,046
2,832,827
965,613
655,471
554,085
8,675,042
1,573,841
10,248,883
3,451,553
2,785,880
913,376
634,842
555,971
8,341,622
1,715,292
$
4,682,779
$
5,374,135
$
10,056,914
(1) Reserves for excess and assumed workers’ compensation business are net of an aggregate net discount of $563 million and
$591 million as of December 31, 2018 and 2017, respectively.
(2) Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler
and machinery and other lines.
The Company evaluates reserves for losses and loss expenses on a quarterly basis. Changes in estimates of prior year
losses are reported when such changes are made. The changes in prior year loss reserve estimates are generally the result of
ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information
becomes known regarding individual claims and aggregate claim trends.
Certain of the Company's insurance and reinsurance contracts are retrospectively rated, whereby the Company collects
more or less premiums based on the level of loss activity. For those contracts, changes in loss and loss expenses for prior years
may be fully or partially offset by additional or return premiums.
Net prior year development (i.e, the sum of prior year reserve changes and prior year earned premiums changes) for each
of the last three years ended December 31, are as follows:
(In thousands)
(Increase) decrease in prior year loss reserves
Increase in prior year earned premiums
Net favorable prior year development
2018
2017
2016
$
$
(6,831) $
5,165
45,638
32,162
38,807
$
37,327
$
$
29,904
29,000
58,904
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Information received from ceding companies is used to set initial expected loss ratios, to establish case reserves and to
estimate reserves for incurred but not reported losses on assumed reinsurance business. This information, which is generally
provided through reinsurance intermediaries, is gathered through the underwriting process and from periodic claim reports and
other correspondence with ceding companies. The Company performs underwriting and claim audits of selected ceding
companies to determine the accuracy and completeness of information provided to the Company. The information received
from the ceding companies is supplemented by the Company’s own loss development experience with similar lines of business
as well as industry loss trends and loss development benchmarks.
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Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of December 31,
2018 and 2017:
(In thousands)
Insurance
Reinsurance
Net reserves for losses and loss expenses
Ceded reserves for losses and loss expenses
Gross reserves for losses and loss expenses
2018
2017
$
8,675,042
$
8,341,622
1,573,841
10,248,883
1,717,565
1,715,292
10,056,914
1,613,494
$
11,966,448
$
11,670,408
Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of
December 31, 2018 and 2017:
(In thousands)
December 31, 2018
Other liability
Workers’ compensation (1)
Professional liability
Commercial automobile
Short-tail lines (2)
Total Insurance
Reinsurance (1)
Total
December 31, 2017
Other liability
Workers’ compensation (1)
Professional liability
Commercial automobile
Short-tail lines (2)
Total Insurance
Reinsurance (1)
Total
Reported Case
Reserves
Incurred But
Not Reported
Total
$
$
$
$
1,307,068
1,570,200
306,018
365,253
294,122
3,842,661
872,068
4,714,729
1,261,957
1,543,379
295,269
364,900
297,777
3,763,282
919,497
4,682,779
$
$
$
$
2,359,978
1,262,627
659,595
290,218
259,963
4,832,381
701,773
5,534,154
2,189,596
1,242,501
618,107
269,942
258,194
4,578,340
795,795
5,374,135
$
$
$
$
3,667,046
2,832,827
965,613
655,471
554,085
8,675,042
1,573,841
10,248,883
3,451,553
2,785,880
913,376
634,842
555,971
8,341,622
1,715,292
10,056,914
____________________
(1) Reserves for excess and assumed workers’ compensation business are net of an aggregate net discount of $563 million and
$591 million as of December 31, 2018 and 2017, respectively.
(2) Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler
and machinery and other lines.
The Company evaluates reserves for losses and loss expenses on a quarterly basis. Changes in estimates of prior year
losses are reported when such changes are made. The changes in prior year loss reserve estimates are generally the result of
ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information
becomes known regarding individual claims and aggregate claim trends.
Certain of the Company's insurance and reinsurance contracts are retrospectively rated, whereby the Company collects
more or less premiums based on the level of loss activity. For those contracts, changes in loss and loss expenses for prior years
may be fully or partially offset by additional or return premiums.
Net prior year development (i.e, the sum of prior year reserve changes and prior year earned premiums changes) for each
of the last three years ended December 31, are as follows:
(In thousands)
(Increase) decrease in prior year loss reserves
Increase in prior year earned premiums
Net favorable prior year development
2018
2017
2016
$
$
(6,831) $
45,638
5,165
32,162
38,807
$
37,327
$
$
29,904
29,000
58,904
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Favorable prior year development (net of additional and return premiums) was $39 million in 2018.
Insurance - Reserves for the Insurance segment developed favorably by $43 million in 2018. The favorable
development was primarily attributable to workers' compensation business, partially offset by unfavorable development for
professional liability business.
For medical professional liability business, unfavorable development was primarily related to a class of business that has
been discontinued. The adverse development for that business stemmed mainly from accident years 2010 through 2015.
Reinsurance - Reserves for the Reinsurance segment developed favorably by $6 million in 2016. The favorable
development was primarily related to direct facultative reinsurance business and to accident years 2008 through 2014.
For workers' compensation, the favorable development was spread across many accident years, including prior to 2009,
Reserve Discount. The Company discounts its liabilities for certain workers’ compensation reserves. The amount of
workers’ compensation reserves that were discounted was $1,793 million and $1,855 million at December 31, 2018 and
December 31, 2017, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded
reinsurance, was $563 million and $591 million at December 31, 2018 and 2017, respectively. At December 31, 2018, discount
rates by year ranged from 2.0% to 6.5%, with a weighted average discount rate of 3.8%.
Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2018)
are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment
securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount
rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted
average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or
decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are
recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss
payout experience.
The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing
approximately 3% of total discounted reserves at December 31, 2018), including reserves for quota share reinsurance and
reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or
permitted by the Department of Insurance of the State of Delaware.
Assumed Reinsurance Premiums. The Company estimates the amount of assumed reinsurance premiums that it will
receive under treaty reinsurance agreements at the inception of the contracts. These premium estimates are revised as the actual
amount of assumed premiums is reported to the Company by the ceding companies. As estimates of assumed premiums are
made or revised, the related amount of earned premiums, commissions and incurred losses associated with those premiums are
recorded. Estimated assumed premiums receivable were approximately $41 million and $56 million at December 31, 2018 and
2017, respectively. The assumed premium estimates are based upon terms set forth in reinsurance agreements, information
received from ceding companies during the underwriting and negotiation of agreements, reports received from ceding
companies and discussions and correspondence with reinsurance intermediaries. The Company also considers its own view of
market conditions, economic trends and experience with similar lines of business. These premium estimates represent
management’s best estimate of the ultimate amount of premiums to be received under its assumed reinsurance agreements.
Other-Than-Temporary Impairments (OTTI) of Investments. The cost of securities is adjusted where appropriate to
include a provision for decline in value which is considered to be other-than-temporary. An other-than-temporary decline is
considered to occur in investments where there has been a sustained reduction in fair value and where the Company does not
expect the fair value to recover prior to the time of sale or maturity.
The Company classifies its fixed maturity securities by credit rating, primarily based on ratings assigned by credit rating
agencies. For purposes of classifying securities with different ratings, the Company uses the average of the credit ratings
assigned, unless in limited situations the Company's own analysis indicates an internal rating is more appropriate. Securities
that are not rated by a rating agency are evaluated and classified by the Company on a case-by-case basis.
Fixed Maturity Securities – For securities that we intend to sell or, more likely than not, would be required to sell, a
decline in value below amortized cost is considered to be OTTI. The amount of OTTI is equal to the difference between
amortized cost and fair value at the balance sheet date. For securities that we do not intend to sell or expect to be required to
sell, a decline in value below amortized cost is considered to be an OTTI if we do not expect to recover the entire amortized
cost basis of a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the
The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash
flows expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline
in value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the
fair value of the security) is recognized in other comprehensive income.
but was most significant in accident years 2015 through 2017. The favorable workers' compensation development reflects a
continuation during 2018 of the benign loss cost trends experienced during recent years, particularly the favorable claim
frequency trends (i.e., number of reported claims per unit of exposure). The long term trend of declining workers'
compensation frequency can be attributable to improved workplace safety. Loss severity trends were also aided by our
continued investment in claims handling initiatives such as medical case management services and vendor savings through
usage of preferred provider networks. Reported workers' compensation losses in 2018 continued to be better than our
expectations at most of our operating units, and were below the assumptions underlying our previous reserve estimates.
For professional liability business, adverse development was primarily related to unexpected large directors and officers
(“D&O”) liability losses at one of our U.S. operating units, as well as lawyers professional liability losses at another operating
unit. The adverse development stemmed primarily from accident years 2015 and 2016, and was driven by a higher frequency
of large losses than we had experienced in previous years.
Reinsurance - Reserves for the Reinsurance segment developed unfavorably by $4 million in 2018. The unfavorable
development was primarily due to U.S. casualty facultative business from accident years 2009 and prior related to construction
projects, and was largely offset by favorable development on assumed excess of loss workers' compensation business.
Favorable prior year development (net of additional and return premiums) was $37 million in 2017.
Insurance - Reserves for the Insurance segment developed favorably by $68 million in 2017. The favorable
development was primarily attributable to workers' compensation business, and was partially offset by unfavorable
development for professional liability business.
For workers' compensation, the favorable development was related to both primary and excess business and was spread
across many accident years, including those prior to 2008, but was most significant in accident years 2014 through 2016. The
favorable workers' compensation development reflects a continuation during 2017 of the generally benign loss cost trends
experienced in recent years, particularly the favorable claim frequency trends (i.e. number of reported claims per unit of
exposure). Reported workers' compensation losses in 2017 continued to be better than our expectations at most of our operating
units, and were below the assumptions underlying our previous reserve estimates. The favorable severity trends were also
impacted by our continued investment in medical case management services and the higher usage of preferred provider
networks. The long term trend of declining workers' compensation frequency can be attributed to improved workplace safety.
For professional liability business, adverse development was primarily related to unexpected large D&O liability losses
at one of our U.S. operating units, and large professional indemnity and D&O losses in the U.K. The adverse development
stemmed mainly from accident years 2013 through 2016 in the U.S. and 2011 through 2016 in the U.K.
Reinsurance - Reserves for the Reinsurance segment developed unfavorably by $31 million in 2017. This adverse
development was due to reserve strengthening associated with claims impacted by the change in the Ogden discount rate in the
U.K., as well as adverse development on the U.S. facultative casualty excess of loss business. The Ogden rate is the discount
rate used to calculate lump-sum bodily injury payouts in the U.K., and was reduced by the U.K. Ministry of Justice from +2.5%
to -0.75% in 2017; the adverse development mostly related to U.K. motor bodily injury claims which we reinsured on an excess
of loss basis in accident years 2012 through 2016. The adverse development on U.S. facultative casualty business was due to
construction related risks in accident years 2008 and prior.
Favorable prior year development (net of additional and return premiums) was $59 million in 2016.
security).
Insurance - Reserves for the Insurance segment developed favorably by $53 million in 2016. The favorable
development was primarily related to workers' compensation business, and was partially offset by unfavorable development for
medical professional liability business.
For workers' compensation, the favorable development was related to both primary and excess business and to many
accident years, including those prior to 2007. During 2016, reported workers' compensation losses continued to be better than
our expectations at most of our operating units. Loss frequency and severity trends continued to be better than the assumptions
underlying our previous reserve estimates. Loss severity trends also benefited from our continued investment in medical case
management services and from our preferred provider networks. The long term trend of declining workers' compensation
frequency can be attributed to improved workplace safety.
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Favorable prior year development (net of additional and return premiums) was $39 million in 2018.
Insurance - Reserves for the Insurance segment developed favorably by $43 million in 2018. The favorable
development was primarily attributable to workers' compensation business, partially offset by unfavorable development for
professional liability business.
but was most significant in accident years 2015 through 2017. The favorable workers' compensation development reflects a
continuation during 2018 of the benign loss cost trends experienced during recent years, particularly the favorable claim
frequency trends (i.e., number of reported claims per unit of exposure). The long term trend of declining workers'
compensation frequency can be attributable to improved workplace safety. Loss severity trends were also aided by our
continued investment in claims handling initiatives such as medical case management services and vendor savings through
usage of preferred provider networks. Reported workers' compensation losses in 2018 continued to be better than our
expectations at most of our operating units, and were below the assumptions underlying our previous reserve estimates.
For professional liability business, adverse development was primarily related to unexpected large directors and officers
(“D&O”) liability losses at one of our U.S. operating units, as well as lawyers professional liability losses at another operating
unit. The adverse development stemmed primarily from accident years 2015 and 2016, and was driven by a higher frequency
of large losses than we had experienced in previous years.
Reinsurance - Reserves for the Reinsurance segment developed unfavorably by $4 million in 2018. The unfavorable
development was primarily due to U.S. casualty facultative business from accident years 2009 and prior related to construction
projects, and was largely offset by favorable development on assumed excess of loss workers' compensation business.
Favorable prior year development (net of additional and return premiums) was $37 million in 2017.
Insurance - Reserves for the Insurance segment developed favorably by $68 million in 2017. The favorable
development was primarily attributable to workers' compensation business, and was partially offset by unfavorable
development for professional liability business.
For workers' compensation, the favorable development was related to both primary and excess business and was spread
across many accident years, including those prior to 2008, but was most significant in accident years 2014 through 2016. The
favorable workers' compensation development reflects a continuation during 2017 of the generally benign loss cost trends
experienced in recent years, particularly the favorable claim frequency trends (i.e. number of reported claims per unit of
exposure). Reported workers' compensation losses in 2017 continued to be better than our expectations at most of our operating
units, and were below the assumptions underlying our previous reserve estimates. The favorable severity trends were also
impacted by our continued investment in medical case management services and the higher usage of preferred provider
networks. The long term trend of declining workers' compensation frequency can be attributed to improved workplace safety.
For professional liability business, adverse development was primarily related to unexpected large D&O liability losses
at one of our U.S. operating units, and large professional indemnity and D&O losses in the U.K. The adverse development
stemmed mainly from accident years 2013 through 2016 in the U.S. and 2011 through 2016 in the U.K.
Reinsurance - Reserves for the Reinsurance segment developed unfavorably by $31 million in 2017. This adverse
development was due to reserve strengthening associated with claims impacted by the change in the Ogden discount rate in the
U.K., as well as adverse development on the U.S. facultative casualty excess of loss business. The Ogden rate is the discount
rate used to calculate lump-sum bodily injury payouts in the U.K., and was reduced by the U.K. Ministry of Justice from +2.5%
to -0.75% in 2017; the adverse development mostly related to U.K. motor bodily injury claims which we reinsured on an excess
of loss basis in accident years 2012 through 2016. The adverse development on U.S. facultative casualty business was due to
construction related risks in accident years 2008 and prior.
Favorable prior year development (net of additional and return premiums) was $59 million in 2016.
Insurance - Reserves for the Insurance segment developed favorably by $53 million in 2016. The favorable
development was primarily related to workers' compensation business, and was partially offset by unfavorable development for
medical professional liability business.
For workers' compensation, the favorable development was related to both primary and excess business and to many
accident years, including those prior to 2007. During 2016, reported workers' compensation losses continued to be better than
our expectations at most of our operating units. Loss frequency and severity trends continued to be better than the assumptions
underlying our previous reserve estimates. Loss severity trends also benefited from our continued investment in medical case
management services and from our preferred provider networks. The long term trend of declining workers' compensation
frequency can be attributed to improved workplace safety.
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For medical professional liability business, unfavorable development was primarily related to a class of business that has
been discontinued. The adverse development for that business stemmed mainly from accident years 2010 through 2015.
Reinsurance - Reserves for the Reinsurance segment developed favorably by $6 million in 2016. The favorable
development was primarily related to direct facultative reinsurance business and to accident years 2008 through 2014.
For workers' compensation, the favorable development was spread across many accident years, including prior to 2009,
Reserve Discount. The Company discounts its liabilities for certain workers’ compensation reserves. The amount of
workers’ compensation reserves that were discounted was $1,793 million and $1,855 million at December 31, 2018 and
December 31, 2017, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded
reinsurance, was $563 million and $591 million at December 31, 2018 and 2017, respectively. At December 31, 2018, discount
rates by year ranged from 2.0% to 6.5%, with a weighted average discount rate of 3.8%.
Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2018)
are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment
securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount
rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted
average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or
decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are
recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss
payout experience.
The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing
approximately 3% of total discounted reserves at December 31, 2018), including reserves for quota share reinsurance and
reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or
permitted by the Department of Insurance of the State of Delaware.
Assumed Reinsurance Premiums. The Company estimates the amount of assumed reinsurance premiums that it will
receive under treaty reinsurance agreements at the inception of the contracts. These premium estimates are revised as the actual
amount of assumed premiums is reported to the Company by the ceding companies. As estimates of assumed premiums are
made or revised, the related amount of earned premiums, commissions and incurred losses associated with those premiums are
recorded. Estimated assumed premiums receivable were approximately $41 million and $56 million at December 31, 2018 and
2017, respectively. The assumed premium estimates are based upon terms set forth in reinsurance agreements, information
received from ceding companies during the underwriting and negotiation of agreements, reports received from ceding
companies and discussions and correspondence with reinsurance intermediaries. The Company also considers its own view of
market conditions, economic trends and experience with similar lines of business. These premium estimates represent
management’s best estimate of the ultimate amount of premiums to be received under its assumed reinsurance agreements.
Other-Than-Temporary Impairments (OTTI) of Investments. The cost of securities is adjusted where appropriate to
include a provision for decline in value which is considered to be other-than-temporary. An other-than-temporary decline is
considered to occur in investments where there has been a sustained reduction in fair value and where the Company does not
expect the fair value to recover prior to the time of sale or maturity.
The Company classifies its fixed maturity securities by credit rating, primarily based on ratings assigned by credit rating
agencies. For purposes of classifying securities with different ratings, the Company uses the average of the credit ratings
assigned, unless in limited situations the Company's own analysis indicates an internal rating is more appropriate. Securities
that are not rated by a rating agency are evaluated and classified by the Company on a case-by-case basis.
Fixed Maturity Securities – For securities that we intend to sell or, more likely than not, would be required to sell, a
decline in value below amortized cost is considered to be OTTI. The amount of OTTI is equal to the difference between
amortized cost and fair value at the balance sheet date. For securities that we do not intend to sell or expect to be required to
sell, a decline in value below amortized cost is considered to be an OTTI if we do not expect to recover the entire amortized
cost basis of a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the
security).
The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash
flows expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline
in value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the
fair value of the security) is recognized in other comprehensive income.
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Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities,
collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral
under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling
these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any,
the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance
factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit
impairment.
The following table provides a summary of fixed maturity securities in an unrealized loss position as of December 31,
which may include benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. Market inputs used
2018:
($ in thousands)
Unrealized loss less than 20% of amortized cost
Unrealized loss of 20% or greater of amortized cost:
Less than twelve months
Twelve months and longer
Total
Number of
Securities
Aggregate
Fair Value
Unrealized
Loss
1,068
$
7,823,120
$
201,258
6
4
1,078
$
14,553
23,837
7,861,510
$
6,435
7,870
215,563
A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at
December 31, 2018 is presented in the table below.
($ in thousands)
Foreign government
Corporate
Asset-backed securities
Mortgage-backed securities
Total
Number of
Securities
Aggregate
Fair Value
Unrealized
Loss
13
13
5
5
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$
$
140,854
120,078
14,662
8,741
284,335
$
$
21,411
13,111
2,593
69
37,184
The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized loss is
due primarily to temporary market and sector-related factors rather than to issuer-specific factors. None of these securities are
delinquent or in default under financial covenants. Based on its assessment of these issuers, the Company expects them to
continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be
OTTI. For the year ended December 31, 2018, OTTI for fixed maturity securities recognized in earnings were $5.7 million. For
the year ended December 31, 2017, there were no OTTI for fixed maturity securities.
Loans Receivable – The Company monitors the performance of its loans receivable, including current market conditions
valuation and to verify our understanding of how securities are priced. As of December 31, 2018, the Company did not make
for each loan and the ability to collect principal and interest. For loans where the Company determines it is probable that the
contractual terms will not be met, an analysis is performed and a valuation reserve is established, if necessary, with a charge to
earnings. Loans receivable are reported net of a valuation reserve of $3 million for both December 31, 2018 and 2017.
The Company monitors the performance of its loans receivable and assesses the ability of each borrower to pay principal
and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance
of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash
flow analysis and comparable cost and sales methodologies, if appropriate.
Fair Value Measurements. The Company’s fixed maturity available for sale securities, equity securities, and its trading
account securities are carried at fair value. Fair value is defined as "the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date". The Company utilizes a fair
value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1
inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to
access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable
for similar assets in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs may
only be used to measure fair value to the extent that observable inputs are not available. The fair value of the vast majority of
the Company’s portfolio is based on observable data (other than quoted prices) and, accordingly, is classified as Level 2.
In classifying particular financial securities in the fair value hierarchy, the Company uses its judgment to determine
whether the market for a security is active and whether significant pricing inputs are observable. The Company determines the
38
Level 2.
Level 3.
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existence of an active market by assessing whether transactions occur with sufficient frequency and volume to provide reliable
pricing information. The Company determines whether inputs are observable based on the use of such information by pricing
services and external investment managers, the uninterrupted availability of such inputs, the need to make significant
adjustments to such inputs and the volatility of such inputs over time. If the market for a security is determined to be inactive or
if significant inputs used to price a security are determined to be unobservable, the security is categorized in Level 3 of the fair
value hierarchy.
Because many fixed maturity securities do not trade on a daily basis, the Company utilizes pricing models and processes
to evaluate securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets,
benchmark securities, bids, offers and reference data. Quoted prices are often unavailable for recently issued securities that are
infrequently traded or securities that are only traded in private transactions. For publicly traded securities for which quoted
prices are unavailable, the Company determines fair value based on independent broker quotations and other observable market
data. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such
securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial data, projections
and business developments of the issuer and other relevant information.
The following is a summary of pricing sources for the Company's fixed maturity securities available for sale as of
December 31, 2018:
(In thousands)
Pricing source:
Independent pricing services
Syndicate manager
Directly by the Company based on:
Observable data
Cash flow model
Total
Carrying
Value
Percent
of Total
$
13,351,637
98.7%
34,304
142,137
99
0.3
1.0
—
$
13,528,177
100.0%
Independent pricing services - Substantially all of the Company’s fixed maturity securities available for sale were priced
by independent pricing services (generally one U.S. pricing service plus additional pricing services with respect to a limited
number of foreign securities held by the Company). The prices provided by the independent pricing services are generally
based on observable market data in active markets (e.g., broker quotes and prices observed for comparable securities). The
determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset
class. The Company reviews the prices provided by pricing services for reasonableness based upon current trading levels for
similar securities. If the prices appear unusual to the Company, they are re-examined and the value is either confirmed or
revised. In addition, the Company periodically performs independent price tests of a sample of securities to ensure proper
any adjustments to the prices provided by the pricing services. Based upon the Company’s review of the methodologies used by
the independent pricing services, these securities were classified as Level 2.
Syndicate manager – The Company has a 15% participation in a Lloyd’s syndicate, and the Company’s share of the
securities owned by the syndicate is priced by the syndicate’s manager. The majority of the securities are liquid, short duration
fixed maturity securities. The Company reviews the syndicate manager’s pricing methodology and audited financial statements
and holds discussions with the syndicate manager as necessary to confirm its understanding and agreement with security prices.
Based upon the Company’s review of the methodologies used by the syndicate manager, these securities were classified as
Observable data – If independent pricing is not available, the Company prices the securities directly. Prices are based on
observable market data where available, including current trading levels for similar securities and non-binding quotations from
brokers. The Company generally requests two or more quotes. If more than one quote is received, the Company sets a price
within the range of quotes received based on its assessment of the credibility of the quote and its own evaluation of the security.
The Company generally does not adjust quotes obtained from brokers. Since these securities were priced based on observable
data, they were classified as Level 2.
Cash flow model – If the above methodologies are not available, the Company prices securities using a discounted cash
flow model based upon assumptions as to prevailing credit spreads, interest rates and interest rate volatility, time to maturity
and subordination levels. Discount rates are adjusted to reflect illiquidity where appropriate. These securities were classified as
39
Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities,
collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral
under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling
these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any,
the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance
factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit
The following table provides a summary of fixed maturity securities in an unrealized loss position as of December 31,
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impairment.
2018:
($ in thousands)
Unrealized loss less than 20% of amortized cost
Unrealized loss of 20% or greater of amortized cost:
Less than twelve months
Twelve months and longer
Total
($ in thousands)
Foreign government
Corporate
Asset-backed securities
Mortgage-backed securities
Total
Number of
Securities
Aggregate
Fair Value
Unrealized
Loss
1,068
$
7,823,120
$
201,258
14,553
23,837
6,435
7,870
1,078
$
7,861,510
$
215,563
Number of
Securities
Aggregate
Fair Value
Unrealized
Loss
$
140,854
$
120,078
14,662
8,741
36
$
284,335
$
21,411
13,111
2,593
69
37,184
6
4
13
13
5
5
A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at
December 31, 2018 is presented in the table below.
The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized loss is
due primarily to temporary market and sector-related factors rather than to issuer-specific factors. None of these securities are
delinquent or in default under financial covenants. Based on its assessment of these issuers, the Company expects them to
continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be
OTTI. For the year ended December 31, 2018, OTTI for fixed maturity securities recognized in earnings were $5.7 million. For
the year ended December 31, 2017, there were no OTTI for fixed maturity securities.
Loans Receivable – The Company monitors the performance of its loans receivable, including current market conditions
for each loan and the ability to collect principal and interest. For loans where the Company determines it is probable that the
contractual terms will not be met, an analysis is performed and a valuation reserve is established, if necessary, with a charge to
earnings. Loans receivable are reported net of a valuation reserve of $3 million for both December 31, 2018 and 2017.
The Company monitors the performance of its loans receivable and assesses the ability of each borrower to pay principal
and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance
of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash
flow analysis and comparable cost and sales methodologies, if appropriate.
Fair Value Measurements. The Company’s fixed maturity available for sale securities, equity securities, and its trading
account securities are carried at fair value. Fair value is defined as "the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date". The Company utilizes a fair
value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1
inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to
access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable
for similar assets in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs may
only be used to measure fair value to the extent that observable inputs are not available. The fair value of the vast majority of
the Company’s portfolio is based on observable data (other than quoted prices) and, accordingly, is classified as Level 2.
In classifying particular financial securities in the fair value hierarchy, the Company uses its judgment to determine
whether the market for a security is active and whether significant pricing inputs are observable. The Company determines the
1022849be 10K
46
existence of an active market by assessing whether transactions occur with sufficient frequency and volume to provide reliable
pricing information. The Company determines whether inputs are observable based on the use of such information by pricing
services and external investment managers, the uninterrupted availability of such inputs, the need to make significant
adjustments to such inputs and the volatility of such inputs over time. If the market for a security is determined to be inactive or
if significant inputs used to price a security are determined to be unobservable, the security is categorized in Level 3 of the fair
value hierarchy.
Because many fixed maturity securities do not trade on a daily basis, the Company utilizes pricing models and processes
which may include benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. Market inputs used
to evaluate securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets,
benchmark securities, bids, offers and reference data. Quoted prices are often unavailable for recently issued securities that are
infrequently traded or securities that are only traded in private transactions. For publicly traded securities for which quoted
prices are unavailable, the Company determines fair value based on independent broker quotations and other observable market
data. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such
securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial data, projections
and business developments of the issuer and other relevant information.
The following is a summary of pricing sources for the Company's fixed maturity securities available for sale as of
December 31, 2018:
(In thousands)
Pricing source:
Independent pricing services
Syndicate manager
Directly by the Company based on:
Observable data
Cash flow model
Total
Carrying
Value
Percent
of Total
$
$
13,351,637
34,304
142,137
99
13,528,177
98.7%
0.3
1.0
—
100.0%
Independent pricing services - Substantially all of the Company’s fixed maturity securities available for sale were priced
by independent pricing services (generally one U.S. pricing service plus additional pricing services with respect to a limited
number of foreign securities held by the Company). The prices provided by the independent pricing services are generally
based on observable market data in active markets (e.g., broker quotes and prices observed for comparable securities). The
determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset
class. The Company reviews the prices provided by pricing services for reasonableness based upon current trading levels for
similar securities. If the prices appear unusual to the Company, they are re-examined and the value is either confirmed or
revised. In addition, the Company periodically performs independent price tests of a sample of securities to ensure proper
valuation and to verify our understanding of how securities are priced. As of December 31, 2018, the Company did not make
any adjustments to the prices provided by the pricing services. Based upon the Company’s review of the methodologies used by
the independent pricing services, these securities were classified as Level 2.
Syndicate manager – The Company has a 15% participation in a Lloyd’s syndicate, and the Company’s share of the
securities owned by the syndicate is priced by the syndicate’s manager. The majority of the securities are liquid, short duration
fixed maturity securities. The Company reviews the syndicate manager’s pricing methodology and audited financial statements
and holds discussions with the syndicate manager as necessary to confirm its understanding and agreement with security prices.
Based upon the Company’s review of the methodologies used by the syndicate manager, these securities were classified as
Level 2.
Observable data – If independent pricing is not available, the Company prices the securities directly. Prices are based on
observable market data where available, including current trading levels for similar securities and non-binding quotations from
brokers. The Company generally requests two or more quotes. If more than one quote is received, the Company sets a price
within the range of quotes received based on its assessment of the credibility of the quote and its own evaluation of the security.
The Company generally does not adjust quotes obtained from brokers. Since these securities were priced based on observable
data, they were classified as Level 2.
Cash flow model – If the above methodologies are not available, the Company prices securities using a discounted cash
flow model based upon assumptions as to prevailing credit spreads, interest rates and interest rate volatility, time to maturity
and subordination levels. Discount rates are adjusted to reflect illiquidity where appropriate. These securities were classified as
Level 3.
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Results of Operations for the Years Ended December 31, 2018 and 2017
A summary of gross premiums written in 2018 compared with 2017 by line of business within each business segment
Business Segment Results
Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses
incurred expressed as a percentage of net premiums earned), expense ratios (underwriting expenses expressed as a percentage
of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for
the years ended December 31, 2018 and 2017. The GAAP combined ratio represents a measure of underwriting profitability,
excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100
indicates an underwriting profit.
follows:
•
Insurance gross premiums increased 4% to $7,157 million in 2018 from $6,870 million in 2017. Gross premiums
increased $156 million (7%) for other liability, $87 million (12%) for professional liability, $64 million (4%) for
short-tail lines and $54 million (7%) for commercial auto, and decreased $74 million (4%) for workers'
compensation.
•
Reinsurance gross premiums decreased 10% to $545 million in 2018 from $607 million in 2017. Gross premiums
written decreased $38 million (19%) for property lines and decreased $24 million (6%) for casualty lines.
2018
2017
Net premiums written were $6,433 million in 2018, an increase of 3% from $6,261 million in 2017. Ceded reinsurance
premiums as a percentage of gross written premiums were 17% and 16% in 2018 and 2017, respectively.
(In thousands)
Insurance
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
Reinsurance
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
Consolidated
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
$
$
$
$
$
$
7,157,370
5,952,861
5,864,981
61.8%
32.5
94.3
545,124
480,366
506,524
68.7%
37.7
106.4
7,702,494
6,433,227
6,371,505
62.4%
32.9
95.3
6,869,831
5,715,871
5,706,443
61.6%
32.9
94.5
607,132
544,637
604,976
80.2%
37.4
117.6
7,476,963
6,260,508
6,311,419
63.4%
33.3
96.7
Net Income to Common Stockholders. The following table presents the Company’s net income to common stockholders
and net income per diluted share for the years ended December 31, 2018 and 2017.
(In thousands, except per share data)
Net income to common stockholders
Weighted average diluted shares
Net income per diluted share
2018
2017
640,749
128,264
5.00
$
$
549,094
129,018
4.26
$
$
The Company reported net income of $641 million in 2018 compared to $549 million in 2017. The 17% increase in net
income was primarily due to an after-tax increase in net investment income of $79 million, mainly driven by growth in the
fixed maturity security portfolio, higher interest rates and an increase in investment funds, an after-tax increase in underwriting
income of $72 million, a $34 million increase in after-tax foreign currency gains, an after-tax increase in non-insurance
businesses of $6 million, and a $60 million decrease in tax expense primarily due to the reduction of the federal corporate tax
rate from 35% to 21%, partially offset by a decrease in after-tax net investment gains of $145 million, an after-tax increase in
interest expense of $8 million, an after-tax reduction in insurance service fee income of $4 million, and an after-tax increase in
corporate expenses of $2 million. The number of weighted average diluted shares decreased slightly primarily due to share
repurchases.
Premiums. Gross premiums written were $7,702 million in 2018, an increase of 3% from $7,477 million in 2017. The
increase was due to an increase in the Insurance segment of $287 million, partially offset by a decrease in the Reinsurance
segment of $62 million. Approximately 78% of policies expiring in 2018 were renewed and 79% of policies expiring in 2017
were renewed.
Average renewal premium rates (adjusted for change in exposures) increased 2.5% in 2018, 0.9% in 2017 and 0.3% in
2016.
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Premiums earned increased 1% to $6,372 million in 2018 from $6,311 million in 2017. Insurance premiums (including
the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases will be
earned over the upcoming quarters. Premiums earned in 2018 are related to business written during both 2018 and 2017. Audit
premiums were $192 million in 2018 compared with $172 million in 2017.
Net Investment Income. Following is a summary of net investment income for the years ended December 31, 2018 and
2017:
(In thousands)
Fixed maturity securities, including cash and cash
equivalents and loans receivable
Investment funds
Arbitrage trading account
Real estate
Equity securities
Gross investment income
Investment expenses
Total
Amount
Average Annualized
Yield
2018
2017
2018
2017
$
519,269
$
473,101
3.6%
3.3%
109,349
28,157
18,591
3,230
678,596
(4,361)
68,169
19,145
19,975
2,350
582,740
(6,952)
8.8
4.7
1.0
1.4
3.7
—
5.7
3.6
1.5
1.1
3.3
—
$
674,235
$
575,788
3.7%
3.3%
Net investment income increased 17% to $674 million in 2018 from $576 million in 2017 primarily due to an increase in
income from fixed maturity securities of $46 million, a $41 million increase in investment funds, a $9 million increase in
arbitrage trading account and a decrease in investment expenses of $2 million, partially offset by a decrease in real estate of $1
million. Investment funds are reported on a one quarter lag. The average annualized yield for fixed maturity securities was
3.6% in 2018 and 3.3% in 2017; accordingly, the increase in fixed maturity securities income was mainly the result of a larger
investment portfolio and higher interest rates. The effective duration of the fixed maturity portfolio was 2.8 years at
December 31, 2018, down from 3.0 years at December 31, 2017. The Company has maintained a shortened duration of its fixed
maturity security portfolio. This has reduced the potential impact of mark-to-market adjustments on the portfolio and
positioned the Company to take advantage of rising interest rates. Average invested assets, at cost (including cash and cash
equivalents), were $18.4 billion in 2018 and $17.5 billion in 2017.
Insurance Service Fees. The Company earns fees from an insurance distribution business, a third-party administrator,
and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees were $118
million in 2018 and $135 million in 2017. The decrease is primarily due to the sale of a third party administration business in
third quarter of 2018.
Net Realized and Unrealized Gains on Investments. The Company buys and sells securities and other investment assets
on a regular basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets
are based on management’s view of the underlying fundamentals of specific investments as well as management’s expectations
regarding interest rates, credit spreads, currency values and general economic conditions. Effective January 1, 2018, the
Company adopted new accounting guidance that requires all equity investments with readily determinable fair values to be
measured at fair value with changes in the fair value recognized through net income (other than those equity securities
accounted for under the equity method of accounting or those that result in consolidation of the investee). Net realized and
unrealized gains on investments were $154 million in 2018 compared with $336 million in 2017. In 2018, the gains reflected
net realized gains on investment sales of $480 million reduced by a change in unrealized gains on equity securities of $320
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Results of Operations for the Years Ended December 31, 2018 and 2017
Business Segment Results
Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses
incurred expressed as a percentage of net premiums earned), expense ratios (underwriting expenses expressed as a percentage
of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for
the years ended December 31, 2018 and 2017. The GAAP combined ratio represents a measure of underwriting profitability,
excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100
indicates an underwriting profit.
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A summary of gross premiums written in 2018 compared with 2017 by line of business within each business segment
follows:
•
Insurance gross premiums increased 4% to $7,157 million in 2018 from $6,870 million in 2017. Gross premiums
increased $156 million (7%) for other liability, $87 million (12%) for professional liability, $64 million (4%) for
short-tail lines and $54 million (7%) for commercial auto, and decreased $74 million (4%) for workers'
compensation.
•
Reinsurance gross premiums decreased 10% to $545 million in 2018 from $607 million in 2017. Gross premiums
written decreased $38 million (19%) for property lines and decreased $24 million (6%) for casualty lines.
2018
2017
Net premiums written were $6,433 million in 2018, an increase of 3% from $6,261 million in 2017. Ceded reinsurance
premiums as a percentage of gross written premiums were 17% and 16% in 2018 and 2017, respectively.
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$
$
$
$
$
7,157,370
5,952,861
5,864,981
6,869,831
5,715,871
5,706,443
61.8%
32.5
94.3
545,124
480,366
506,524
68.7%
37.7
106.4
$
$
$
61.6%
32.9
94.5
607,132
544,637
604,976
80.2%
37.4
117.6
7,702,494
6,433,227
6,371,505
7,476,963
6,260,508
6,311,419
62.4%
32.9
95.3
63.4%
33.3
96.7
2018
2017
640,749
128,264
5.00
$
$
549,094
129,018
4.26
Premiums earned increased 1% to $6,372 million in 2018 from $6,311 million in 2017. Insurance premiums (including
the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases will be
earned over the upcoming quarters. Premiums earned in 2018 are related to business written during both 2018 and 2017. Audit
premiums were $192 million in 2018 compared with $172 million in 2017.
Net Investment Income. Following is a summary of net investment income for the years ended December 31, 2018 and
2017:
(In thousands)
Fixed maturity securities, including cash and cash
equivalents and loans receivable
Investment funds
Arbitrage trading account
Real estate
Equity securities
Gross investment income
Investment expenses
Total
Amount
2018
2017
Average Annualized
Yield
2018
2017
$
519,269
$
473,101
109,349
28,157
18,591
3,230
678,596
(4,361)
674,235
$
68,169
19,145
19,975
2,350
582,740
(6,952)
575,788
$
3.6%
8.8
4.7
1.0
1.4
3.7
—
3.7%
3.3%
5.7
3.6
1.5
1.1
3.3
—
3.3%
Net investment income increased 17% to $674 million in 2018 from $576 million in 2017 primarily due to an increase in
income from fixed maturity securities of $46 million, a $41 million increase in investment funds, a $9 million increase in
arbitrage trading account and a decrease in investment expenses of $2 million, partially offset by a decrease in real estate of $1
million. Investment funds are reported on a one quarter lag. The average annualized yield for fixed maturity securities was
3.6% in 2018 and 3.3% in 2017; accordingly, the increase in fixed maturity securities income was mainly the result of a larger
investment portfolio and higher interest rates. The effective duration of the fixed maturity portfolio was 2.8 years at
December 31, 2018, down from 3.0 years at December 31, 2017. The Company has maintained a shortened duration of its fixed
maturity security portfolio. This has reduced the potential impact of mark-to-market adjustments on the portfolio and
positioned the Company to take advantage of rising interest rates. Average invested assets, at cost (including cash and cash
equivalents), were $18.4 billion in 2018 and $17.5 billion in 2017.
Insurance Service Fees. The Company earns fees from an insurance distribution business, a third-party administrator,
and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees were $118
million in 2018 and $135 million in 2017. The decrease is primarily due to the sale of a third party administration business in
third quarter of 2018.
Net Realized and Unrealized Gains on Investments. The Company buys and sells securities and other investment assets
on a regular basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets
are based on management’s view of the underlying fundamentals of specific investments as well as management’s expectations
regarding interest rates, credit spreads, currency values and general economic conditions. Effective January 1, 2018, the
Company adopted new accounting guidance that requires all equity investments with readily determinable fair values to be
measured at fair value with changes in the fair value recognized through net income (other than those equity securities
accounted for under the equity method of accounting or those that result in consolidation of the investee). Net realized and
unrealized gains on investments were $154 million in 2018 compared with $336 million in 2017. In 2018, the gains reflected
net realized gains on investment sales of $480 million reduced by a change in unrealized gains on equity securities of $320
Net Income to Common Stockholders. The following table presents the Company’s net income to common stockholders
and net income per diluted share for the years ended December 31, 2018 and 2017.
The Company reported net income of $641 million in 2018 compared to $549 million in 2017. The 17% increase in net
income was primarily due to an after-tax increase in net investment income of $79 million, mainly driven by growth in the
fixed maturity security portfolio, higher interest rates and an increase in investment funds, an after-tax increase in underwriting
income of $72 million, a $34 million increase in after-tax foreign currency gains, an after-tax increase in non-insurance
businesses of $6 million, and a $60 million decrease in tax expense primarily due to the reduction of the federal corporate tax
rate from 35% to 21%, partially offset by a decrease in after-tax net investment gains of $145 million, an after-tax increase in
interest expense of $8 million, an after-tax reduction in insurance service fee income of $4 million, and an after-tax increase in
corporate expenses of $2 million. The number of weighted average diluted shares decreased slightly primarily due to share
repurchases.
were renewed.
2016.
Premiums. Gross premiums written were $7,702 million in 2018, an increase of 3% from $7,477 million in 2017. The
increase was due to an increase in the Insurance segment of $287 million, partially offset by a decrease in the Reinsurance
segment of $62 million. Approximately 78% of policies expiring in 2018 were renewed and 79% of policies expiring in 2017
Average renewal premium rates (adjusted for change in exposures) increased 2.5% in 2018, 0.9% in 2017 and 0.3% in
(In thousands)
Insurance
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
Reinsurance
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
Consolidated
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
(In thousands, except per share data)
Net income to common stockholders
Weighted average diluted shares
Net income per diluted share
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million as well as $6 million in OTTI. In 2017, realized gains were primarily related to the sale of an investment in an office
building located in Washington, D.C. and the sale of shares of a publicly traded common stock.
Other-Than-Temporary Impairments. The cost of securities is adjusted when appropriate to include a provision for a
decline in value that is considered to be other-than-temporary. In 2018, there was $6 million other-than-temporary impairments.
There was no other-than-temporary impairments in 2017.
Revenues from Non-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses
engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that
provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and
components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues
from non-insurance businesses increased to $373 million in 2018 from $326 million in 2017, primarily due to the purchase of a
business in the second half of 2018 and revenues from a textile business purchased in March 2017.
Losses and Loss Expenses. Losses and loss expenses decreased to $3,975 million in 2018 from $4,002 million in 2017.
The consolidated loss ratio was 62.4% in 2018 and 63.4% in 2017. Catastrophe losses, net of reinsurance recoveries and
reinstatement premiums, were $105 million in 2018 compared with $184 million in 2017. The more significant 2017
catastrophe losses largely related to hurricanes Harvey, Irma, and Maria, along with two earthquakes in Mexico. Favorable
prior year reserve development (net of premium offsets) was $39 million in 2018 compared with $37 million in 2017. The loss
ratio excluding catastrophe losses and prior year reserve development increased 0.2 points to 61.3% in 2018 from 61.1% in
2017.
A summary of loss ratios in 2018 compared with 2017 by business segment follows:
•
•
Insurance - The loss ratio of 61.8% in 2018 was 0.2 points higher than the loss ratio of 61.6% in 2017. Catastrophe
losses were $76 million in 2018 compared with $107 million in 2017. Favorable prior year reserve development was
$43 million in 2018 compared with $68 million in 2017. The loss ratio excluding catastrophe losses and prior year
reserve development increased 0.3 points to 61.2% in 2018 from 60.9% in 2017.
Reinsurance - The loss ratio of 68.7% in 2018 was 11.5 points lower than the loss ratio of 80.2% in 2017.
Catastrophe losses were $29 million in 2018 compared with $77 million in 2017. Adverse prior year reserve
development was $4 million in 2018 compared with adverse prior year reserve development $31 million in 2017.
Adverse prior year development in 2017 was largely due to the impact of the change in Ogden discount rate in the
U.K. and adverse development related to the U.S. facultative excess of loss business. The loss ratio excluding
catastrophe losses and prior year reserve development decreased 0.2 points to 62.1% in 2018 from 62.3% in 2017.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses:
(In thousands)
Policy acquisition and insurance operating expenses
Insurance service expenses
Net foreign currency (gains) losses
Other costs and expenses
Total
2018
2,098,881
118,357
(27,067)
193,050
2,383,221
$
$
2017
2,101,024
129,776
15,267
190,865
2,436,932
$
$
Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium
taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses remained flat
and net premiums earned increased 1% from 2017. The expense ratio (policy acquisition and insurance operating expenses
expressed as a percentage of premiums earned) was 32.9% in 2018 and 33.3% in 2017.
Service expenses, which represent the costs associated with the fee-based businesses, decreased 9% to $118 million in
2018 from $130 million in 2017. The decrease is primarily due to the sale of a third party administration business in third
quarter of 2018.
Net foreign currency (gains) losses result from transactions denominated in a currency other than an operating unit’s
functional currency. Net foreign currency gains were $27 million in 2018 compared to losses of $15 million in 2017, resulting
from the strengthening U.S. dollar and the change of functional currency for the Company's Argentine operations to the U.S.
dollar as of July 1, 2018. The Argentine economy was determined to be highly inflationary under GAAP requiring the change
in functional currency beginning with the third quarter of 2018.
Other costs and expenses represent general and administrative expenses of the parent company and other expenses not
allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs
and expenses increased to $193 million in 2018 from $191 million in 2017.
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Expenses from Non-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with
businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related
businesses that include (i) cost of goods sold related to aircraft and products sold and services provided, and (ii) general and
administrative expenses. Expenses from non-insurance businesses were $364 million in 2018 compared to $325 million in
2017. The increase mainly relates to a new business purchased in the second half of 2018 as well as the textile business
purchased in March 2017.
Interest Expense. Interest expense was $157 million in 2018 compared with $147 million in 2017. In March 2018, the
Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058, and in April 2018, the
Company issued another $10 million principal amount of such debentures. Additionally in 2018, the Company issued
subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate property in
Florida.
rate from 35% to 21%.
Income Taxes. The effective income tax rate was 20% in 2018 compared to 28% in 2017. The decrease in the effective
tax rate in 2018 from 2017 was primarily due to the Tax Cuts and Jobs Act of 2017, which reduced the federal corporate tax
The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $70 million
of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the
future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial.
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million as well as $6 million in OTTI. In 2017, realized gains were primarily related to the sale of an investment in an office
building located in Washington, D.C. and the sale of shares of a publicly traded common stock.
Other-Than-Temporary Impairments. The cost of securities is adjusted when appropriate to include a provision for a
decline in value that is considered to be other-than-temporary. In 2018, there was $6 million other-than-temporary impairments.
There was no other-than-temporary impairments in 2017.
Revenues from Non-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses
engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that
provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and
components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues
from non-insurance businesses increased to $373 million in 2018 from $326 million in 2017, primarily due to the purchase of a
business in the second half of 2018 and revenues from a textile business purchased in March 2017.
Losses and Loss Expenses. Losses and loss expenses decreased to $3,975 million in 2018 from $4,002 million in 2017.
The consolidated loss ratio was 62.4% in 2018 and 63.4% in 2017. Catastrophe losses, net of reinsurance recoveries and
reinstatement premiums, were $105 million in 2018 compared with $184 million in 2017. The more significant 2017
catastrophe losses largely related to hurricanes Harvey, Irma, and Maria, along with two earthquakes in Mexico. Favorable
prior year reserve development (net of premium offsets) was $39 million in 2018 compared with $37 million in 2017. The loss
ratio excluding catastrophe losses and prior year reserve development increased 0.2 points to 61.3% in 2018 from 61.1% in
2017.
A summary of loss ratios in 2018 compared with 2017 by business segment follows:
•
Insurance - The loss ratio of 61.8% in 2018 was 0.2 points higher than the loss ratio of 61.6% in 2017. Catastrophe
losses were $76 million in 2018 compared with $107 million in 2017. Favorable prior year reserve development was
$43 million in 2018 compared with $68 million in 2017. The loss ratio excluding catastrophe losses and prior year
reserve development increased 0.3 points to 61.2% in 2018 from 60.9% in 2017.
•
Reinsurance - The loss ratio of 68.7% in 2018 was 11.5 points lower than the loss ratio of 80.2% in 2017.
Catastrophe losses were $29 million in 2018 compared with $77 million in 2017. Adverse prior year reserve
development was $4 million in 2018 compared with adverse prior year reserve development $31 million in 2017.
Adverse prior year development in 2017 was largely due to the impact of the change in Ogden discount rate in the
U.K. and adverse development related to the U.S. facultative excess of loss business. The loss ratio excluding
catastrophe losses and prior year reserve development decreased 0.2 points to 62.1% in 2018 from 62.3% in 2017.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses:
(In thousands)
Policy acquisition and insurance operating expenses
Insurance service expenses
Net foreign currency (gains) losses
Other costs and expenses
Total
2018
2017
$
2,098,881
$
2,101,024
118,357
(27,067)
193,050
129,776
15,267
190,865
$
2,383,221
$
2,436,932
Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium
taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses remained flat
and net premiums earned increased 1% from 2017. The expense ratio (policy acquisition and insurance operating expenses
expressed as a percentage of premiums earned) was 32.9% in 2018 and 33.3% in 2017.
Service expenses, which represent the costs associated with the fee-based businesses, decreased 9% to $118 million in
2018 from $130 million in 2017. The decrease is primarily due to the sale of a third party administration business in third
quarter of 2018.
Net foreign currency (gains) losses result from transactions denominated in a currency other than an operating unit’s
functional currency. Net foreign currency gains were $27 million in 2018 compared to losses of $15 million in 2017, resulting
from the strengthening U.S. dollar and the change of functional currency for the Company's Argentine operations to the U.S.
dollar as of July 1, 2018. The Argentine economy was determined to be highly inflationary under GAAP requiring the change
in functional currency beginning with the third quarter of 2018.
Other costs and expenses represent general and administrative expenses of the parent company and other expenses not
allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs
and expenses increased to $193 million in 2018 from $191 million in 2017.
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Expenses from Non-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with
businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related
businesses that include (i) cost of goods sold related to aircraft and products sold and services provided, and (ii) general and
administrative expenses. Expenses from non-insurance businesses were $364 million in 2018 compared to $325 million in
2017. The increase mainly relates to a new business purchased in the second half of 2018 as well as the textile business
purchased in March 2017.
Interest Expense. Interest expense was $157 million in 2018 compared with $147 million in 2017. In March 2018, the
Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058, and in April 2018, the
Company issued another $10 million principal amount of such debentures. Additionally in 2018, the Company issued
subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate property in
Florida.
Income Taxes. The effective income tax rate was 20% in 2018 compared to 28% in 2017. The decrease in the effective
tax rate in 2018 from 2017 was primarily due to the Tax Cuts and Jobs Act of 2017, which reduced the federal corporate tax
rate from 35% to 21%.
The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $70 million
of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the
future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial.
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Results of Operations for the Years Ended December 31, 2017 and 2016
Business Segment Results
Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses
incurred expressed as a percentage of net premiums earned), expense ratios (underwriting expenses expressed as a percentage
of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for
the years ended December 31, 2017 and 2016. The GAAP combined ratio represents a measure of underwriting profitability,
excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100
indicates an underwriting profit.
(In thousands)
Insurance
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
Reinsurance
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
Consolidated
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
$
$
$
2017
2016
$
$
$
6,869,831
5,715,871
5,706,443
61.6%
32.9
94.5
607,132
544,637
604,976
80.2%
37.4
117.6
7,476,963
6,260,508
6,311,419
63.4%
33.3
96.7
6,795,506
5,743,620
5,618,842
61.0%
32.5
93.5
748,195
680,293
674,506
61.6%
39.0
100.6
7,543,701
6,423,913
6,293,348
61.1%
33.2
94.3
Net Income to Common Stockholders. The following table presents the Company’s net income to common stockholders
and net income per diluted share for the years ended December 31, 2017 and 2016.
(In thousands, except per share data)
Net income to common stockholders
Weighted average diluted shares
Net income per diluted share
2017
2016
549,094
129,018
4.26
$
$
601,916
128,553
4.68
$
$
The Company reported net income of $549 million in 2017 compared to $602 million in 2016. The 9% decrease in net
income was primarily due to a decrease in after-tax underwriting income of $98 million (mainly driven by increased
catastrophe losses from hurricanes Harvey, Irma, and Maria, two earthquakes in Mexico, and wildfires in California), an after-
tax increase of $18 million in net foreign currency losses, an after-tax decrease in income from non-insurance businesses of $9
million, an increase in after-tax interest expense of $4 million, and an increase in after-tax other expenses of $7 million,
partially offset by an increase in after-tax net investment gains of $45 million, a net benefit from tax reform of $21 million, an
increase in after-tax net investment income of $8 million, an after-tax increase of $3 million in service fee income and an
increase in income from other various sources of $6 million. The number of weighted average diluted shares remained
relatively unchanged for 2017 and 2016.
Premiums. Gross premiums written were $7,477 million in 2017, a decrease of 1% from $7,544 million in 2016. The
decrease was due to a decrease in the Reinsurance segment of $141 million, partially offset by an increase in the Insurance
segment of $74 million. Approximately 79% of policies expiring in 2017 were renewed and 77% of policies expiring in 2016
were renewed.
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Average renewal premium rates (adjusted for change in exposures) increased 0.9% in 2017, 0.3% in 2016 and 1.2% in
2015. However, overall loss costs are also increasing, and current market price levels for certain lines of business remain below
the prices required for the Company to achieve its long-term return objectives.
A summary of gross premiums written in 2017 compared with 2016 by line of business within each business segment
follows:
•
Insurance gross premiums increased 1% to $6,870 million in 2017 from $6,796 million in 2016. Gross premiums
increased $40 million (6%) for commercial auto, $37 million (5%) for professional liability, $6 million (less than
1%) for other liability, and $4 million (less than 1%) for short-tail lines, partially offset by a decrease of $13 million
(1%) for workers' compensation.
•
Reinsurance gross premiums decreased 19% to $607 million in 2017 from $748 million in 2016. Gross premiums
written decreased $108 million (35%) for property lines and decreased $33 million (7%) for casualty lines.
Net premiums written were $6,261 million in 2017, a decrease of 3% from $6,424 million in 2016. Ceded reinsurance
premiums as a percentage of gross written premiums were 16% in 2017 and 15% in 2016.
Premiums earned increased less than 1% to $6,311 million in 2017 from $6,293 million in 2016. Insurance premiums
(including the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases
will be earned over the upcoming quarters. Premiums earned in 2017 are related to business written during both 2017 and 2016.
Audit premiums were $172 million in 2017 compared with $156 million in 2016.
Net Investment Income. Following is a summary of net investment income for the years ended December 31, 2017 and
2016:
(In thousands)
Fixed maturity securities, including cash and cash
equivalents and loans receivable
Investment funds
Real estate
Arbitrage trading account
Equity securities available for sale
Gross investment income
Investment expenses
Total
Amount
Average Annualized
Yield
2017
2016
2017
2016
$
473,101
$
444,247
3.3%
3.2%
68,169
19,975
19,145
2,350
99,301
7,054
18,693
4,028
582,740
(6,952)
573,323
(9,160)
5.7
1.5
3.6
1.1
3.3
—
8.1
0.7
4.8
2.1
3.4
—
$
575,788
$
564,163
3.3%
3.4%
Net investment income increased 2% to $576 million in 2017 from $564 million in 2016 primarily due to an increase in
income from fixed maturity securities of $29 million, as well as real estate of $13 million and a decrease in investment
expenses of $2 million, partially offset by a decrease in investment funds of $31 million. Investment funds are reported on a
one quarter lag. The average annualized yield for fixed maturity securities was 3.3% in 2017 and 3.2% in 2016; accordingly the
increase in fixed maturity securities income was mainly the result of a larger investment portfolio. The effective duration of the
fixed maturity portfolio was 3.0 years at December 31, 2017, down from 3.1 years at December 31, 2016. Average invested
assets, at cost (including cash and cash equivalents), were $17.5 billion in 2017 and $16.7 billion in 2016.
Insurance Service Fees. The Company earns fees from an insurance distribution business, a third-party administrator,
and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees were $135
million in 2017 and $139 million in 2016.
Net Realized Gains on Investment Sales. The Company buys and sells securities and other investment assets on a regular
basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets are based on
management’s view of the underlying fundamentals of specific investments as well as management’s expectations regarding
interest rates, credit spreads, currency values and general economic conditions. Net realized gains on investment sales were
$336 million in 2017 compared with $285 million in 2016. In 2017, realized gains were primarily related to the sale of an
investment in an office building located in Washington, D.C. and the sale of some shares of a publicly traded common stock. In
2016, realized gains were primarily related to the sale of Aero Precision Industries and the sale of some shares of a publicly
traded common stock.
45
Results of Operations for the Years Ended December 31, 2017 and 2016
Business Segment Results
Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses
incurred expressed as a percentage of net premiums earned), expense ratios (underwriting expenses expressed as a percentage
of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for
the years ended December 31, 2017 and 2016. The GAAP combined ratio represents a measure of underwriting profitability,
excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100
indicates an underwriting profit.
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Insurance
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
Reinsurance
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
Consolidated
Gross premiums written
Net premiums written
Net premiums earned
Loss ratio
Expense ratio
GAAP combined ratio
(In thousands, except per share data)
Net income to common stockholders
Weighted average diluted shares
Net income per diluted share
2017
2016
6,869,831
5,715,871
5,706,443
6,795,506
5,743,620
5,618,842
61.6%
32.9
94.5
607,132
544,637
604,976
80.2%
37.4
117.6
$
$
$
61.0%
32.5
93.5
748,195
680,293
674,506
61.6%
39.0
100.6
7,476,963
6,260,508
6,311,419
7,543,701
6,423,913
6,293,348
63.4%
33.3
96.7
61.1%
33.2
94.3
2017
2016
549,094
129,018
4.26
$
$
601,916
128,553
4.68
$
$
$
$
$
Net Income to Common Stockholders. The following table presents the Company’s net income to common stockholders
and net income per diluted share for the years ended December 31, 2017 and 2016.
The Company reported net income of $549 million in 2017 compared to $602 million in 2016. The 9% decrease in net
income was primarily due to a decrease in after-tax underwriting income of $98 million (mainly driven by increased
catastrophe losses from hurricanes Harvey, Irma, and Maria, two earthquakes in Mexico, and wildfires in California), an after-
tax increase of $18 million in net foreign currency losses, an after-tax decrease in income from non-insurance businesses of $9
million, an increase in after-tax interest expense of $4 million, and an increase in after-tax other expenses of $7 million,
partially offset by an increase in after-tax net investment gains of $45 million, a net benefit from tax reform of $21 million, an
increase in after-tax net investment income of $8 million, an after-tax increase of $3 million in service fee income and an
increase in income from other various sources of $6 million. The number of weighted average diluted shares remained
relatively unchanged for 2017 and 2016.
Premiums. Gross premiums written were $7,477 million in 2017, a decrease of 1% from $7,544 million in 2016. The
decrease was due to a decrease in the Reinsurance segment of $141 million, partially offset by an increase in the Insurance
segment of $74 million. Approximately 79% of policies expiring in 2017 were renewed and 77% of policies expiring in 2016
were renewed.
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Average renewal premium rates (adjusted for change in exposures) increased 0.9% in 2017, 0.3% in 2016 and 1.2% in
2015. However, overall loss costs are also increasing, and current market price levels for certain lines of business remain below
the prices required for the Company to achieve its long-term return objectives.
A summary of gross premiums written in 2017 compared with 2016 by line of business within each business segment
follows:
•
Insurance gross premiums increased 1% to $6,870 million in 2017 from $6,796 million in 2016. Gross premiums
increased $40 million (6%) for commercial auto, $37 million (5%) for professional liability, $6 million (less than
1%) for other liability, and $4 million (less than 1%) for short-tail lines, partially offset by a decrease of $13 million
(1%) for workers' compensation.
•
Reinsurance gross premiums decreased 19% to $607 million in 2017 from $748 million in 2016. Gross premiums
written decreased $108 million (35%) for property lines and decreased $33 million (7%) for casualty lines.
Net premiums written were $6,261 million in 2017, a decrease of 3% from $6,424 million in 2016. Ceded reinsurance
premiums as a percentage of gross written premiums were 16% in 2017 and 15% in 2016.
Premiums earned increased less than 1% to $6,311 million in 2017 from $6,293 million in 2016. Insurance premiums
(including the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases
will be earned over the upcoming quarters. Premiums earned in 2017 are related to business written during both 2017 and 2016.
Audit premiums were $172 million in 2017 compared with $156 million in 2016.
Net Investment Income. Following is a summary of net investment income for the years ended December 31, 2017 and
2016:
(In thousands)
Fixed maturity securities, including cash and cash
equivalents and loans receivable
Investment funds
Real estate
Arbitrage trading account
Equity securities available for sale
Gross investment income
Investment expenses
Total
Amount
2017
2016
Average Annualized
Yield
2017
2016
$
473,101
$
444,247
68,169
19,975
19,145
2,350
582,740
(6,952)
575,788
$
99,301
7,054
18,693
4,028
573,323
(9,160)
564,163
$
3.3%
5.7
1.5
3.6
1.1
3.3
—
3.3%
3.2%
8.1
0.7
4.8
2.1
3.4
—
3.4%
Net investment income increased 2% to $576 million in 2017 from $564 million in 2016 primarily due to an increase in
income from fixed maturity securities of $29 million, as well as real estate of $13 million and a decrease in investment
expenses of $2 million, partially offset by a decrease in investment funds of $31 million. Investment funds are reported on a
one quarter lag. The average annualized yield for fixed maturity securities was 3.3% in 2017 and 3.2% in 2016; accordingly the
increase in fixed maturity securities income was mainly the result of a larger investment portfolio. The effective duration of the
fixed maturity portfolio was 3.0 years at December 31, 2017, down from 3.1 years at December 31, 2016. Average invested
assets, at cost (including cash and cash equivalents), were $17.5 billion in 2017 and $16.7 billion in 2016.
Insurance Service Fees. The Company earns fees from an insurance distribution business, a third-party administrator,
and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees were $135
million in 2017 and $139 million in 2016.
Net Realized Gains on Investment Sales. The Company buys and sells securities and other investment assets on a regular
basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets are based on
management’s view of the underlying fundamentals of specific investments as well as management’s expectations regarding
interest rates, credit spreads, currency values and general economic conditions. Net realized gains on investment sales were
$336 million in 2017 compared with $285 million in 2016. In 2017, realized gains were primarily related to the sale of an
investment in an office building located in Washington, D.C. and the sale of some shares of a publicly traded common stock. In
2016, realized gains were primarily related to the sale of Aero Precision Industries and the sale of some shares of a publicly
traded common stock.
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Expenses from Non-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with
businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related
businesses that include (i) cost of goods sold related to aircraft and products sold and services provided, and (ii) general and
administrative expenses. Expenses from non-insurance businesses were $325 million in 2017 compared to $375 million in
2016. The decline mainly relates to the sale of Aero Precision Industries in August 2016, partially offset by expenses from the
textile business purchased in March 2017.
Interest Expense. Interest expense was $147 million in 2017 compared with $141 million in 2016. During 2016, the
Company repaid $83 million of debt mainly in connection with the sale of Aero Precision Industries. In February 2016, the
company issued $110 million of 5.9% subordinated debentures maturing in 2056, and in May 2016, the Company issued $290
million of 5.75% subordinated debentures maturing in 2056. During 2017, one of the Company's non-insurance subsidiaries
issued $7 million of debt.
Income Taxes. The effective income tax rate was 28% in 2017 compared to 33% in 2016. The lower tax rate in 2017
was due, in part, to tax reform (the Tax Cuts and Jobs Act of 2017) as well as the new requirement under U.S. GAAP in 2017 to
recognize tax benefits for stock compensation in income tax expense. The effective income tax rate differs from the federal
income tax rate of 35% primarily because of tax-exempt investment income and previously mentioned additional 2017 tax
impacts.
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Other-Than-Temporary Impairments. The cost of securities is adjusted where appropriate to include a provision for a
decline in value that is considered to be other-than-temporary. There were no other-than-temporary impairments in 2017 as
compared to $18 million in 2016 primarily related to common stocks.
Revenues from Non-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses
engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that
provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and
components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues
from non-insurance businesses decreased to $326 million in 2017 from $390 million in 2016, primarily due to the sale of Aero
Precision Industries in August 2016, partially offset by revenues from the textile business purchased in March 2017.
Losses and Loss Expenses. Losses and loss expenses increased to $4,002 million in 2017 from $3,846 million in 2016.
The consolidated loss ratio was 63.4% in 2017 and 61.1% in 2016. Catastrophe losses, net of reinsurance recoveries and
reinstatement premiums, were $184 million in 2017 compared with $105 million in 2016, an increase of 1.2 loss ratio points.
Favorable prior year reserve development (net of premium offsets) was $37 million in 2017 compared with $59 million in
2016, a difference of 0.3 loss ratio points (see "- Critical Accounting Estimates - Reserves for Losses and Loss Expenses"). The
loss ratio excluding catastrophe losses and prior year reserve development increased 0.8 points to 61.1% in 2017 from 60.3% in
2016.
A summary of loss ratios in 2017 compared with 2016 by business segment follows:
•
Insurance - The loss ratio of 61.6% in 2017 was 0.6 points higher than the loss ratio of 61.0% in 2016. Catastrophe
losses were $107 million in 2017 compared with $89 million in 2016, an increase of 0.4 loss ratio points. Favorable
prior year reserve development was $68 million in 2017 compared with $53 million in 2016, a decrease of 0.3 loss
ratio points. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.5 points to
60.9% in 2017 from 60.4% in 2016.
•
Reinsurance - The loss ratio of 80.2% in 2017 was 18.6 points higher than the loss ratio of 61.6% in 2016.
Catastrophe losses were $77 million in 2017 compared with $16 million in 2016, an increase of 10.3 loss ratio
points. Adverse prior year reserve development was $31 million in 2017 compared with favorable prior year reserve
development of $6 million in 2016, a difference of 6.0 loss ratio points. Adverse prior year development in 2017
was largely due to the impact of the change in Ogden discount rate in the U.K. and adverse development related to
the U.S. facultative excess of loss business. The loss ratio excluding catastrophe losses and prior year reserve
development increased 2.3 points to 62.3% in 2017 from 60.0% in 2016.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses:
(In thousands)
Policy acquisition and insurance operating expenses
Insurance service expenses
Net foreign currency losses (gains)
Other costs and expenses
Total
2017
2,101,024
129,776
15,267
190,865
2,436,932
$
$
2016
2,089,203
138,908
(11,904)
179,412
2,395,619
$
$
Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium
taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses increased less
than 1% compared with the increase in net premiums earned of less than 1%. The expense ratio (policy acquisition and
insurance operating expenses expressed as a percentage of premiums earned) was 33.3% in 2017 and 33.2% in 2016.
Insurance service expenses, which represent the costs associated with the fee-based businesses, decreased 7% to $130
million from $139 million in 2016.
Net foreign currency (gains) losses result from transactions denominated in a currency other than an operating unit’s
functional currency. Net foreign currency losses were $15 million in 2017 compared to gains of $12 million in 2016.
Other costs and expenses represent general and administrative expenses of the parent company and other expenses not
allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs
and expenses increased to $191 million in 2017 from $179 million in 2016 primarily because of startup costs for new business
ventures.
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Expenses from Non-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with
businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related
businesses that include (i) cost of goods sold related to aircraft and products sold and services provided, and (ii) general and
administrative expenses. Expenses from non-insurance businesses were $325 million in 2017 compared to $375 million in
2016. The decline mainly relates to the sale of Aero Precision Industries in August 2016, partially offset by expenses from the
textile business purchased in March 2017.
Interest Expense. Interest expense was $147 million in 2017 compared with $141 million in 2016. During 2016, the
Company repaid $83 million of debt mainly in connection with the sale of Aero Precision Industries. In February 2016, the
company issued $110 million of 5.9% subordinated debentures maturing in 2056, and in May 2016, the Company issued $290
million of 5.75% subordinated debentures maturing in 2056. During 2017, one of the Company's non-insurance subsidiaries
issued $7 million of debt.
Income Taxes. The effective income tax rate was 28% in 2017 compared to 33% in 2016. The lower tax rate in 2017
was due, in part, to tax reform (the Tax Cuts and Jobs Act of 2017) as well as the new requirement under U.S. GAAP in 2017 to
recognize tax benefits for stock compensation in income tax expense. The effective income tax rate differs from the federal
income tax rate of 35% primarily because of tax-exempt investment income and previously mentioned additional 2017 tax
impacts.
Other-Than-Temporary Impairments. The cost of securities is adjusted where appropriate to include a provision for a
decline in value that is considered to be other-than-temporary. There were no other-than-temporary impairments in 2017 as
compared to $18 million in 2016 primarily related to common stocks.
Revenues from Non-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses
engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that
provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and
components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues
from non-insurance businesses decreased to $326 million in 2017 from $390 million in 2016, primarily due to the sale of Aero
Precision Industries in August 2016, partially offset by revenues from the textile business purchased in March 2017.
Losses and Loss Expenses. Losses and loss expenses increased to $4,002 million in 2017 from $3,846 million in 2016.
The consolidated loss ratio was 63.4% in 2017 and 61.1% in 2016. Catastrophe losses, net of reinsurance recoveries and
reinstatement premiums, were $184 million in 2017 compared with $105 million in 2016, an increase of 1.2 loss ratio points.
Favorable prior year reserve development (net of premium offsets) was $37 million in 2017 compared with $59 million in
2016, a difference of 0.3 loss ratio points (see "- Critical Accounting Estimates - Reserves for Losses and Loss Expenses"). The
loss ratio excluding catastrophe losses and prior year reserve development increased 0.8 points to 61.1% in 2017 from 60.3% in
2016.
A summary of loss ratios in 2017 compared with 2016 by business segment follows:
•
Insurance - The loss ratio of 61.6% in 2017 was 0.6 points higher than the loss ratio of 61.0% in 2016. Catastrophe
losses were $107 million in 2017 compared with $89 million in 2016, an increase of 0.4 loss ratio points. Favorable
prior year reserve development was $68 million in 2017 compared with $53 million in 2016, a decrease of 0.3 loss
ratio points. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.5 points to
60.9% in 2017 from 60.4% in 2016.
•
Reinsurance - The loss ratio of 80.2% in 2017 was 18.6 points higher than the loss ratio of 61.6% in 2016.
Catastrophe losses were $77 million in 2017 compared with $16 million in 2016, an increase of 10.3 loss ratio
points. Adverse prior year reserve development was $31 million in 2017 compared with favorable prior year reserve
development of $6 million in 2016, a difference of 6.0 loss ratio points. Adverse prior year development in 2017
was largely due to the impact of the change in Ogden discount rate in the U.K. and adverse development related to
the U.S. facultative excess of loss business. The loss ratio excluding catastrophe losses and prior year reserve
development increased 2.3 points to 62.3% in 2017 from 60.0% in 2016.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses:
(In thousands)
Policy acquisition and insurance operating expenses
Insurance service expenses
Net foreign currency losses (gains)
Other costs and expenses
Total
2017
2016
$
2,101,024
$
2,089,203
129,776
15,267
190,865
138,908
(11,904)
179,412
$
2,436,932
$
2,395,619
Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium
taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses increased less
than 1% compared with the increase in net premiums earned of less than 1%. The expense ratio (policy acquisition and
insurance operating expenses expressed as a percentage of premiums earned) was 33.3% in 2017 and 33.2% in 2016.
Insurance service expenses, which represent the costs associated with the fee-based businesses, decreased 7% to $130
million from $139 million in 2016.
Net foreign currency (gains) losses result from transactions denominated in a currency other than an operating unit’s
functional currency. Net foreign currency losses were $15 million in 2017 compared to gains of $12 million in 2016.
Other costs and expenses represent general and administrative expenses of the parent company and other expenses not
allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs
and expenses increased to $191 million in 2017 from $179 million in 2016 primarily because of startup costs for new business
ventures.
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Fixed Maturity Securities. The Company’s investment policy with respect to fixed maturity securities is generally to
purchase instruments with the expectation of holding them to their maturity. However, management of the available for sale
portfolio is considered necessary to maintain an approximate matching of assets and liabilities as well as to adjust the portfolio
as a result of changes in financial market conditions and tax considerations.
The Company’s philosophy related to holding or selling fixed maturity securities is based on its objective of maximizing
total return. The key factors that management considers in its investment decisions as to whether to hold or sell fixed maturity
securities are its view of the underlying fundamentals of specific securities as well as its expectations regarding interest rates,
credit spreads and currency values. In a period in which management expects interest rates to rise, the Company may sell
longer duration securities in order to mitigate the impact of an interest rate rise on the fair value of the portfolio. Similarly, in a
period in which management expects credit spreads to widen, the Company may sell lower quality securities, and in a period in
which management expects certain foreign currencies to decline in value, the Company may sell securities denominated in
those foreign currencies. The sale of fixed maturity securities in order to achieve the objective of maximizing total return may
result in realized gains; however, there is no reason to expect these gains to continue in future periods.
Equity Securities. Equity securities primarily represent investments in common and preferred stocks in companies with
potential growth opportunities in different sectors, mainly in the financial institutions sector.
Investment Funds. At December 31, 2018, the carrying value of investment funds was $1,333 million, including
investments in real estate funds of $642 million, energy funds of $75 million, and other funds of $616 million. Investment
funds are primarily reported on a one-quarter lag.
Real Estate. Real estate is directly owned property held for investment. At December 31, 2018, real estate properties in
operation included a long-term ground lease in Washington D.C., a hotel in Memphis, Tennessee, two office complexes in New
York City, office buildings in West Palm Beach and Palm Beach, Florida, and an office building in London. In addition, there is
a mixed-use project in Washington D.C. under development. The Company expects to fund further development costs for the
project with a combination of its own funds and external financing.
Arbitrage Trading Account. The arbitrage trading account is comprised of direct investments in arbitrage securities.
Merger arbitrage is the business of investing in the securities of publicly held companies that are the targets in announced
tender offers and mergers.
Loans Receivable. Loans receivable, which are carried at amortized cost, had an amortized cost of $95 million and an
aggregate fair value of $97 million at December 31, 2018. The amortized cost of loans receivable is net of a valuation
allowance of $3 million as of December 31, 2018. Loans receivable include real estate loans of $62 million that are secured by
commercial real estate located primarily in New York. Real estate loans receivable generally earn interest at floating LIBOR-
based interest rates and have maturities (inclusive of extension options) through August 2025. Loans receivable include
commercial loans of $33 million that are secured by business assets and have fixed interest rates and varying maturities not
exceeding 10 years.
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Investments
As part of its investment strategy, the Company establishes a level of cash and highly liquid short-term and intermediate-
term securities that, combined with expected cash flow, it believes is adequate to meet its payment obligations. Due to the low
fixed maturity investment returns, the Company invests in equity securities, merger arbitrage securities, investment funds,
private equity, loans and real estate related assets. The Company's investments in investment funds and its other alternative
investments have experienced, and the Company expects to continue to experience, greater fluctuations in investment income.
The Company also attempts to maintain an appropriate relationship between the effective duration of the investment
portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective duration of the
investment portfolio was 2.8 years and 3.0 years at December 31, 2018 and 2017, respectively. The Company’s investment
portfolio and investment-related assets as of December 31, 2018 were as follows:
($ in thousands)
Fixed maturity securities:
U.S. government and government agencies
State and municipal:
Special revenue
Pre-refunded (1)
Local general obligation
State general obligation
Corporate backed
Total state and municipal
Mortgage-backed securities:
Agency
Commercial
Residential-Prime
Residential-Alt A
Total mortgage-backed securities
Asset-backed securities
Corporate:
Industrial
Financial
Utilities
Other
Total corporate
Foreign government
Total fixed maturity securities
Equity securities available for sale:
Preferred stocks
Common stocks
Total equity securities available for sale
Real estate
Investment funds
Cash and cash equivalents
Arbitrage trading account
Loans receivable
Carrying
Value
Percent
of Total
$
702,240
3.8%
2,425,868
430,169
425,337
384,706
274,409
3,940,489
920,496
342,666
303,229
38,899
1,605,290
2,438,747
2,257,821
1,463,922
329,175
60,393
4,111,311
808,735
13,606,812
180,814
98,192
279,006
1,957,092
1,332,818
817,602
452,548
94,813
18,540,691
13.1
2.3
2.3
2.1
1.5
21.3
5.0
1.8
1.6
0.2
8.6
13.2
12.2
7.9
1.8
0.3
22.2
4.4
73.5
1.0
0.5
1.5
10.5
7.2
4.4
2.4
0.5
100.0%
Total investments
$
______________
(1) Pre-refunded securities are securities for which an escrow account has been established to fund the remaining payments of
principal and interest through maturity. Such escrow accounts are funded almost exclusively with U.S. Treasury and U.S.
government agency securities.
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Investments
As part of its investment strategy, the Company establishes a level of cash and highly liquid short-term and intermediate-
term securities that, combined with expected cash flow, it believes is adequate to meet its payment obligations. Due to the low
fixed maturity investment returns, the Company invests in equity securities, merger arbitrage securities, investment funds,
private equity, loans and real estate related assets. The Company's investments in investment funds and its other alternative
investments have experienced, and the Company expects to continue to experience, greater fluctuations in investment income.
The Company also attempts to maintain an appropriate relationship between the effective duration of the investment
portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective duration of the
investment portfolio was 2.8 years and 3.0 years at December 31, 2018 and 2017, respectively. The Company’s investment
portfolio and investment-related assets as of December 31, 2018 were as follows:
Carrying
Value
Percent
of Total
U.S. government and government agencies
$
702,240
3.8%
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Fixed Maturity Securities. The Company’s investment policy with respect to fixed maturity securities is generally to
purchase instruments with the expectation of holding them to their maturity. However, management of the available for sale
portfolio is considered necessary to maintain an approximate matching of assets and liabilities as well as to adjust the portfolio
as a result of changes in financial market conditions and tax considerations.
The Company’s philosophy related to holding or selling fixed maturity securities is based on its objective of maximizing
total return. The key factors that management considers in its investment decisions as to whether to hold or sell fixed maturity
securities are its view of the underlying fundamentals of specific securities as well as its expectations regarding interest rates,
credit spreads and currency values. In a period in which management expects interest rates to rise, the Company may sell
longer duration securities in order to mitigate the impact of an interest rate rise on the fair value of the portfolio. Similarly, in a
period in which management expects credit spreads to widen, the Company may sell lower quality securities, and in a period in
which management expects certain foreign currencies to decline in value, the Company may sell securities denominated in
those foreign currencies. The sale of fixed maturity securities in order to achieve the objective of maximizing total return may
result in realized gains; however, there is no reason to expect these gains to continue in future periods.
Equity Securities. Equity securities primarily represent investments in common and preferred stocks in companies with
potential growth opportunities in different sectors, mainly in the financial institutions sector.
Investment Funds. At December 31, 2018, the carrying value of investment funds was $1,333 million, including
investments in real estate funds of $642 million, energy funds of $75 million, and other funds of $616 million. Investment
funds are primarily reported on a one-quarter lag.
Real Estate. Real estate is directly owned property held for investment. At December 31, 2018, real estate properties in
operation included a long-term ground lease in Washington D.C., a hotel in Memphis, Tennessee, two office complexes in New
York City, office buildings in West Palm Beach and Palm Beach, Florida, and an office building in London. In addition, there is
a mixed-use project in Washington D.C. under development. The Company expects to fund further development costs for the
project with a combination of its own funds and external financing.
Arbitrage Trading Account. The arbitrage trading account is comprised of direct investments in arbitrage securities.
Merger arbitrage is the business of investing in the securities of publicly held companies that are the targets in announced
tender offers and mergers.
Loans Receivable. Loans receivable, which are carried at amortized cost, had an amortized cost of $95 million and an
aggregate fair value of $97 million at December 31, 2018. The amortized cost of loans receivable is net of a valuation
allowance of $3 million as of December 31, 2018. Loans receivable include real estate loans of $62 million that are secured by
commercial real estate located primarily in New York. Real estate loans receivable generally earn interest at floating LIBOR-
based interest rates and have maturities (inclusive of extension options) through August 2025. Loans receivable include
commercial loans of $33 million that are secured by business assets and have fixed interest rates and varying maturities not
exceeding 10 years.
(1) Pre-refunded securities are securities for which an escrow account has been established to fund the remaining payments of
principal and interest through maturity. Such escrow accounts are funded almost exclusively with U.S. Treasury and U.S.
$
18,540,691
100.0%
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($ in thousands)
Fixed maturity securities:
State and municipal:
Special revenue
Pre-refunded (1)
Local general obligation
State general obligation
Corporate backed
Total state and municipal
Mortgage-backed securities:
Agency
Commercial
Residential-Prime
Residential-Alt A
Total mortgage-backed securities
Asset-backed securities
Corporate:
Industrial
Financial
Utilities
Other
Total corporate
Foreign government
Total fixed maturity securities
Equity securities available for sale:
Preferred stocks
Common stocks
Total equity securities available for sale
Real estate
Investment funds
Cash and cash equivalents
Arbitrage trading account
Loans receivable
Total investments
______________
government agency securities.
2,425,868
430,169
425,337
384,706
274,409
3,940,489
920,496
342,666
303,229
38,899
1,605,290
2,438,747
2,257,821
1,463,922
329,175
60,393
4,111,311
808,735
13,606,812
180,814
98,192
279,006
1,957,092
1,332,818
817,602
452,548
94,813
13.1
2.3
2.3
2.1
1.5
21.3
5.0
1.8
1.6
0.2
8.6
13.2
12.2
7.9
1.8
0.3
22.2
4.4
73.5
10.5
1.0
0.5
1.5
7.2
4.4
2.4
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Liquidity and Capital Resources
Reinsurance
Cash Flow. Cash flow provided from operating activities decreased to $620 million in 2018 from $711 million in 2017,
primarily due to the timing of loss and loss expense payments, certain long-term incentive plan payments and payments to tax
authorities.
The Company's insurance subsidiaries' principal sources of cash are premiums, investment income, service fees and proceeds
from sales and maturities of portfolio investments. The principal uses of cash are payments for claims, taxes, operating expenses and
dividends. The Company expects its insurance subsidiaries to fund the payment of losses with cash received from premiums,
investment income and fees. The Company generally targets an average duration for its investment portfolio that is within one year
of the average duration of its liabilities so that portions of its investment portfolio mature throughout the claim cycle and are
available for the payment of claims if necessary. In the event operating cash flow and proceeds from maturities and prepayments of
fixed income securities are not sufficient to fund claim payments and other cash requirements, the remainder of the Company's cash
and investments is available to pay claims and other obligations as they become due. The Company's investment portfolio is highly
liquid, with approximately 78% invested in cash, cash equivalents and marketable fixed maturity securities as of December 31,
2018. If the sale of fixed maturity securities were to become necessary, a realized gain or loss equal to the difference between the
cost and sales price of securities sold would be recognized.
The Company follows customary industry practice of reinsuring a portion of its exposures in exchange for paying reinsurers a
part of the premiums received on the policies it writes. Reinsurance is purchased by the Company principally to reduce its net
liability on individual risks and to protect it against catastrophic losses. Although reinsurance does not legally discharge an insurer
from its primary liability for the full amount of the policies, it does make the assuming reinsurer liable to the insurer to the extent of
the reinsurance coverage. The Company monitors the financial condition of its reinsurers and attempts to place its coverages only
with financially sound carriers. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and
nature of loss. The Company’s reinsurance purchases include the following:
•
Property reinsurance treaties - The Company purchases property reinsurance to reduce its exposure to large individual
property losses and catastrophe events. Following is a summary of significant property reinsurance treaties in effect as of
January 1, 2019: The Company’s property per risk reinsurance generally covers losses between $2.5 million and $60
million. The Company’s catastrophe excess of loss reinsurance program provides protection for net losses between $15
million and $395 million for the majority of business written by its U.S. Insurance segment operating units and Lloyd's
Syndicate, excluding offshore energy. The Company’s catastrophe reinsurance agreements are subject to certain limits,
exclusions and reinstatement premiums.
Debt. At December 31, 2018, the Company had senior notes, subordinated debentures and other debt outstanding with a
•
Casualty reinsurance treaties - The Company purchases casualty reinsurance to reduce its exposure to large individual
carrying value of $2,790 million and a face amount of $2,826 million. The maturities of the outstanding debt are $447 million in
2019, $315 million in 2020, $427 million in 2022, $102 million in 2028, $250 million in 2037, $350 million in 2044, $350 million
in 2053, $400 million in 2056 and $185 million in 2058.
In March 2018, the Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058,
and in April 2018, the Company issued another $10 million principal amount of such debentures. Additionally in 2018, the
Company issued subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate
property in Florida.
Equity. The Company repurchased 357,600, 731,003 and 2,395,892 shares of its common stock in 2018, 2017 and 2016,
respectively. The aggregate cost of the repurchases was $25 million in 2018, $48 million in 2017 and $132 million in 2016. In 2018,
the Board declared regular quarterly cash dividends of $0.14 per share in first quarter, and $0.15 per share in each of the remaining
three quarters, plus three additional special dividends of $0.50 per share each. At December 31, 2018, total common stockholders’
equity was $5.4 billion, common shares outstanding were 121,995,760 and stockholders’ equity per outstanding share was $44.57.
casualty losses, workers’ compensation catastrophe losses and casualty losses involving multiple claimants or insureds
for the majority of business written by its U.S. companies. A significant casualty treaty (casualty catastrophe) in effect as
of January 1, 2019 provides protection for losses between $5 million and $75 million from single events with claims
involving two or more insurable interests or for systemic events involving multiple insureds and/or policy years. The
treaty also covers casualty contingency losses in excess of $1.5 million and up to $101.5 million. For losses involving
two or more claimants for primary workers’ compensation business, coverage is generally in place for losses between $5
million and $270 million. For excess workers’ compensation business, such coverage is generally in place for losses
Facultative reinsurance - The Company also purchases facultative reinsurance on certain individual policies or risks that
between $25 million and $545 million.
are in excess of treaty reinsurance capacity.
supplement the above programs.
•
•
Other reinsurance - Depending on the operating unit, the Company purchases specific additional reinsurance to
Total Capital. Total capitalization (equity, debt and subordinated debentures) was $8.2 billion at December 31, 2018. The
The Company places a number of its casualty treaties on a “risk attaching” basis. Under risk attaching treaties, all claims
percentage of the Company’s capital attributable to senior notes, subordinated debentures and other debt was 34% at December 31,
2018 and 32% at December 31, 2017.
Federal and Foreign Income Taxes
The Company files a consolidated income tax return in the U.S. and foreign tax returns in each of the countries in which it
has overseas operations. At December 31, 2018, the Company had a gross deferred tax asset (net of valuation allowance) of $370
million (which primarily relates to loss and loss expense reserves and unearned premium reserves) and a gross deferred tax liability
of $334 million (which primarily relates to deferred policy acquisition costs and investment funds). The realization of the deferred
tax asset is dependent upon the Company's ability to generate sufficient taxable income in future periods. Based on historical results
and the prospects for future operations, management anticipates that it is more likely than not that future taxable income will be
sufficient for the realization of this asset.
from policies incepting during the period of the reinsurance contract are covered even if they occur after the expiration date of the
reinsurance contract. If the Company is unable to renew or replace its existing reinsurance coverage, protection for unexpired
policies would remain in place until their expiration. In such case, the Company could revise its underwriting strategy for new
business to reflect the absence of reinsurance protection. The casualty catastrophe treaty highlighted above was purchased on a
claims made basis. Property catastrophe and workers’ compensation catastrophe reinsurance is generally placed on a “losses
occurring basis,” whereby only claims occurring during the period are covered. If the Company is unable to renew or replace these
reinsurance coverages, unexpired policies would not be protected, though we frequently have the option to purchase run-off
coverage in our treaties.
Following is a summary of earned premiums and loss and loss expenses ceded to reinsurers for each of the three years ended
December 31, 2018:
(In thousands)
Earned premiums
Losses and loss expenses
Year Ended December 31,
2018
2017
2016
$ 1,236,049
$ 1,161,936
$ 1,099,462
829,742
601,769
707,336
Ceded earned premiums increased 6.4% in 2018 to $1,236 million. The ceded losses and loss expenses ratio increased 15
points to 67% in 2018 from 52% in 2017.
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Liquidity and Capital Resources
Cash Flow. Cash flow provided from operating activities decreased to $620 million in 2018 from $711 million in 2017,
primarily due to the timing of loss and loss expense payments, certain long-term incentive plan payments and payments to tax
authorities.
The Company's insurance subsidiaries' principal sources of cash are premiums, investment income, service fees and proceeds
from sales and maturities of portfolio investments. The principal uses of cash are payments for claims, taxes, operating expenses and
dividends. The Company expects its insurance subsidiaries to fund the payment of losses with cash received from premiums,
investment income and fees. The Company generally targets an average duration for its investment portfolio that is within one year
of the average duration of its liabilities so that portions of its investment portfolio mature throughout the claim cycle and are
available for the payment of claims if necessary. In the event operating cash flow and proceeds from maturities and prepayments of
fixed income securities are not sufficient to fund claim payments and other cash requirements, the remainder of the Company's cash
and investments is available to pay claims and other obligations as they become due. The Company's investment portfolio is highly
liquid, with approximately 78% invested in cash, cash equivalents and marketable fixed maturity securities as of December 31,
2018. If the sale of fixed maturity securities were to become necessary, a realized gain or loss equal to the difference between the
cost and sales price of securities sold would be recognized.
Debt. At December 31, 2018, the Company had senior notes, subordinated debentures and other debt outstanding with a
carrying value of $2,790 million and a face amount of $2,826 million. The maturities of the outstanding debt are $447 million in
2019, $315 million in 2020, $427 million in 2022, $102 million in 2028, $250 million in 2037, $350 million in 2044, $350 million
in 2053, $400 million in 2056 and $185 million in 2058.
In March 2018, the Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058,
and in April 2018, the Company issued another $10 million principal amount of such debentures. Additionally in 2018, the
Company issued subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate
property in Florida.
Equity. The Company repurchased 357,600, 731,003 and 2,395,892 shares of its common stock in 2018, 2017 and 2016,
respectively. The aggregate cost of the repurchases was $25 million in 2018, $48 million in 2017 and $132 million in 2016. In 2018,
the Board declared regular quarterly cash dividends of $0.14 per share in first quarter, and $0.15 per share in each of the remaining
three quarters, plus three additional special dividends of $0.50 per share each. At December 31, 2018, total common stockholders’
equity was $5.4 billion, common shares outstanding were 121,995,760 and stockholders’ equity per outstanding share was $44.57.
Reinsurance
The Company follows customary industry practice of reinsuring a portion of its exposures in exchange for paying reinsurers a
part of the premiums received on the policies it writes. Reinsurance is purchased by the Company principally to reduce its net
liability on individual risks and to protect it against catastrophic losses. Although reinsurance does not legally discharge an insurer
from its primary liability for the full amount of the policies, it does make the assuming reinsurer liable to the insurer to the extent of
the reinsurance coverage. The Company monitors the financial condition of its reinsurers and attempts to place its coverages only
with financially sound carriers. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and
nature of loss. The Company’s reinsurance purchases include the following:
•
•
•
•
Property reinsurance treaties - The Company purchases property reinsurance to reduce its exposure to large individual
property losses and catastrophe events. Following is a summary of significant property reinsurance treaties in effect as of
January 1, 2019: The Company’s property per risk reinsurance generally covers losses between $2.5 million and $60
million. The Company’s catastrophe excess of loss reinsurance program provides protection for net losses between $15
million and $395 million for the majority of business written by its U.S. Insurance segment operating units and Lloyd's
Syndicate, excluding offshore energy. The Company’s catastrophe reinsurance agreements are subject to certain limits,
exclusions and reinstatement premiums.
Casualty reinsurance treaties - The Company purchases casualty reinsurance to reduce its exposure to large individual
casualty losses, workers’ compensation catastrophe losses and casualty losses involving multiple claimants or insureds
for the majority of business written by its U.S. companies. A significant casualty treaty (casualty catastrophe) in effect as
of January 1, 2019 provides protection for losses between $5 million and $75 million from single events with claims
involving two or more insurable interests or for systemic events involving multiple insureds and/or policy years. The
treaty also covers casualty contingency losses in excess of $1.5 million and up to $101.5 million. For losses involving
two or more claimants for primary workers’ compensation business, coverage is generally in place for losses between $5
million and $270 million. For excess workers’ compensation business, such coverage is generally in place for losses
between $25 million and $545 million.
Facultative reinsurance - The Company also purchases facultative reinsurance on certain individual policies or risks that
are in excess of treaty reinsurance capacity.
Other reinsurance - Depending on the operating unit, the Company purchases specific additional reinsurance to
supplement the above programs.
Total Capital. Total capitalization (equity, debt and subordinated debentures) was $8.2 billion at December 31, 2018. The
The Company places a number of its casualty treaties on a “risk attaching” basis. Under risk attaching treaties, all claims
percentage of the Company’s capital attributable to senior notes, subordinated debentures and other debt was 34% at December 31,
2018 and 32% at December 31, 2017.
Federal and Foreign Income Taxes
The Company files a consolidated income tax return in the U.S. and foreign tax returns in each of the countries in which it
has overseas operations. At December 31, 2018, the Company had a gross deferred tax asset (net of valuation allowance) of $370
million (which primarily relates to loss and loss expense reserves and unearned premium reserves) and a gross deferred tax liability
of $334 million (which primarily relates to deferred policy acquisition costs and investment funds). The realization of the deferred
tax asset is dependent upon the Company's ability to generate sufficient taxable income in future periods. Based on historical results
from policies incepting during the period of the reinsurance contract are covered even if they occur after the expiration date of the
reinsurance contract. If the Company is unable to renew or replace its existing reinsurance coverage, protection for unexpired
policies would remain in place until their expiration. In such case, the Company could revise its underwriting strategy for new
business to reflect the absence of reinsurance protection. The casualty catastrophe treaty highlighted above was purchased on a
claims made basis. Property catastrophe and workers’ compensation catastrophe reinsurance is generally placed on a “losses
occurring basis,” whereby only claims occurring during the period are covered. If the Company is unable to renew or replace these
reinsurance coverages, unexpired policies would not be protected, though we frequently have the option to purchase run-off
coverage in our treaties.
Following is a summary of earned premiums and loss and loss expenses ceded to reinsurers for each of the three years ended
and the prospects for future operations, management anticipates that it is more likely than not that future taxable income will be
December 31, 2018:
sufficient for the realization of this asset.
(In thousands)
Earned premiums
Losses and loss expenses
Year Ended December 31,
2017
$ 1,161,936
2016
$ 1,099,462
2018
$ 1,236,049
829,742
601,769
707,336
Ceded earned premiums increased 6.4% in 2018 to $1,236 million. The ceded losses and loss expenses ratio increased 15
points to 67% in 2018 from 52% in 2017.
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The following table presents the credit quality of amounts due from reinsurers as of December 31, 2018. Amounts due from
Contractual Obligations
reinsurers are net of reserves for uncollectible reinsurance of $1 million in the aggregate.
(In thousands)
Reinsurer
Amounts due in excess of $20 million:
Rating
(1)
Amount
Lloyd’s of London
Munich Re
Alleghany Group
Swiss Re
Partner Re
Berkshire Hathaway
Axis Capital
Hannover Re Group
Everest Re
Korean Re
Renaissance Re
Liberty Mutual
Qatar Re
Chubb Limited
Arch Capital Group
Other reinsurers:
Rated A- or better
Secured (2)
All Others
Subtotal
Residual markets pools (3)
Total
_________________
A+
AA-
A+
AA-
A+
AA+
A+
AA-
A+
A
A+
A
A
AA
A+
$
$
215,370
164,131
150,438
150,280
103,837
87,314
85,377
77,351
62,113
52,746
39,944
32,118
27,731
24,628
21,260
161,251
109,143
18,911
1,583,943
348,348
1,932,291
(1) S&P rating, or if not rated by S&P, A.M. Best rating.
(2) Secured by letters of credit or other forms of collateral.
(3) Many states require licensed insurers that provide workers' compensation insurance to participate in programs that provide
workers' compensation to employers that cannot procure coverage from an insurer on a voluntary basis. Insurers can fulfill this
residual market obligation by participating in pools where results are shared by the participating companies. The Company acts
as a servicing carrier for workers' compensation pools in certain states. As a servicing carrier, the Company writes residual
market business directly and then cedes 100% of this business to the respective pool. As a servicing carrier, the Company
receives fee income for its services. The Company does not retain underwriting risk, and credit risk is limited as ceded balances
are jointly shared by all the pool members.
Following is a summary of the Company's contractual obligations as of December 31, 2018:
(In thousands)
Estimated Payments By Periods
Gross reserves for losses
Operating lease obligations
Purchase obligations
Subordinated debentures
Debt maturities
Interest payments
Other long-term liabilities
Total
2019
2020
2021
2022
2023
Thereafter
$
3,137,565
$ 2,154,391
$ 1,609,899
$ 1,161,065
$
848,536
$ 3,637,803
46,592
87,976
—
447,433
155,391
3,617
43,504
46,676
—
315,461
124,616
3,317
39,061
39,191
—
—
108,491
2,972
34,444
39,200
—
426,503
105,163
2,627
30,881
37,869
—
—
85,647
2,362
75,740
—
935,000
701,750
2,253,250
26,608
$
3,878,574
$ 2,687,965
$ 1,799,614
$ 1,769,002
$ 1,005,295
$ 7,630,151
The estimated payments for reserves for losses and loss expenses in the above table represent the projected (undiscounted)
payments for gross loss and loss expense reserves related to losses incurred as of December 31, 2018. The estimated payments in
the above table do not consider payments for losses to be incurred in future periods. These amounts include reserves for reported
losses and reserves for incurred but not reported losses. Estimated amounts recoverable from reinsurers are not reflected. The
estimated payments by year are based on historical loss payment patterns.The actual payments may differ from the estimated
amounts due to changes in ultimate loss reserves and in the timing of the settlement of those reserves. In addition, at December 31,
2018, the Company had commitments to invest up to $270.2 million and $253.4 million in certain investment funds and real estate
construction projects, respectively. These amounts are not included in the above table.
The Company utilizes letters of credit to back certain reinsurance payments and obligations. Outstanding letters of credit
were $3 million as of December 31, 2018. The Company has made certain guarantees to state regulators that the statutory capital of
certain subsidiaries will be maintained above certain minimum levels.
Off-Balance Sheet Arrangements
An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated
entity under which a company has (1) made guarantees, (2) a retained or contingent interest in transferred assets, (3) an obligation
under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated
entity that provides financing, liquidity, market risk or credit risk support to the Company, or that engages in leasing, hedging or
research and development arrangements with the Company. The Company has no arrangements of these types that management
believes may have a material current or future effect on our financial condition, liquidity or results of operations.
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The following table presents the credit quality of amounts due from reinsurers as of December 31, 2018. Amounts due from
reinsurers are net of reserves for uncollectible reinsurance of $1 million in the aggregate.
(In thousands)
Reinsurer
Amounts due in excess of $20 million:
Rating
(1)
Amount
$
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K
Lloyd’s of London
Munich Re
Alleghany Group
Swiss Re
Partner Re
Berkshire Hathaway
Axis Capital
Hannover Re Group
Everest Re
Korean Re
Renaissance Re
Liberty Mutual
Qatar Re
Chubb Limited
Arch Capital Group
Other reinsurers:
Rated A- or better
Secured (2)
All Others
Subtotal
Total
Residual markets pools (3)
_________________
A+
AA-
A+
AA-
A+
AA+
A+
AA-
A+
A
A+
A
A
AA
A+
215,370
164,131
150,438
150,280
103,837
87,314
85,377
77,351
62,113
52,746
39,944
32,118
27,731
24,628
21,260
161,251
109,143
18,911
1,583,943
348,348
$
1,932,291
(1) S&P rating, or if not rated by S&P, A.M. Best rating.
(2) Secured by letters of credit or other forms of collateral.
(3) Many states require licensed insurers that provide workers' compensation insurance to participate in programs that provide
workers' compensation to employers that cannot procure coverage from an insurer on a voluntary basis. Insurers can fulfill this
residual market obligation by participating in pools where results are shared by the participating companies. The Company acts
as a servicing carrier for workers' compensation pools in certain states. As a servicing carrier, the Company writes residual
market business directly and then cedes 100% of this business to the respective pool. As a servicing carrier, the Company
receives fee income for its services. The Company does not retain underwriting risk, and credit risk is limited as ceded balances
are jointly shared by all the pool members.
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Contractual Obligations
Following is a summary of the Company's contractual obligations as of December 31, 2018:
(In thousands)
Estimated Payments By Periods
Gross reserves for losses
Operating lease obligations
Purchase obligations
Subordinated debentures
Debt maturities
Interest payments
Other long-term liabilities
Total
$
$
2019
3,137,565
46,592
87,976
—
447,433
155,391
3,617
3,878,574
2020
$ 2,154,391
43,504
46,676
—
315,461
124,616
3,317
$ 2,687,965
2021
$ 1,609,899
39,061
39,191
—
—
108,491
2,972
$ 1,799,614
2022
$ 1,161,065
34,444
39,200
—
426,503
105,163
2,627
$ 1,769,002
$
2023
848,536
30,881
37,869
—
—
85,647
2,362
$ 1,005,295
Thereafter
$ 3,637,803
75,740
—
935,000
701,750
2,253,250
26,608
$ 7,630,151
The estimated payments for reserves for losses and loss expenses in the above table represent the projected (undiscounted)
payments for gross loss and loss expense reserves related to losses incurred as of December 31, 2018. The estimated payments in
the above table do not consider payments for losses to be incurred in future periods. These amounts include reserves for reported
losses and reserves for incurred but not reported losses. Estimated amounts recoverable from reinsurers are not reflected. The
estimated payments by year are based on historical loss payment patterns.The actual payments may differ from the estimated
amounts due to changes in ultimate loss reserves and in the timing of the settlement of those reserves. In addition, at December 31,
2018, the Company had commitments to invest up to $270.2 million and $253.4 million in certain investment funds and real estate
construction projects, respectively. These amounts are not included in the above table.
The Company utilizes letters of credit to back certain reinsurance payments and obligations. Outstanding letters of credit
were $3 million as of December 31, 2018. The Company has made certain guarantees to state regulators that the statutory capital of
certain subsidiaries will be maintained above certain minimum levels.
Off-Balance Sheet Arrangements
An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated
entity under which a company has (1) made guarantees, (2) a retained or contingent interest in transferred assets, (3) an obligation
under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated
entity that provides financing, liquidity, market risk or credit risk support to the Company, or that engages in leasing, hedging or
research and development arrangements with the Company. The Company has no arrangements of these types that management
believes may have a material current or future effect on our financial condition, liquidity or results of operations.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
W. R. Berkley Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of W. R. Berkley Corporation and Subsidiaries (the
“Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income,
stockholders’ equity, and cash flows for each of the years in the three year period ended December 31, 2018, and the related
notes and financial statement schedules II to VI (collectively, the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three year period
ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 22, 2019 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Change in Accounting Principle
adoption of ASU 2016-01, Financial Instruments.
Basis for Opinion
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for equity
investments measured at fair value with changes in the fair value recognized through net income (other than those accounted
for under equity method of accounting or those that result in consolidation of the investee) effective January 1, 2018 due to the
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Market Risk. The fair value of the Company’s investments is subject to risks of fluctuations in credit quality and interest
rates. The Company uses various models and stress test scenarios to monitor and manage interest rate risk. The Company
attempts to manage its interest rate risk by maintaining an appropriate relationship between the effective duration of the
investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective
duration for the fixed maturity portfolio (including cash and cash equivalents) was 2.8 years and 3.0 years at December 31,
2018 and 2017, respectively.
In addition, the fair value of the Company’s international investments is subject to currency risk. The Company attempts
to manage its currency risk by matching its foreign currency assets and liabilities where considered appropriate.
The following table outlines the groups of fixed maturity securities and their effective duration at December 31, 2018:
($ in thousands)
State and municipal
Mortgage-backed securities
Corporate
U.S. government and government agencies
Foreign government
Loans receivable
Asset-backed securities
Cash and cash equivalents
Total
Effective
Duration
(Years)
3.7
3.7
3.4
2.7
2.1
1.0
1.0
—
2.8
Fair Value
3,952,038
1,606,549
4,111,311
702,240
808,735
97,073
2,438,747
817,602
14,534,295
$
$
Duration is a common measure of the price sensitivity of fixed maturity securities to changes in interest rates. The
Company determines the estimated change in fair value of the fixed maturity securities, assuming parallel shifts in
the yield curve for treasury securities while keeping spreads between individual securities and treasury securities static. The
estimated fair value at specified levels at December 31, 2018 would be as follows:
(In thousands)
Change in interest rates:
300 basis point rise
200 basis point rise
100 basis point rise
Base scenario
100 basis point decline
200 basis point decline
300 basis point decline
Estimated
Fair Value
$13,284,688
13,689,482
14,101,454
14,534,295
14,912,897
15,291,638
15,449,791
Change in
Fair Value
$ (1,249,608)
(844,814)
(432,842)
—
378,601
757,342
915,495
Arbitrage investing differs from other types of investments in that its focus is on transactions and events believed likely
to bring about a change in value over a relatively short time period (usually four months or less). The Company believes that
this makes arbitrage investments less vulnerable to changes in general stock market conditions. Potential changes in market
conditions are also mitigated by the implementation of hedging strategies, including short sales.
Additionally, the arbitrage positions are generally hedged against market declines by purchasing put options, selling call
options or entering into swap contracts. The Company's merger arbitrage securities are primarily exposed to the risk of
completion of announced deals, which are subject to regulatory as well as transactional and other risks.
We have served as the Company’s auditor since 1972.
New York, New York
February 22, 2019
/S/ KPMG LLP
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk. The fair value of the Company’s investments is subject to risks of fluctuations in credit quality and interest
rates. The Company uses various models and stress test scenarios to monitor and manage interest rate risk. The Company
attempts to manage its interest rate risk by maintaining an appropriate relationship between the effective duration of the
investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective
duration for the fixed maturity portfolio (including cash and cash equivalents) was 2.8 years and 3.0 years at December 31,
2018 and 2017, respectively.
In addition, the fair value of the Company’s international investments is subject to currency risk. The Company attempts
to manage its currency risk by matching its foreign currency assets and liabilities where considered appropriate.
The following table outlines the groups of fixed maturity securities and their effective duration at December 31, 2018:
U.S. government and government agencies
($ in thousands)
State and municipal
Mortgage-backed securities
Corporate
Foreign government
Loans receivable
Asset-backed securities
Cash and cash equivalents
Total
(In thousands)
Change in interest rates:
300 basis point rise
200 basis point rise
100 basis point rise
Base scenario
100 basis point decline
200 basis point decline
300 basis point decline
Effective
Duration
(Years)
3.7
3.7
3.4
2.7
2.1
1.0
1.0
—
2.8
Fair Value
$
3,952,038
1,606,549
4,111,311
702,240
808,735
97,073
2,438,747
817,602
$
14,534,295
Estimated
Fair Value
Change in
Fair Value
$13,284,688
$ (1,249,608)
13,689,482
14,101,454
14,534,295
14,912,897
15,291,638
15,449,791
(844,814)
(432,842)
—
378,601
757,342
915,495
Duration is a common measure of the price sensitivity of fixed maturity securities to changes in interest rates. The
Company determines the estimated change in fair value of the fixed maturity securities, assuming parallel shifts in
the yield curve for treasury securities while keeping spreads between individual securities and treasury securities static. The
estimated fair value at specified levels at December 31, 2018 would be as follows:
Arbitrage investing differs from other types of investments in that its focus is on transactions and events believed likely
to bring about a change in value over a relatively short time period (usually four months or less). The Company believes that
this makes arbitrage investments less vulnerable to changes in general stock market conditions. Potential changes in market
conditions are also mitigated by the implementation of hedging strategies, including short sales.
Additionally, the arbitrage positions are generally hedged against market declines by purchasing put options, selling call
options or entering into swap contracts. The Company's merger arbitrage securities are primarily exposed to the risk of
completion of announced deals, which are subject to regulatory as well as transactional and other risks.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
W. R. Berkley Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of W. R. Berkley Corporation and Subsidiaries (the
“Company”) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income,
stockholders’ equity, and cash flows for each of the years in the three year period ended December 31, 2018, and the related
notes and financial statement schedules II to VI (collectively, the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three year period
ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 22, 2019 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for equity
investments measured at fair value with changes in the fair value recognized through net income (other than those accounted
for under equity method of accounting or those that result in consolidation of the investee) effective January 1, 2018 due to the
adoption of ASU 2016-01, Financial Instruments.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
We have served as the Company’s auditor since 1972.
New York, New York
February 22, 2019
/S/ KPMG LLP
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W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
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(In thousands, except per share data)
REVENUES:
Net premiums written
Change in net unearned premiums
Net premiums earned
Net investment income
Net realized and unrealized gains on investments:
Net realized and unrealized gains before OTTI
Other-than-temporary impairments ("OTTI")
Net realized and unrealized gains on investments
Revenues from non-insurance businesses
Insurance service fees
Other income
Total revenues
OPERATING COSTS AND EXPENSES:
Losses and loss expenses
Other operating costs and expenses
Expenses from non-insurance businesses
Interest expense
Total operating costs and expenses
Income before income taxes
Income tax expense
Net income before noncontrolling interests
Noncontrolling interests
Net income to common stockholders
NET INCOME PER SHARE:
Basic
Diluted
Year Ended December 31,
2017
2016
2018
$
6,433,227
(61,722)
6,371,505
674,235
160,175
(5,687)
154,488
372,985
117,757
681
$
6,260,508
$
50,911
6,311,419
575,788
335,858
—
335,858
326,165
134,729
805
6,423,913
(130,565)
6,293,348
564,163
285,119
(18,114)
267,005
390,348
138,944
376
7,691,651
7,684,764
7,654,184
3,974,702
2,383,221
364,449
157,185
4,002,348
2,436,932
325,417
147,297
3,845,800
2,395,619
375,431
140,896
6,879,557
6,911,994
6,757,746
812,094
(163,028)
649,066
(8,317)
640,749
5.06
5.00
$
$
$
772,770
(219,433)
553,337
(4,243)
549,094
4.40
4.26
$
$
$
896,438
(292,953)
603,485
(1,569)
601,916
4.91
4.68
$
$
$
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF INCOME
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W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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(In thousands, except per share data)
REVENUES:
Net premiums written
Net premiums earned
Net investment income
Change in net unearned premiums
Net realized and unrealized gains on investments:
Net realized and unrealized gains before OTTI
Other-than-temporary impairments ("OTTI")
Net realized and unrealized gains on investments
Revenues from non-insurance businesses
Insurance service fees
Other income
Total revenues
OPERATING COSTS AND EXPENSES:
Losses and loss expenses
Other operating costs and expenses
Expenses from non-insurance businesses
Interest expense
Total operating costs and expenses
Income before income taxes
Income tax expense
Net income before noncontrolling interests
Noncontrolling interests
Net income to common stockholders
NET INCOME PER SHARE:
Basic
Diluted
Year Ended December 31,
2018
2017
2016
$
6,433,227
$
6,260,508
$
6,423,913
(61,722)
6,371,505
674,235
50,911
6,311,419
575,788
(130,565)
6,293,348
564,163
160,175
(5,687)
154,488
372,985
117,757
681
335,858
—
335,858
326,165
134,729
805
3,974,702
2,383,221
364,449
157,185
4,002,348
2,436,932
325,417
147,297
7,691,651
7,684,764
7,654,184
6,879,557
6,911,994
6,757,746
812,094
(163,028)
649,066
(8,317)
640,749
$
$
$
5.06
5.00
772,770
(219,433)
553,337
(4,243)
549,094
$
$
$
4.40
4.26
$
$
$
285,119
(18,114)
267,005
390,348
138,944
376
3,845,800
2,395,619
375,431
140,896
896,438
(292,953)
603,485
(1,569)
601,916
4.91
4.68
See accompanying notes to consolidated financial statements.
Year Ended December 31,
2017
2016
2018
$
649,066
$
553,337
$
603,485
(In thousands)
Net income before noncontrolling interests
Other comprehensive (loss) gain:
Change in unrealized translation adjustments
Change in unrealized investment (losses) gains, net of taxes
Other comprehensive (loss) gain
Comprehensive income
Comprehensive income to the noncontrolling interest
Comprehensive income to common stockholders
$
(112,099)
(252,327)
(364,426)
284,640
(8,271)
276,369
$
64,706
(51,752)
12,954
566,291
(4,262)
562,029
$
(124,193)
246,518
122,325
725,810
(1,510)
724,300
See accompanying notes to consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
W. R. BERKLEY CORPORATION AND SUBSIDIARIES
W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
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(In thousands, except share data)
Assets
Investments:
Fixed maturity securities
Investment funds
Real estate
Arbitrage trading account
Equity securities
Loans receivable
Total investments
Cash and cash equivalents
Premiums and fees receivable
Due from reinsurers
Deferred policy acquisition costs
Prepaid reinsurance premiums
Trading account receivable from brokers and clearing organizations
Property, furniture and equipment
Goodwill
Accrued investment income
Current federal and foreign income taxes
Deferred federal and foreign income taxes
Other assets
Total assets
Liabilities and Equity
Liabilities:
Reserves for losses and loss expenses
Unearned premiums
Due to reinsurers
Trading account securities sold but not yet purchased
Current federal and foreign income taxes
Deferred federal and foreign income taxes
Other liabilities
Senior notes and other debt
Subordinated debentures
Total liabilities
Equity:
Preferred stock, par value $.10 per share:
Authorized 5,000,000 shares; issued and outstanding — none
Common stock, par value $.20 per share:
Authorized 500,000,000 shares, issued and outstanding, net of treasury shares,
121,995,760 and 121,514,852 shares, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive (loss) income
Treasury stock, at cost, 113,122,158 and 113,603,066 shares, respectively
Total common stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
58
December 31,
2018
2017
$
$
$
13,606,812
1,332,818
1,957,092
452,548
279,006
94,813
17,723,089
817,602
1,807,762
1,932,291
497,629
498,880
347,228
416,372
173,037
144,481
703
35,490
501,413
24,895,977
11,966,448
3,359,991
256,917
38,120
—
—
1,005,184
1,882,028
907,491
19,416,179
13,551,250
1,155,677
1,469,601
617,649
576,647
79,684
17,450,508
950,471
1,773,844
1,783,200
507,549
472,009
189,280
422,960
178,945
136,597
—
—
434,554
24,299,917
11,670,408
3,290,180
246,460
64,358
11,327
86,764
981,987
1,769,052
728,218
18,848,754
—
—
47,024
1,063,144
7,558,619
(510,470)
(2,720,466)
5,437,851
41,947
5,479,798
24,895,977
$
47,024
1,048,283
6,956,882
68,541
(2,709,386)
5,411,344
39,819
5,451,163
24,299,917
$
$
$
$
Year Ended December 31,
2018
2017
2016
47,024
47,024
47,024
1,048,283
1,037,446
1,005,455
(19,547)
34,408
(27,959)
38,796
(3,594)
35,585
1,063,144
1,048,283
1,037,446
$
$
$
$
$
$
$
$
6,956,882
6,595,987
6,178,070
215,939
640,749
(254,951)
—
549,094
(188,199)
—
601,916
(183,999)
$
7,558,619
$
6,956,882
$
6,595,987
$
375,421
$
427,154
$
180,695
(214,539)
(252,241)
(132)
(91,491)
(306,880)
(112,099)
(418,979)
—
(52,628)
895
375,421
(371,586)
64,706
(306,880)
—
246,872
(413)
427,154
(247,393)
(124,193)
(371,586)
(2,709,386) $
(2,688,817) $
(2,563,605)
12,981
689
(24,750)
26,511
727
(47,807)
6,495
685
(132,392)
(2,720,466) $
(2,709,386) $
(2,688,817)
39,819
$
33,926
$
32,962
(6,143)
8,317
(46)
1,631
4,243
19
(546)
1,569
(59)
41,947
$
39,819
$
33,926
$
$
$
$
$
$
$
$
$
(In thousands)
COMMON STOCK:
Beginning and end of period
ADDITIONAL PAID IN CAPITAL:
Beginning of period
Restricted stock units issued
Restricted stock units expensed
End of period
RETAINED EARNINGS:
Beginning of period
Cumulative effect adjustment resulting from changes in accounting principles
Net income to common stockholders
Dividends
End of period
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME:
Unrealized investment (losses) gains:
Beginning of period
Cumulative effect adjustment resulting from changes in accounting principles
Unrealized (losses) gains on securities not other-than-temporarily impaired
Unrealized (losses) gains on other-than-temporarily impaired securities
End of period
Currency translation adjustments:
Beginning of period
Net change in period
End of period
Total accumulated other comprehensive (loss) income
(510,470) $
68,541
$
55,568
TREASURY STOCK:
Beginning of period
Stock exercised/vested
Stock issued
Stock repurchased
End of period
NONCONTROLLING INTERESTS:
Beginning of period
(Distributions) contributions
Net income
Other comprehensive (loss) income, net of tax
End of period
See accompanying notes to consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
W. R. BERKLEY CORPORATION AND SUBSIDIARIES
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(In thousands, except share data)
Assets
Investments:
Fixed maturity securities
Investment funds
Real estate
Arbitrage trading account
Equity securities
Loans receivable
Total investments
Cash and cash equivalents
Premiums and fees receivable
Due from reinsurers
Deferred policy acquisition costs
Prepaid reinsurance premiums
Trading account receivable from brokers and clearing organizations
Property, furniture and equipment
Goodwill
Accrued investment income
Current federal and foreign income taxes
Deferred federal and foreign income taxes
Other assets
Total assets
Liabilities and Equity
Liabilities:
Unearned premiums
Due to reinsurers
Reserves for losses and loss expenses
Trading account securities sold but not yet purchased
Current federal and foreign income taxes
Deferred federal and foreign income taxes
Other liabilities
Senior notes and other debt
Subordinated debentures
Total liabilities
Equity:
Preferred stock, par value $.10 per share:
Common stock, par value $.20 per share:
December 31,
2018
2017
$
13,606,812
$
13,551,250
1,332,818
1,957,092
452,548
279,006
94,813
17,723,089
817,602
1,807,762
1,932,291
497,629
498,880
347,228
416,372
173,037
144,481
703
35,490
501,413
11,966,448
$
3,359,991
256,917
38,120
—
—
1,005,184
1,882,028
907,491
19,416,179
1,155,677
1,469,601
617,649
576,647
79,684
17,450,508
950,471
1,773,844
1,783,200
507,549
472,009
189,280
422,960
178,945
136,597
—
—
434,554
11,670,408
3,290,180
246,460
64,358
11,327
86,764
981,987
1,769,052
728,218
18,848,754
24,895,977
$
24,299,917
$
$
Authorized 5,000,000 shares; issued and outstanding — none
—
—
Authorized 500,000,000 shares, issued and outstanding, net of treasury shares,
121,995,760 and 121,514,852 shares, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive (loss) income
Treasury stock, at cost, 113,122,158 and 113,603,066 shares, respectively
Total common stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to consolidated financial statements.
47,024
1,063,144
7,558,619
(510,470)
(2,720,466)
5,437,851
41,947
5,479,798
$
24,895,977
$
47,024
1,048,283
6,956,882
68,541
(2,709,386)
5,411,344
39,819
5,451,163
24,299,917
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W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
COMMON STOCK:
Beginning and end of period
ADDITIONAL PAID IN CAPITAL:
Beginning of period
Restricted stock units issued
Restricted stock units expensed
End of period
RETAINED EARNINGS:
Beginning of period
Cumulative effect adjustment resulting from changes in accounting principles
Net income to common stockholders
Dividends
End of period
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME:
Unrealized investment (losses) gains:
Beginning of period
Cumulative effect adjustment resulting from changes in accounting principles
Unrealized (losses) gains on securities not other-than-temporarily impaired
Unrealized (losses) gains on other-than-temporarily impaired securities
End of period
Currency translation adjustments:
Beginning of period
Net change in period
End of period
Total accumulated other comprehensive (loss) income
TREASURY STOCK:
Beginning of period
Stock exercised/vested
Stock issued
Stock repurchased
End of period
NONCONTROLLING INTERESTS:
Beginning of period
(Distributions) contributions
Net income
Other comprehensive (loss) income, net of tax
End of period
Year Ended December 31,
2017
2016
2018
$
$
$
$
$
$
$
$
47,024
1,048,283
(19,547)
34,408
1,063,144
6,956,882
215,939
640,749
(254,951)
$
$
$
$
47,024
1,037,446
(27,959)
38,796
1,048,283
6,595,987
—
549,094
(188,199)
47,024
1,005,455
(3,594)
35,585
1,037,446
6,178,070
—
601,916
(183,999)
$
7,558,619
$
6,956,882
$
6,595,987
$
375,421
$
427,154
$
180,695
(214,539)
(252,241)
(132)
(91,491)
(306,880)
(112,099)
(418,979)
—
(52,628)
895
375,421
(371,586)
64,706
(306,880)
—
246,872
(413)
427,154
(247,393)
(124,193)
(371,586)
(510,470) $
68,541
$
55,568
(2,709,386) $
(2,688,817) $
(2,563,605)
12,981
689
(24,750)
26,511
727
(47,807)
6,495
685
(132,392)
(2,720,466) $
(2,709,386) $
(2,688,817)
39,819
$
33,926
$
32,962
(6,143)
8,317
(46)
1,631
4,243
19
(546)
1,569
(59)
41,947
$
39,819
$
33,926
$
$
$
$
$
See accompanying notes to consolidated financial statements.
58
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W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
W. R. BERKLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2018, 2017 and 2016
(In thousands)
CASH FROM OPERATING ACTIVITIES:
Net income to common stockholders
Adjustments to reconcile net income to net cash from operating activities:
Net realized and unrealized gains on investments
Depreciation and amortization
Noncontrolling interests
Investment funds
Stock incentive plans
Change in:
Arbitrage trading account
Premiums and fees receivable
Reinsurance accounts
Deferred policy acquisition costs
Current income taxes
Deferred income taxes
Reserves for losses and loss expenses
Unearned premiums
Other
Net cash from operating activities
CASH FLOWS USED IN INVESTING ACTIVITIES:
Proceeds from sale of fixed maturity securities
Proceeds from sale of equity securities
(Contributions) distributions from investment funds
Proceeds from maturities and prepayments of fixed maturity securities
Purchase of fixed maturity securities
Purchase of equity securities
Real estate purchased
Change in loans receivable
Net additions to property, furniture and equipment
Change in balances due from security brokers
Cash received in connection with business disposition
Payment for business purchased, net of cash acquired
Net cash used in investing activities
CASH FLOWS USED IN FINANCING ACTIVITIES:
Net proceeds from issuance of debt
Repayment of senior notes and other debt
Cash dividends to common stockholders
Purchase of common treasury shares
Other, net
Net cash used in financing activities
Net impact on cash due to change in foreign exchange rates
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year Ended December 31,
2017
2016
2018
$
640,749
$
549,094
$
601,916
(1) Summary of Significant Accounting Policies
(A) Principles of consolidation and basis of presentation
(154,488)
131,108
8,317
(109,349)
36,591
(19,093)
(43,813)
(165,287)
7,788
(11,950)
(74,761)
339,015
84,142
(48,770)
620,199
3,525,149
497,989
(79,635)
2,676,455
(6,677,753)
(85,610)
(514,064)
(13,204)
(49,860)
4,262
8,664
(6,637)
(714,244)
(335,858)
112,956
4,243
(69,333)
40,490
(4,896)
(67,752)
(66,542)
30,343
25,859
(16,893)
438,530
4,160
66,482
710,883
4,035,162
195,270
247,404
3,556,744
(7,940,957)
(27,522)
(236,039)
27,135
(115,719)
(4,372)
—
(70,570)
(333,464)
294,562
(4,524)
(254,951)
(24,750)
(17,740)
(7,403)
(31,421)
(132,869)
950,471
817,602
$
6,983
(20)
(188,199)
(47,807)
(6,043)
(235,086)
12,853
155,186
795,285
950,471
$
$
(267,005)
86,051
1,569
(99,301)
37,174
(10,633)
(60,403)
(235,455)
(25,912)
42,632
9,012
572,196
149,683
46,852
848,376
2,440,310
143,042
142,601
2,189,365
(5,541,202)
(202,736)
(299,123)
166,327
(50,829)
20,992
250,216
(53,451)
(794,488)
388,769
(75,487)
(183,999)
(132,392)
(3,823)
(6,932)
(15,302)
31,654
763,631
795,285
See accompanying notes to consolidated financial statements.
pronouncements.)
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The consolidated financial statements, which include the accounts of W. R. Berkley Corporation and its subsidiaries (the
"Company"), have been prepared on the basis of U.S. generally accepted accounting principles ("GAAP"). All significant
intercompany transactions and balances have been eliminated. Reclassifications have been made in the 2017 and 2016 financial
statements to conform to the presentation of the 2018 financial statements. 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 disclosures of contingent assets and liabilities at the date of the financial statements and the revenues and
expenses reflected during the reporting period. The most significant items on our balance sheet that involve a greater degree of
accounting estimates that are subject to change in the future are the valuation of investments, other-than-temporary
impairments, loss and loss expense reserves and premium estimates. Actual results could differ from those estimates.
(B) Revenue recognition
Insurance premiums are recognized as written at the inception of the policy. Reinsurance premiums are estimated based
upon information received from ceding companies, and subsequent differences from such estimates are recorded in the period
they are determined. Insurance and reinsurance premiums are primarily earned on a pro rata basis over the policy term. Fees for
services are earned over the period that the services are provided.
Audit premiums are recognized when they are reliably determinable. The change in accruals for earned but unbilled
audit premiums (decreased) increased net premiums written and premiums earned by $(4) million, $8 million and $8 million in
2018, 2017 and 2016, respectively.
Revenues from non-insurance businesses are derived from businesses engaged in the distribution of promotional
merchandise, world-wide textile solutions, and aircraft services provided to the general, commercial and military aviation
markets. These aircraft services include (i) the distribution, manufacturing, repair and overhaul of aircraft parts and
components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenue is
recognized upon the shipment of products and parts, the delivery of aircraft, the delivery of fuel, and over the completion
period of services.
Insurance service fee revenue represents servicing fees for program administration and claims management services
provided by the Company, including workers' compensation assigned risk plans, as well as insurance brokerage and risk
management services. Fees for program administration, claims management and risk management services are primarily
recognized ratably over the related contract period for which the underlying services are rendered. Commissions for insurance
brokerage are generally recognized when the underlying insurance policy is effective.
Cash equivalents consist of funds invested in money market accounts and investments with an effective maturity of three
(C) Cash and cash equivalents
months or less when purchased.
(D) Investments
Fixed maturity securities classified as available for sale are carried at estimated fair value, with unrealized gains and
losses, net of applicable income taxes, excluded from earnings and reported as a component of comprehensive income and a
separate component of stockholders' equity. Fixed maturity securities that the Company has the positive intent and ability to
hold to maturity are classified as held to maturity and reported at amortized cost. Investment income from fixed maturity
securities is recognized based on the constant effective yield method. Premiums and discounts on mortgage-backed securities
are adjusted for the effects of actual and anticipated prepayments on a retrospective basis.
Equity securities with readily determinable fair values are measured at fair value, with changes in the fair value
recognized in net income within net realized and unrealized gains on investments. (See (Q) Recent accounting
Fixed maturity securities that the Company purchased with the intent to sell in the near-term are classified as trading
account securities and are reported at estimated fair value. Realized and unrealized gains and losses from trading activity are
reported as net investment income and are recorded at the trade date. Short sales and short call options are presented as trading
61
W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FROM OPERATING ACTIVITIES:
Net income to common stockholders
Adjustments to reconcile net income to net cash from operating activities:
Net realized and unrealized gains on investments
Depreciation and amortization
Year Ended December 31,
2018
2017
2016
$
640,749
$
549,094
$
601,916
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Proceeds from maturities and prepayments of fixed maturity securities
2,676,455
3,556,744
2,189,365
3,525,149
4,035,162
2,440,310
497,989
(79,635)
195,270
247,404
143,042
142,601
(6,677,753)
(7,940,957)
(5,541,202)
Noncontrolling interests
Investment funds
Stock incentive plans
Change in:
Arbitrage trading account
Premiums and fees receivable
Reinsurance accounts
Deferred policy acquisition costs
Current income taxes
Deferred income taxes
Reserves for losses and loss expenses
Unearned premiums
Other
Net cash from operating activities
CASH FLOWS USED IN INVESTING ACTIVITIES:
Proceeds from sale of fixed maturity securities
Proceeds from sale of equity securities
(Contributions) distributions from investment funds
Purchase of fixed maturity securities
Purchase of equity securities
Real estate purchased
Change in loans receivable
Net additions to property, furniture and equipment
Change in balances due from security brokers
Cash received in connection with business disposition
Payment for business purchased, net of cash acquired
Net cash used in investing activities
CASH FLOWS USED IN FINANCING ACTIVITIES:
Net proceeds from issuance of debt
Repayment of senior notes and other debt
Cash dividends to common stockholders
Purchase of common treasury shares
Other, net
Net cash used in financing activities
Net impact on cash due to change in foreign exchange rates
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
(154,488)
131,108
8,317
(109,349)
36,591
(19,093)
(43,813)
(165,287)
7,788
(11,950)
(74,761)
339,015
84,142
(48,770)
620,199
(85,610)
(514,064)
(13,204)
(49,860)
4,262
8,664
(6,637)
(714,244)
294,562
(4,524)
(254,951)
(24,750)
(17,740)
(7,403)
(31,421)
(132,869)
950,471
(335,858)
112,956
4,243
(69,333)
40,490
(4,896)
(67,752)
(66,542)
30,343
25,859
(16,893)
438,530
4,160
66,482
710,883
(27,522)
(236,039)
27,135
(115,719)
(4,372)
—
(70,570)
(333,464)
6,983
(20)
(188,199)
(47,807)
(6,043)
(235,086)
12,853
155,186
795,285
(267,005)
86,051
1,569
(99,301)
37,174
(10,633)
(60,403)
(235,455)
(25,912)
42,632
9,012
572,196
149,683
46,852
848,376
(202,736)
(299,123)
166,327
(50,829)
20,992
250,216
(53,451)
(794,488)
388,769
(75,487)
(183,999)
(132,392)
(3,823)
(6,932)
(15,302)
31,654
763,631
795,285
See accompanying notes to consolidated financial statements.
$
817,602
$
950,471
$
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W. R. BERKLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2018, 2017 and 2016
(1) Summary of Significant Accounting Policies
(A) Principles of consolidation and basis of presentation
The consolidated financial statements, which include the accounts of W. R. Berkley Corporation and its subsidiaries (the
"Company"), have been prepared on the basis of U.S. generally accepted accounting principles ("GAAP"). All significant
intercompany transactions and balances have been eliminated. Reclassifications have been made in the 2017 and 2016 financial
statements to conform to the presentation of the 2018 financial statements. 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 disclosures of contingent assets and liabilities at the date of the financial statements and the revenues and
expenses reflected during the reporting period. The most significant items on our balance sheet that involve a greater degree of
accounting estimates that are subject to change in the future are the valuation of investments, other-than-temporary
impairments, loss and loss expense reserves and premium estimates. Actual results could differ from those estimates.
(B) Revenue recognition
Insurance premiums are recognized as written at the inception of the policy. Reinsurance premiums are estimated based
upon information received from ceding companies, and subsequent differences from such estimates are recorded in the period
they are determined. Insurance and reinsurance premiums are primarily earned on a pro rata basis over the policy term. Fees for
services are earned over the period that the services are provided.
Audit premiums are recognized when they are reliably determinable. The change in accruals for earned but unbilled
audit premiums (decreased) increased net premiums written and premiums earned by $(4) million, $8 million and $8 million in
2018, 2017 and 2016, respectively.
Revenues from non-insurance businesses are derived from businesses engaged in the distribution of promotional
merchandise, world-wide textile solutions, and aircraft services provided to the general, commercial and military aviation
markets. These aircraft services include (i) the distribution, manufacturing, repair and overhaul of aircraft parts and
components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenue is
recognized upon the shipment of products and parts, the delivery of aircraft, the delivery of fuel, and over the completion
period of services.
Insurance service fee revenue represents servicing fees for program administration and claims management services
provided by the Company, including workers' compensation assigned risk plans, as well as insurance brokerage and risk
management services. Fees for program administration, claims management and risk management services are primarily
recognized ratably over the related contract period for which the underlying services are rendered. Commissions for insurance
brokerage are generally recognized when the underlying insurance policy is effective.
(C) Cash and cash equivalents
Cash equivalents consist of funds invested in money market accounts and investments with an effective maturity of three
months or less when purchased.
(D) Investments
Fixed maturity securities classified as available for sale are carried at estimated fair value, with unrealized gains and
losses, net of applicable income taxes, excluded from earnings and reported as a component of comprehensive income and a
separate component of stockholders' equity. Fixed maturity securities that the Company has the positive intent and ability to
hold to maturity are classified as held to maturity and reported at amortized cost. Investment income from fixed maturity
securities is recognized based on the constant effective yield method. Premiums and discounts on mortgage-backed securities
are adjusted for the effects of actual and anticipated prepayments on a retrospective basis.
Equity securities with readily determinable fair values are measured at fair value, with changes in the fair value
recognized in net income within net realized and unrealized gains on investments. (See (Q) Recent accounting
pronouncements.)
Fixed maturity securities that the Company purchased with the intent to sell in the near-term are classified as trading
account securities and are reported at estimated fair value. Realized and unrealized gains and losses from trading activity are
reported as net investment income and are recorded at the trade date. Short sales and short call options are presented as trading
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securities sold but not yet purchased. Unsettled trades and the net margin balances held by the clearing broker are presented as
a trading account receivable from brokers and clearing organizations.
(E) Per share data
Investment funds are carried under the equity method of accounting. The Company's share of the earnings or losses of
dividing net income by weighted average number of common shares outstanding during the year (including 4,926,521 common
investment funds is primarily reported on a one-quarter lag in order to facilitate the timely completion of the Company's
consolidated financial statements.
Loans receivable primarily represent commercial real estate mortgage loans and bank loans and are carried at amortized
cost. The Company monitors the performance of its loans receivable and establishes an allowance for loan losses for loans
where the Company determines it is probable that the contractual terms will not be met, with a corresponding charge to
earnings. For loans that are evaluated individually and deemed to be impaired, the Company establishes a specific allowance
based on a discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. Individual loans that are
not considered impaired and smaller-balance homogeneous loans are evaluated collectively and a general allowance is
established if it is considered probable that a loss has been incurred.
The accrual of interest on loans receivable is discontinued if the loan is 90 days past due based on the contractual terms
of the loan unless the loan is adequately secured and in process of collection. In general, loans are placed on non-accrual status
or charged off at an earlier date if collection of principal or interest is considered doubtful. Interest on these loans is accounted
for on a cash basis until qualifying for return to accrual status. Loans are returned to accrual status when all principal and
interest amounts contractually due are brought current and future payments are reasonably assured.
Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.” Fair value of investments is determined based on a fair value
hierarchy that prioritizes the use of observable inputs over the use of unobservable inputs and requires the use of observable
inputs when available. (See Note 12 of the Notes to Consolidated Financial Statements.)
Realized gains or losses represent the difference between the cost of securities sold and the proceeds realized upon sale
and are recorded at the trade date. The Company uses primarily the first-in, first-out method to determine the cost of securities
sold.
The cost of securities is adjusted where appropriate to include a provision for a decline in value which is considered to
be other than temporary. An other-than-temporary decline is considered to occur in investments where there has been a
sustained reduction in fair value and where the Company does not expect to recover the cost basis of the investment prior to the
time of sale or maturity.
For fixed maturity securities that the Company intends to sell or, more likely than not, would be required to sell, a
decline in value below amortized cost is considered to be an other-than-temporary impairment (“OTTI”). The amount of OTTI
is equal to the difference between amortized cost and fair value at the balance sheet date. For fixed maturity securities that the
Company does not intend to sell or believes that it is more likely than not it would not be required to sell, a decline in value
below amortized cost is considered to be an OTTI if the Company does not expect to recover the entire amortized cost basis of
a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the security).
The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash flows
expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline in
value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the
fair value of the security) is recognized in other comprehensive income.
Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities,
collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral
under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling
these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any,
the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance
factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit
impairment.
Real estate held for investment purposes is initially recorded at the purchase price, which is generally fair value, and is
subsequently reported at cost less accumulated depreciation. Real estate taxes, interest and other costs incurred during
development and construction are capitalized. Buildings are depreciated on a straight-line basis over the estimated useful lives
of the building. Minimum rental income is recognized on a straight-line basis over the lease term. Income and expenses from
real estate are reported as net investment income. The carrying value of real estate is reviewed for impairment and an
impairment loss is recognized if the estimated undiscounted cash flows from the use and disposition of the property are less
than the carrying value of the property.
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The Company presents both basic and diluted net income per share (“EPS”) amounts. Basic EPS is calculated by
shares held in a grantor trust). The common shares held in the grantor trust are for delivery upon settlement of vested but
mandatorily deferred restricted stock units ("RSUs"). Shares held by the grantor trust do not affect diluted shares outstanding
since the shares deliverable under vested RSUs were already included in diluted shares outstanding. Diluted EPS is based upon
the weighted average number of basic and common equivalent shares outstanding during the year and is calculated using the
treasury stock method for stock incentive plans. Common equivalent shares are excluded from the computation in periods in
which they have an anti-dilutive effect.
(F) Deferred policy acquisition costs
Acquisition costs associated with the successful acquisition of new and renewed insurance and reinsurance contracts are
deferred and amortized ratably over the terms of the related contracts. Ceding commissions received on reinsurance contracts
are netted against acquisition costs and are recognized ratably over the life of the contract. Deferred policy acquisition costs are
presented net of unearned ceding commissions. Deferred policy acquisition costs are comprised primarily of commissions, as
well as employment-related underwriting costs and premium taxes. Deferred policy acquisition costs are reviewed to determine
if they are recoverable from future income and, if not, are charged to expense. The recoverability of deferred policy acquisition
costs is evaluated separately by each of our operating companies. Future investment income is taken into account in measuring
the recoverability of deferred policy acquisition costs.
(G) Reserves for losses and loss expenses
Reserves for losses and loss expenses are an accumulation of amounts determined on the basis of (1) evaluation of
claims for business written directly by the Company; (2) estimates received from other companies for reinsurance assumed by
the Company; and (3) estimates for losses incurred but not reported (based on Company and industry experience). These
estimates are periodically reviewed and, as experience develops and new information becomes known, the reserves are adjusted
as necessary. Such adjustments are reflected in the statements of income in the period in which they are determined. The
Company discounts its reserves for excess and assumed workers' compensation claims using a risk-free or statutory rate. (See
Note 13 of Notes to Consolidated Financial Statements.)
The unearned portion of premiums ceded to reinsurers is reported as prepaid reinsurance premiums and earned ratably
over the policy term. The estimated amounts of reinsurance recoverable on unpaid losses are reported as due from reinsurers.
To the extent any reinsurer does not meet its obligations under reinsurance agreements, the Company must discharge its
liability. Amounts due from reinsurers are reflected net of funds held where the right of offset is present. The Company has
provided reserves for estimated uncollectible reinsurance.
(H) Reinsurance ceded
(I) Deposit accounting
Contracts that do not meet the risk transfer requirements of GAAP are accounted for using the deposit accounting
method. Under this method, an asset or liability is recognized at the inception of the contract based on consideration paid or
received. The amount of the deposit asset or liability is adjusted at subsequent reporting dates using the interest method with a
corresponding credit or charge to interest income or expense. Deposit liabilities for assumed reinsurance contracts were $45
million and $47 million at December 31, 2018 and 2017, respectively.
(J) Federal and foreign income taxes
The Company files a consolidated income tax return in the U.S. and foreign tax returns in countries where it has
overseas operations. The Company's method of accounting for income taxes is the asset and liability method. Under this
method, deferred tax assets and liabilities are measured using tax rates currently in effect or expected to apply in the years in
which those temporary differences are expected to reverse. Interest and penalties, if any, are reported as income tax expense.
The Company believes there are no tax positions that would require disclosure under GAAP. Deferred tax assets are reduced by
a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized.
securities sold but not yet purchased. Unsettled trades and the net margin balances held by the clearing broker are presented as
a trading account receivable from brokers and clearing organizations.
Investment funds are carried under the equity method of accounting. The Company's share of the earnings or losses of
investment funds is primarily reported on a one-quarter lag in order to facilitate the timely completion of the Company's
consolidated financial statements.
Loans receivable primarily represent commercial real estate mortgage loans and bank loans and are carried at amortized
cost. The Company monitors the performance of its loans receivable and establishes an allowance for loan losses for loans
where the Company determines it is probable that the contractual terms will not be met, with a corresponding charge to
earnings. For loans that are evaluated individually and deemed to be impaired, the Company establishes a specific allowance
based on a discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. Individual loans that are
not considered impaired and smaller-balance homogeneous loans are evaluated collectively and a general allowance is
established if it is considered probable that a loss has been incurred.
The accrual of interest on loans receivable is discontinued if the loan is 90 days past due based on the contractual terms
of the loan unless the loan is adequately secured and in process of collection. In general, loans are placed on non-accrual status
or charged off at an earlier date if collection of principal or interest is considered doubtful. Interest on these loans is accounted
for on a cash basis until qualifying for return to accrual status. Loans are returned to accrual status when all principal and
interest amounts contractually due are brought current and future payments are reasonably assured.
Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.” Fair value of investments is determined based on a fair value
inputs when available. (See Note 12 of the Notes to Consolidated Financial Statements.)
Realized gains or losses represent the difference between the cost of securities sold and the proceeds realized upon sale
and are recorded at the trade date. The Company uses primarily the first-in, first-out method to determine the cost of securities
sold.
time of sale or maturity.
The cost of securities is adjusted where appropriate to include a provision for a decline in value which is considered to
be other than temporary. An other-than-temporary decline is considered to occur in investments where there has been a
sustained reduction in fair value and where the Company does not expect to recover the cost basis of the investment prior to the
For fixed maturity securities that the Company intends to sell or, more likely than not, would be required to sell, a
decline in value below amortized cost is considered to be an other-than-temporary impairment (“OTTI”). The amount of OTTI
is equal to the difference between amortized cost and fair value at the balance sheet date. For fixed maturity securities that the
Company does not intend to sell or believes that it is more likely than not it would not be required to sell, a decline in value
below amortized cost is considered to be an OTTI if the Company does not expect to recover the entire amortized cost basis of
a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the security).
The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash flows
expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline in
value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the
fair value of the security) is recognized in other comprehensive income.
Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities,
collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral
under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling
these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any,
the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance
factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit
impairment.
Real estate held for investment purposes is initially recorded at the purchase price, which is generally fair value, and is
subsequently reported at cost less accumulated depreciation. Real estate taxes, interest and other costs incurred during
development and construction are capitalized. Buildings are depreciated on a straight-line basis over the estimated useful lives
of the building. Minimum rental income is recognized on a straight-line basis over the lease term. Income and expenses from
real estate are reported as net investment income. The carrying value of real estate is reviewed for impairment and an
impairment loss is recognized if the estimated undiscounted cash flows from the use and disposition of the property are less
than the carrying value of the property.
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(E) Per share data
The Company presents both basic and diluted net income per share (“EPS”) amounts. Basic EPS is calculated by
dividing net income by weighted average number of common shares outstanding during the year (including 4,926,521 common
shares held in a grantor trust). The common shares held in the grantor trust are for delivery upon settlement of vested but
mandatorily deferred restricted stock units ("RSUs"). Shares held by the grantor trust do not affect diluted shares outstanding
since the shares deliverable under vested RSUs were already included in diluted shares outstanding. Diluted EPS is based upon
the weighted average number of basic and common equivalent shares outstanding during the year and is calculated using the
treasury stock method for stock incentive plans. Common equivalent shares are excluded from the computation in periods in
which they have an anti-dilutive effect.
(F) Deferred policy acquisition costs
Acquisition costs associated with the successful acquisition of new and renewed insurance and reinsurance contracts are
deferred and amortized ratably over the terms of the related contracts. Ceding commissions received on reinsurance contracts
are netted against acquisition costs and are recognized ratably over the life of the contract. Deferred policy acquisition costs are
presented net of unearned ceding commissions. Deferred policy acquisition costs are comprised primarily of commissions, as
well as employment-related underwriting costs and premium taxes. Deferred policy acquisition costs are reviewed to determine
if they are recoverable from future income and, if not, are charged to expense. The recoverability of deferred policy acquisition
costs is evaluated separately by each of our operating companies. Future investment income is taken into account in measuring
the recoverability of deferred policy acquisition costs.
hierarchy that prioritizes the use of observable inputs over the use of unobservable inputs and requires the use of observable
(G) Reserves for losses and loss expenses
Reserves for losses and loss expenses are an accumulation of amounts determined on the basis of (1) evaluation of
claims for business written directly by the Company; (2) estimates received from other companies for reinsurance assumed by
the Company; and (3) estimates for losses incurred but not reported (based on Company and industry experience). These
estimates are periodically reviewed and, as experience develops and new information becomes known, the reserves are adjusted
as necessary. Such adjustments are reflected in the statements of income in the period in which they are determined. The
Company discounts its reserves for excess and assumed workers' compensation claims using a risk-free or statutory rate. (See
Note 13 of Notes to Consolidated Financial Statements.)
(H) Reinsurance ceded
The unearned portion of premiums ceded to reinsurers is reported as prepaid reinsurance premiums and earned ratably
over the policy term. The estimated amounts of reinsurance recoverable on unpaid losses are reported as due from reinsurers.
To the extent any reinsurer does not meet its obligations under reinsurance agreements, the Company must discharge its
liability. Amounts due from reinsurers are reflected net of funds held where the right of offset is present. The Company has
provided reserves for estimated uncollectible reinsurance.
(I) Deposit accounting
Contracts that do not meet the risk transfer requirements of GAAP are accounted for using the deposit accounting
method. Under this method, an asset or liability is recognized at the inception of the contract based on consideration paid or
received. The amount of the deposit asset or liability is adjusted at subsequent reporting dates using the interest method with a
corresponding credit or charge to interest income or expense. Deposit liabilities for assumed reinsurance contracts were $45
million and $47 million at December 31, 2018 and 2017, respectively.
(J) Federal and foreign income taxes
The Company files a consolidated income tax return in the U.S. and foreign tax returns in countries where it has
overseas operations. The Company's method of accounting for income taxes is the asset and liability method. Under this
method, deferred tax assets and liabilities are measured using tax rates currently in effect or expected to apply in the years in
which those temporary differences are expected to reverse. Interest and penalties, if any, are reported as income tax expense.
The Company believes there are no tax positions that would require disclosure under GAAP. Deferred tax assets are reduced by
a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized.
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(K) Foreign currency
Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the
entity's functional currency) are reported on the statements of income as other operating costs and expenses. Unrealized gains
or losses resulting from translating the results of non-U.S. dollar denominated operations are reported in accumulated other
comprehensive income. Revenues and expenses denominated in currencies other than U.S. dollars are generally translated at
the weighted average exchange rate during the year. Assets and liabilities are translated at the rate of exchange in effect at the
balance sheet date.
(L) Property, furniture and equipment
Property, furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the
estimated useful lives of the respective assets. Depreciation expense was $54 million, $50 million and $47 million for 2018,
2017 and 2016, respectively.
(M) Comprehensive income
Comprehensive income encompasses all changes in stockholders' equity (except those arising from transactions with
stockholders) and includes net income, net unrealized holding gains or losses on available for sale securities and unrealized
foreign currency translation adjustments.
(N) Goodwill and other intangible assets
Goodwill and other intangible assets are tested for impairment on an annual basis and at interim periods where
circumstances require. The Company's impairment test as of December 31, 2018 indicated that there were no material
impairment losses related to goodwill and other intangible assets. Intangible assets of $104 million and $107 million are
included in other assets as of December 31, 2018 and 2017, respectively.
(O) Restricted stock units
The costs resulting from all share-based payment transactions with employees are recognized in the consolidated
financial statements using a fair-value-based measurement method. Compensation cost is recognized for financial reporting
purposes over the period in which the employee is required to provide service in exchange for the award (generally the vesting
period).
(P) Statements of cash flows
Interest payments were $155 million, $145 million and $137 million in 2018, 2017 and 2016, respectively. Income taxes
paid were $186 million, $207 million and $232 million in 2018, 2017 and 2016, respectively. Other non-cash items include
unrealized investment gains and losses. (See Note 10 of Notes to Consolidated Financial Statements.)
(Q) Recent accounting pronouncements
Recently adopted accounting pronouncements:
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Customers.
ASU 2014-09 clarifies the principles for recognizing revenue. While insurance contracts are not within the scope of this
updated guidance, the Company’s insurance service fee revenue and non-insurance business revenue are subject to this
updated guidance. The updated guidance requires an entity to recognize revenue as performance obligations are met, in order
to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is
entitled to receive for those goods or services. The updated guidance, as amended by ASU 2015-14, was effective for public
business entities for annual and interim reporting periods beginning after December 15, 2017. The Company adopted this
guidance on January 1, 2018 on a prospective basis. The impact of applying this guidance prospectively was a cumulative
effect adjustment that increased retained earnings, a component of stockholders' equity, by $1 million after-tax.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments. ASU 2016-01 amends the accounting
guidance for financial instruments to require all equity investments with readily determinable fair values to be measured at fair
value with changes in the fair value recognized in net income (other than those accounted for under equity method of
accounting or those that result in consolidation of the investee). The updated guidance was effective for public business entities
for annual reporting periods beginning after December 15, 2017 and interim periods within those years. The Company adopted
this updated guidance on January 1, 2018 on a prospective basis. The impact of applying this guidance prospectively was a
cumulative effect adjustment that increased retained earnings and decreased accumulated other comprehensive income
("AOCI") by offsetting amounts of $291 million, resulting in no net impact to total stockholders' equity. Following the
adoption, the Company reports changes in fair value related to equity securities within net realized and unrealized gains on
investments.
In February 2018, the FASB issued ASU 2018-02, Reporting Comprehensive Income, which amends previous
guidance to allow a reclassification to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of
2017 (the “Tax Act”). The amount of the reclassification includes the effect of the change in the U.S. federal corporate income
tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of the enactment of the Tax Act
related to items in AOCI. The updated guidance was effective for reporting periods beginning after December 15, 2018, and
was eligible for early adoption. The Company adopted this updated guidance on January 1, 2018. The impact of applying this
guidance was a cumulative effect adjustment that decreased retained earnings and increased AOCI by offsetting amounts of $76
million, resulting in no net impact to total stockholders' equity.
All other accounting and reporting standards that became effective in 2018 were either not applicable to the Company
or their adoption did not have a material impact on the Company.
Accounting and reporting standards that are not yet effective:
In February 2016, the FASB issued ASU 2016-02, Leases, which amends the accounting and disclosure guidance for
leases. This guidance retains the two classifications of a lease, as either an operating or finance lease, both of which will
require lessees to recognize a right-of-use asset and a lease liability for leases with terms of more than 12 months. The right-of-
use asset and the lease liability will be determined based upon the present value of cash flows. Finance leases will reflect the
financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the
right-of-use asset. Operating leases will recognize lease expense (with no separate recognition of interest expense) on a
straight-line basis over the term of the lease. The accounting by lessors is not significantly changed by the updated guidance.
The updated guidance is effective for reporting periods beginning after December 15, 2018, and can be adopted prospectively
or requires that the earliest comparative period presented include the measurement and recognition of existing leases with an
adjustment to equity as if the updated guidance had always been applied. The Company will adopt the new guidance
prospectively as of January 1, 2019. The Company does not expect the adoption of this guidance will have a material impact on
its results of operations, financial position and liquidity. The adoption of this guidance will result in the recognition of an
offsetting right-of-use asset and lease liability which will be less than 1% of total assets and approximately 1% of total
liabilities.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which amends the accounting
guidance for credit losses on financial instruments. The updated guidance amends the current other-than-temporary impairment
model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an
allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair
value. This guidance also applies a new current expected credit loss model for determining credit-related impairments for
financial instruments measured at amortized cost. The updated guidance is effective for reporting periods beginning after
December 15, 2019. The Company will not be able to determine the impact the adoption of this guidance will have on its
results of operations, financial position or liquidity until the year the guidance becomes effective.
All other recently issued but not yet effective accounting and reporting standards are either not applicable to the
Company or are not expected to have a material impact on the Company.
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(K) Foreign currency
Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the
entity's functional currency) are reported on the statements of income as other operating costs and expenses. Unrealized gains
or losses resulting from translating the results of non-U.S. dollar denominated operations are reported in accumulated other
comprehensive income. Revenues and expenses denominated in currencies other than U.S. dollars are generally translated at
the weighted average exchange rate during the year. Assets and liabilities are translated at the rate of exchange in effect at the
balance sheet date.
(L) Property, furniture and equipment
2017 and 2016, respectively.
(M) Comprehensive income
foreign currency translation adjustments.
(N) Goodwill and other intangible assets
(O) Restricted stock units
period).
(P) Statements of cash flows
Property, furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the
estimated useful lives of the respective assets. Depreciation expense was $54 million, $50 million and $47 million for 2018,
Comprehensive income encompasses all changes in stockholders' equity (except those arising from transactions with
stockholders) and includes net income, net unrealized holding gains or losses on available for sale securities and unrealized
Goodwill and other intangible assets are tested for impairment on an annual basis and at interim periods where
circumstances require. The Company's impairment test as of December 31, 2018 indicated that there were no material
impairment losses related to goodwill and other intangible assets. Intangible assets of $104 million and $107 million are
included in other assets as of December 31, 2018 and 2017, respectively.
The costs resulting from all share-based payment transactions with employees are recognized in the consolidated
financial statements using a fair-value-based measurement method. Compensation cost is recognized for financial reporting
purposes over the period in which the employee is required to provide service in exchange for the award (generally the vesting
Interest payments were $155 million, $145 million and $137 million in 2018, 2017 and 2016, respectively. Income taxes
paid were $186 million, $207 million and $232 million in 2018, 2017 and 2016, respectively. Other non-cash items include
unrealized investment gains and losses. (See Note 10 of Notes to Consolidated Financial Statements.)
(Q) Recent accounting pronouncements
Recently adopted accounting pronouncements:
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Customers.
ASU 2014-09 clarifies the principles for recognizing revenue. While insurance contracts are not within the scope of this
updated guidance, the Company’s insurance service fee revenue and non-insurance business revenue are subject to this
updated guidance. The updated guidance requires an entity to recognize revenue as performance obligations are met, in order
to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is
entitled to receive for those goods or services. The updated guidance, as amended by ASU 2015-14, was effective for public
business entities for annual and interim reporting periods beginning after December 15, 2017. The Company adopted this
guidance on January 1, 2018 on a prospective basis. The impact of applying this guidance prospectively was a cumulative
effect adjustment that increased retained earnings, a component of stockholders' equity, by $1 million after-tax.
1022849be 10K
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In January 2016, the FASB issued ASU 2016-01, Financial Instruments. ASU 2016-01 amends the accounting
guidance for financial instruments to require all equity investments with readily determinable fair values to be measured at fair
value with changes in the fair value recognized in net income (other than those accounted for under equity method of
accounting or those that result in consolidation of the investee). The updated guidance was effective for public business entities
for annual reporting periods beginning after December 15, 2017 and interim periods within those years. The Company adopted
this updated guidance on January 1, 2018 on a prospective basis. The impact of applying this guidance prospectively was a
cumulative effect adjustment that increased retained earnings and decreased accumulated other comprehensive income
("AOCI") by offsetting amounts of $291 million, resulting in no net impact to total stockholders' equity. Following the
adoption, the Company reports changes in fair value related to equity securities within net realized and unrealized gains on
investments.
In February 2018, the FASB issued ASU 2018-02, Reporting Comprehensive Income, which amends previous
guidance to allow a reclassification to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of
2017 (the “Tax Act”). The amount of the reclassification includes the effect of the change in the U.S. federal corporate income
tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of the enactment of the Tax Act
related to items in AOCI. The updated guidance was effective for reporting periods beginning after December 15, 2018, and
was eligible for early adoption. The Company adopted this updated guidance on January 1, 2018. The impact of applying this
guidance was a cumulative effect adjustment that decreased retained earnings and increased AOCI by offsetting amounts of $76
million, resulting in no net impact to total stockholders' equity.
All other accounting and reporting standards that became effective in 2018 were either not applicable to the Company
or their adoption did not have a material impact on the Company.
Accounting and reporting standards that are not yet effective:
In February 2016, the FASB issued ASU 2016-02, Leases, which amends the accounting and disclosure guidance for
leases. This guidance retains the two classifications of a lease, as either an operating or finance lease, both of which will
require lessees to recognize a right-of-use asset and a lease liability for leases with terms of more than 12 months. The right-of-
use asset and the lease liability will be determined based upon the present value of cash flows. Finance leases will reflect the
financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the
right-of-use asset. Operating leases will recognize lease expense (with no separate recognition of interest expense) on a
straight-line basis over the term of the lease. The accounting by lessors is not significantly changed by the updated guidance.
The updated guidance is effective for reporting periods beginning after December 15, 2018, and can be adopted prospectively
or requires that the earliest comparative period presented include the measurement and recognition of existing leases with an
adjustment to equity as if the updated guidance had always been applied. The Company will adopt the new guidance
prospectively as of January 1, 2019. The Company does not expect the adoption of this guidance will have a material impact on
its results of operations, financial position and liquidity. The adoption of this guidance will result in the recognition of an
offsetting right-of-use asset and lease liability which will be less than 1% of total assets and approximately 1% of total
liabilities.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which amends the accounting
guidance for credit losses on financial instruments. The updated guidance amends the current other-than-temporary impairment
model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an
allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair
value. This guidance also applies a new current expected credit loss model for determining credit-related impairments for
financial instruments measured at amortized cost. The updated guidance is effective for reporting periods beginning after
December 15, 2019. The Company will not be able to determine the impact the adoption of this guidance will have on its
results of operations, financial position or liquidity until the year the guidance becomes effective.
All other recently issued but not yet effective accounting and reporting standards are either not applicable to the
Company or are not expected to have a material impact on the Company.
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(2) Consolidated Statement of Comprehensive (Loss) Income
The following tables present the components of the changes in accumulated other comprehensive (loss) income ("AOCI") as of
and for the years ended December 31, 2018 and 2017:
(3) Investments in Fixed Maturity Securities
At December 31, 2018 and 2017, investments in fixed maturity securities were as follows:
(In thousands)
December 31, 2018
Changes in AOCI
Beginning of period
Cumulative effect adjustment resulting from changes in
accounting principles
Restated beginning of period
Other comprehensive loss before reclassifications
Amounts reclassified from AOCI
Other comprehensive loss
Unrealized investment loss related to non-controlling
interest
Ending balance
Amounts reclassified from AOCI
Pre-tax
Tax effect
After-tax amounts reclassified
Other comprehensive loss
Pre-tax
Tax effect
Other comprehensive loss
Unrealized
investment (losses)
gains
Currency
translation
adjustments
Accumulated other
comprehensive
(loss) income
$
375,421
$
(306,880) $
68,541
(214,539)
160,882
(246,535)
(5,792)
(252,327)
(46)
(91,491)
—
(306,880)
(112,099)
—
(112,099)
—
$
(418,979) $
(7,332) (1) $
1,540 (2)
(5,792)
$
(302,737)
50,410
(252,327)
$
$
— $
—
— $
(112,099) $
—
(112,099) $
(214,539)
(145,998)
(358,634)
(5,792)
(364,426)
(46)
(510,470)
(7,332)
1,540
(5,792)
(414,836)
50,410
(364,426)
$
$
$
$
$
Amortized
Cost
Gross Unrealized
Gains
Losses
Fair
Value
Carrying
Value
$
$
11,549
$
— $
—
—
$
79,440
12,003
91,443
67,891
10,744
78,635
U.S. government and government agency
697,931
9,219
(4,910)
702,240
702,240
(In thousands)
December 31, 2018
Held to maturity:
State and municipal
Residential mortgage-backed
Total held to maturity
Available for sale:
State and municipal:
Special revenue
State general obligation
Pre-refunded
Corporate backed
Local general obligation
Total state and municipal
Mortgage-backed securities:
Residential (1)
Commercial
Total mortgage-backed securities
Asset-backed securities
Corporate:
Industrial
Financial
Utilities
Other
Total corporate
Foreign government
67,891
10,744
78,635
2,396,089
335,626
408,141
272,440
403,219
3,815,515
1,264,376
345,070
1,609,446
2,462,303
2,295,778
1,502,427
330,326
60,238
4,188,769
822,093
13,596,057
1,259
12,808
30,507
11,951
16,568
4,319
18,350
81,695
7,729
1,304
9,033
10,131
15,355
7,178
2,997
322
25,852
11,753
147,683
160,491
(24,612)
3,872,598
3,872,598
(19,790)
(1,103)
(30)
(2,350)
(1,339)
(20,225)
(3,708)
(23,933)
(33,687)
(53,312)
(45,683)
(4,148)
(167)
(103,310)
(25,111)
2,406,806
2,406,806
346,474
424,679
274,409
420,230
346,474
424,679
274,409
420,230
1,251,880
342,666
1,594,546
2,438,747
2,257,821
1,463,922
329,175
60,393
4,111,311
808,735
1,251,880
342,666
1,594,546
2,438,747
2,257,821
1,463,922
329,175
60,393
4,111,311
808,735
Total available for sale
(215,563)
13,528,177
13,528,177
Total investments in fixed maturity securities
$ 13,674,692
$
$
(215,563) $ 13,619,620
$ 13,606,812
Unrealized
investment gains
(losses)
Currency
translation
adjustments
Accumulated other
comprehensive
income (loss)
(In thousands)
December 31, 2017
Changes in AOCI
Beginning of period
$
427,154
$
(371,586) $
Other comprehensive income before reclassifications
Amounts reclassified from AOCI
Other comprehensive (loss) income
63,567
(115,319)
(51,752)
$
$
19
375,421
Unrealized investment gain related to non-controlling
interest
Ending balance
Amounts reclassified from AOCI
Pre-tax
Tax effect
After-tax amounts reclassified
Other comprehensive income (loss)
Pre-tax
Tax effect
Other comprehensive income (loss)
_______________
(1) Net realized and unrealized gains on investments in the consolidated statements of income.
(2) Income tax expense in the consolidated statements of income.
(177,414) (1) $
62,095 (2)
(69,425)
17,673
(51,752)
(115,319)
$
$
$
$
$
$
$
64,706
—
64,706
—
(306,880) $
— $
—
— $
64,706
—
64,706
$
$
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55,568
128,273
(115,319)
12,954
19
68,541
(177,414)
62,095
(115,319)
(4,719)
17,673
12,954
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(3) Investments in Fixed Maturity Securities
At December 31, 2018 and 2017, investments in fixed maturity securities were as follows:
(In thousands)
December 31, 2018
Held to maturity:
State and municipal
Residential mortgage-backed
Total held to maturity
Available for sale:
U.S. government and government agency
State and municipal:
Special revenue
State general obligation
Pre-refunded
Corporate backed
Local general obligation
Total state and municipal
Mortgage-backed securities:
Residential (1)
Commercial
Total mortgage-backed securities
Asset-backed securities
Corporate:
Industrial
Financial
Utilities
Other
Total corporate
Foreign government
Total available for sale
Total investments in fixed maturity securities
Amortized
Cost
Gross Unrealized
Gains
Losses
Fair
Value
Carrying
Value
$
$
67,891
10,744
78,635
$
11,549
1,259
12,808
— $
—
—
$
79,440
12,003
91,443
67,891
10,744
78,635
697,931
9,219
(4,910)
702,240
702,240
2,396,089
335,626
408,141
272,440
403,219
3,815,515
1,264,376
345,070
1,609,446
2,462,303
2,295,778
1,502,427
330,326
60,238
4,188,769
822,093
13,596,057
$ 13,674,692
$
30,507
11,951
16,568
4,319
18,350
81,695
7,729
1,304
9,033
10,131
15,355
7,178
2,997
322
25,852
11,753
147,683
160,491
(19,790)
(1,103)
(30)
(2,350)
(1,339)
(24,612)
(20,225)
(3,708)
(23,933)
(33,687)
2,406,806
346,474
424,679
274,409
420,230
3,872,598
1,251,880
342,666
1,594,546
2,438,747
2,406,806
346,474
424,679
274,409
420,230
3,872,598
1,251,880
342,666
1,594,546
2,438,747
(53,312)
2,257,821
(45,683)
1,463,922
(4,148)
329,175
(167)
60,393
(103,310)
4,111,311
(25,111)
808,735
(215,563)
13,528,177
(215,563) $ 13,619,620
2,257,821
1,463,922
329,175
60,393
4,111,311
808,735
13,528,177
$ 13,606,812
$
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(2) Consolidated Statement of Comprehensive (Loss) Income
The following tables present the components of the changes in accumulated other comprehensive (loss) income ("AOCI") as of
and for the years ended December 31, 2018 and 2017:
(In thousands)
December 31, 2018
Changes in AOCI
Beginning of period
Cumulative effect adjustment resulting from changes in
accounting principles
Restated beginning of period
Other comprehensive loss before reclassifications
Unrealized investment loss related to non-controlling
Amounts reclassified from AOCI
Other comprehensive loss
interest
Ending balance
Amounts reclassified from AOCI
Pre-tax
Tax effect
Pre-tax
Tax effect
After-tax amounts reclassified
Other comprehensive loss
Other comprehensive loss
(In thousands)
December 31, 2017
Changes in AOCI
Beginning of period
Other comprehensive income before reclassifications
Amounts reclassified from AOCI
Other comprehensive (loss) income
Unrealized investment gain related to non-controlling
Amounts reclassified from AOCI
interest
Ending balance
Pre-tax
Tax effect
Pre-tax
Tax effect
_______________
After-tax amounts reclassified
Other comprehensive income (loss)
Other comprehensive income (loss)
$
$
$
$
$
$
$
$
$
$
$
Unrealized
investment (losses)
gains
Currency
translation
adjustments
Accumulated other
comprehensive
(loss) income
$
375,421
$
(306,880) $
68,541
(91,491)
$
(418,979) $
(214,539)
160,882
(246,535)
(5,792)
(252,327)
(46)
(7,332) (1) $
1,540 (2)
(5,792)
(302,737)
50,410
(252,327)
427,154
63,567
(115,319)
(51,752)
19
375,421
(177,414) (1) $
62,095 (2)
(115,319)
(69,425)
17,673
(51,752)
$
$
$
$
$
$
$
$
(306,880)
(112,099)
(112,099)
—
—
—
— $
—
— $
(112,099) $
—
(112,099) $
(371,586) $
64,706
64,706
—
—
(306,880) $
— $
—
— $
64,706
—
64,706
$
$
(214,539)
(145,998)
(358,634)
(5,792)
(364,426)
(46)
(510,470)
(7,332)
1,540
(5,792)
(414,836)
50,410
(364,426)
55,568
128,273
(115,319)
12,954
19
68,541
(177,414)
62,095
(115,319)
(4,719)
17,673
12,954
Unrealized
investment gains
(losses)
Currency
translation
adjustments
Accumulated other
comprehensive
income (loss)
(1) Net realized and unrealized gains on investments in the consolidated statements of income.
(2) Income tax expense in the consolidated statements of income.
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(In thousands)
December 31, 2017
Held to maturity:
State and municipal
Residential mortgage-backed
Total held to maturity
Available for sale:
U.S. government and government agency
State and municipal:
Special revenue
State general obligation
Pre-refunded
Corporate backed
Local general obligation
Total state and municipal
Mortgage-backed securities:
Residential (1)
Commercial
Total mortgage-backed securities
Asset-backed securities
Corporate:
Industrial
Financial
Utilities
Other
Total corporate
Foreign government
Total available for sale
Total investments in fixed maturity securities
Amortized
Cost
Gross Unrealized
Gains
Losses
Fair
Value
Carrying
Value
$
$
65,882
13,450
79,332
$
14,499
1,227
15,726
— $
—
—
$
80,381
14,677
95,058
65,882
13,450
79,332
372,748
8,824
(3,832)
377,740
377,740
2,663,245
439,358
436,241
375,268
417,955
4,332,067
1,043,629
261,652
1,305,281
2,111,132
2,574,400
1,402,161
284,886
40,560
4,302,007
819,345
13,242,580
$ 13,321,912
$
53,512
16,087
22,701
10,059
23,242
125,601
9,304
1,521
10,825
11,024
52,210
37,744
11,316
5
101,275
32,018
289,567
305,293
(10,027)
(711)
(9)
(860)
(967)
(12,574)
(13,547)
(2,628)
(16,175)
(10,612)
2,706,730
454,734
458,933
384,467
440,230
4,445,094
1,039,386
260,545
1,299,931
2,111,544
2,706,730
454,734
458,933
384,467
440,230
4,445,094
1,039,386
260,545
1,299,931
2,111,544
(7,718)
2,618,892
(5,138)
1,434,767
(1,248)
294,954
(66)
40,499
(14,170)
4,389,112
(2,866)
848,497
(60,229)
13,471,918
(60,229) $ 13,566,976
2,618,892
1,434,767
294,954
40,499
4,389,112
848,497
13,471,918
$ 13,551,250
$
____________________
(1) Gross unrealized (losses) gains for mortgage-backed securities include ($55,090) and $76,467 as of December 31, 2018 and
2017, respectively, related to the non-credit portion of OTTI recognized in other comprehensive income.
The amortized cost and fair value of fixed maturity securities at December 31, 2018, by contractual maturity, are shown
below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay
obligations.
(In thousands)
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Mortgage-backed securities
Total
Amortized
Cost
$
935,354
4,666,934
3,037,450
3,414,764
1,620,190
$ 13,674,692
Fair Value
$
935,894
4,669,502
3,045,868
3,361,807
1,606,549
$ 13,619,620
At December 31, 2018 and 2017, there were no investments, other than investments in United States government and
government agency securities, which exceeded 10% of common stockholders’ equity. At December 31, 2018, investments with
a carrying value of $1,700 million were on deposit in custodial or trust accounts, of which $1,332 million was on deposit with
insurance regulators, $328 million was on deposit in support of the Company’s underwriting activities at Lloyd’s, $37 million
was on deposit as security for reinsurance clients and $3 million was on deposit as security for letters of credit issued in support
of the Company’s reinsurance operations.
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(4) Investments in Equity Securities
At December 31, 2018 and 2017, investments in equity securities were as follows:
(In thousands)
December 31, 2018
Common stocks
Preferred stocks
Total
December 31, 2017
Common stocks
Preferred stocks
Total
Cost
Gross Unrealized (1)
Gains
Losses
Fair
Value
Carrying
Value
$ 113,576
$
4,335
$ (19,719) $
98,192
$
98,192
115,201
72,364
(6,751)
180,814
180,814
$ 228,777
$
76,699
$ (26,470) $ 279,006
$ 279,006
$
81,855
$ 272,309
$
(1,960) $ 352,204
$ 352,204
124,150
102,890
(2,597)
224,443
224,443
$ 206,005
$ 375,199
$
(4,557) $ 576,647
$ 576,647
(1) Effective January 1, 2018, the Company adopted new accounting guidance that requires all equity investments with readily
determinable fair values (subject to certain exceptions) to be measured at fair value, with changes in the fair value recognized
through net income within net realized and unrealized gains on investments. Refer to Note 1 for additional information.
(5) Arbitrage Trading Account
At December 31, 2018 and 2017, the fair value and carrying value of the arbitrage trading account were $453 million and
$618 million, respectively. The primary focus of the trading account is merger arbitrage. Merger arbitrage is the business of
investing in the securities of publicly held companies which are the targets in announced tender offers and mergers. Arbitrage
investing differs from other types of investing in its focus on transactions and events believed likely to bring about a change in
value over a relatively short time period (usually four months or less).
The Company uses put options, call options and swap contracts in order to mitigate the impact of potential changes in
market conditions on the merger arbitrage trading account. These options and contracts are reported at fair value. As of
December 31, 2018, the fair value of long option contracts outstanding was $37 thousand (notional amount of $18.4 million)
and the fair value of short option contracts outstanding was $58 thousand (notional amount of $11.6 million). Other than with
respect to the use of these trading account securities, the Company does not make use of derivatives.
(6) Net Investment Income
Net investment income consists of the following:
Fixed maturity securities, including cash and cash equivalents and loans
(In thousands)
Investment income earned on:
receivable
Investment funds
Arbitrage trading account
Real estate
Equity securities
Gross investment income
Investment expense
Net investment income
2018
2017
2016
$
519,269
$
473,101
$
444,247
109,349
28,157
18,591
3,230
68,169
19,145
19,975
2,350
99,301
18,693
7,054
4,028
678,596
582,740
573,323
(4,361)
(6,952)
(9,160)
$
674,235
$
575,788
$
564,163
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Amortized
Cost
Gross Unrealized
Gains
Losses
Fair
Value
Carrying
Value
$
$
14,499
$
— $
—
—
$
80,381
14,677
95,058
65,882
13,450
79,332
U.S. government and government agency
372,748
8,824
(3,832)
377,740
377,740
65,882
13,450
79,332
2,663,245
439,358
436,241
375,268
417,955
1,043,629
261,652
1,305,281
2,111,132
2,574,400
1,402,161
284,886
40,560
4,302,007
819,345
13,242,580
1,227
15,726
53,512
16,087
22,701
10,059
23,242
9,304
1,521
10,825
11,024
52,210
37,744
11,316
5
101,275
32,018
289,567
305,293
(In thousands)
December 31, 2017
Held to maturity:
State and municipal
Residential mortgage-backed
Total held to maturity
Available for sale:
State and municipal:
Special revenue
State general obligation
Pre-refunded
Corporate backed
Local general obligation
Total state and municipal
Mortgage-backed securities:
Residential (1)
Commercial
Total mortgage-backed securities
Asset-backed securities
Corporate:
Industrial
Financial
Utilities
Other
Total corporate
Foreign government
____________________
obligations.
(In thousands)
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Mortgage-backed securities
Total
(10,027)
2,706,730
2,706,730
(711)
(9)
(860)
(967)
454,734
458,933
384,467
440,230
(13,547)
(2,628)
(16,175)
(10,612)
(7,718)
(5,138)
(1,248)
(66)
(14,170)
(2,866)
(60,229)
1,039,386
260,545
1,299,931
2,111,544
2,618,892
1,434,767
294,954
40,499
4,389,112
848,497
454,734
458,933
384,467
440,230
1,039,386
260,545
1,299,931
2,111,544
2,618,892
1,434,767
294,954
40,499
4,389,112
848,497
Amortized
Cost
Fair Value
$
935,354
$
935,894
4,666,934
3,037,450
3,414,764
1,620,190
4,669,502
3,045,868
3,361,807
1,606,549
$ 13,674,692
$ 13,619,620
Total available for sale
13,471,918
13,471,918
(1) Gross unrealized (losses) gains for mortgage-backed securities include ($55,090) and $76,467 as of December 31, 2018 and
2017, respectively, related to the non-credit portion of OTTI recognized in other comprehensive income.
The amortized cost and fair value of fixed maturity securities at December 31, 2018, by contractual maturity, are shown
below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay
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(4) Investments in Equity Securities
At December 31, 2018 and 2017, investments in equity securities were as follows:
(In thousands)
December 31, 2018
Common stocks
Preferred stocks
Total
December 31, 2017
Common stocks
Preferred stocks
Total
Cost
Gross Unrealized (1)
Losses
Gains
Fair
Value
Carrying
Value
$ 113,576
$
4,335
115,201
72,364
$ (19,719) $
(6,751)
98,192
$
98,192
180,814
180,814
$ 228,777
$
76,699
$ (26,470) $ 279,006
$ 279,006
$
81,855
$ 272,309
$
124,150
102,890
(1,960) $ 352,204
(2,597)
224,443
$ 352,204
224,443
$ 206,005
$ 375,199
$
(4,557) $ 576,647
$ 576,647
4,332,067
125,601
(12,574)
4,445,094
4,445,094
(1) Effective January 1, 2018, the Company adopted new accounting guidance that requires all equity investments with readily
determinable fair values (subject to certain exceptions) to be measured at fair value, with changes in the fair value recognized
through net income within net realized and unrealized gains on investments. Refer to Note 1 for additional information.
(5) Arbitrage Trading Account
At December 31, 2018 and 2017, the fair value and carrying value of the arbitrage trading account were $453 million and
$618 million, respectively. The primary focus of the trading account is merger arbitrage. Merger arbitrage is the business of
investing in the securities of publicly held companies which are the targets in announced tender offers and mergers. Arbitrage
investing differs from other types of investing in its focus on transactions and events believed likely to bring about a change in
value over a relatively short time period (usually four months or less).
The Company uses put options, call options and swap contracts in order to mitigate the impact of potential changes in
market conditions on the merger arbitrage trading account. These options and contracts are reported at fair value. As of
December 31, 2018, the fair value of long option contracts outstanding was $37 thousand (notional amount of $18.4 million)
and the fair value of short option contracts outstanding was $58 thousand (notional amount of $11.6 million). Other than with
respect to the use of these trading account securities, the Company does not make use of derivatives.
Total investments in fixed maturity securities
$ 13,321,912
$
$
(60,229) $ 13,566,976
$ 13,551,250
(6) Net Investment Income
Net investment income consists of the following:
(In thousands)
Investment income earned on:
Fixed maturity securities, including cash and cash equivalents and loans
receivable
Investment funds
Arbitrage trading account
Real estate
Equity securities
Gross investment income
Investment expense
Net investment income
2018
2017
2016
$
519,269
$
473,101
$
444,247
109,349
28,157
18,591
3,230
678,596
(4,361)
674,235
$
68,169
19,145
19,975
2,350
99,301
18,693
7,054
4,028
582,740
(6,952)
575,788
$
573,323
(9,160)
564,163
$
At December 31, 2018 and 2017, there were no investments, other than investments in United States government and
government agency securities, which exceeded 10% of common stockholders’ equity. At December 31, 2018, investments with
a carrying value of $1,700 million were on deposit in custodial or trust accounts, of which $1,332 million was on deposit with
insurance regulators, $328 million was on deposit in support of the Company’s underwriting activities at Lloyd’s, $37 million
was on deposit as security for reinsurance clients and $3 million was on deposit as security for letters of credit issued in support
of the Company’s reinsurance operations.
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(9) Loans Receivable
Loans receivable are as follows:
Amortized cost (net of valuation allowance):
(In thousands)
Real estate loans
Commercial loans
Total
Fair value:
Real estate loans
Commercial loans
Total
Valuation allowance:
Specific
General
Total
As of December 31,
2018
2017
62,289
32,524
94,813
63,047
34,026
97,073
1,200
2,183
3,383
$
$
$
$
$
$
66,057
13,627
79,684
66,917
15,130
82,047
1,200
2,183
3,383
For the Year Ended December 31,
2018
2017
— $
(14)
$
$
$
$
$
$
$
Increase (decrease) in valuation allowance
Loans receivable in non-accrual status were $1.2 million and $4.3 million as of December 31, 2018 and 2017,
respectively.
The Company monitors the performance of its loans receivable and assesses the ability of the borrower to pay principal
and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance
of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash
flow analysis and comparable cost and sales methodologies, if appropriate.
The real estate loans are secured by commercial real estate primarily located in New York. These loans generally earn
interest at floating LIBOR-based interest rates and have maturities (inclusive of extension options) through August 2025. The
commercial loans are with small business owners who have secured the related financing with the assets of the business.
Commercial loans generally earn interest on a fixed basis and have varying maturities not exceeding 10 years.
In evaluating the real estate loans, the Company considers their credit quality indicators, including loan to value ratios,
which compare the outstanding loan amount to the estimated value of the property, the borrower’s financial condition and
performance with respect to loan terms, the position in the capital structure, the overall leverage in the capital structure and
other market conditions. Based on these considerations, none of the real estate loans were considered to be impaired at
December 31, 2018, and accordingly, the Company determined that a specific valuation allowance was not required.
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(7) Investment Funds
The Company evaluates whether it is an investor in a variable interest entity ("VIE"). Such entities do not have sufficient
equity at risk to finance their activities without additional subordinated financial support, or the equity investors, as a group, do
not have the characteristics of a controlling financial interest (primary beneficiary). The Company determines whether it is the
primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE's capital structure,
contractual terms, nature of the VIE's operations and purpose, and the Company's relative exposure to the related risks of the
VIE on the date it becomes initially involved in the VIE and on an ongoing basis. The Company is not the primary beneficiary
in any of its investment funds, and accordingly, carries its interests in investments funds under the equity method of accounting.
The Company’s maximum exposure to loss with respect to these investments is limited to the carrying amount reported on
the Company’s consolidated balance sheet and its unfunded commitments of $270.2 million as of December 31, 2018.
Investment funds consist of the following:
(In thousands)
Real estate
Energy
Other funds
Total
Carrying Value
as of December 31,
2017
2018
606,995
642,137
$
$
Income (Losses)
2017
2018
$
61,453
$
75,213
615,468
82,882
465,800
645
47,251
$
45,068
(15,764)
38,865
2016
50,415
19,747
29,139
$ 1,332,818
$ 1,155,677
$
109,349
$
68,169
$
99,301
The Company's share of the earnings or losses of investment funds is primarily reported on a one-quarter lag in order to
facilitate the timely completion of the Company's consolidated financial statements.
(8) Real Estate
Investment in real estate represents directly owned property held for investment, as follows:
(In thousands)
Properties in operation
Properties under development
Total
As of December 31,
2018
1,279,584
677,508
1,957,092
$
$
2017
451,691
1,017,910
1,469,601
$
$
In 2018, properties in operation included a long-term ground lease in Washington, D.C., a hotel in Memphis, Tennessee,
two office complexes in New York City, office buildings in West Palm Beach and Palm Beach, Florida, and an office building
in London, U.K. The office building in London, previously under development, transferred to properties in operation in 2018.
Properties in operation are net of accumulated depreciation and amortization of $44,340,000 and $25,646,000 as of
December 31, 2018 and 2017, respectively. Related depreciation expense was $20,644,000 and $9,212,000 for the years ended
December 31, 2018 and 2017, respectively. Future minimum rental income expected on operating leases relating to properties
in operation is $61,458,048 in 2019, $62,141,471 in 2020, $61,325,176 in 2021, $61,077,419 in 2022, $54,362,011 in 2023 and
$584,592,072 thereafter.
The Company borrowed $101,750,000 through a non-recourse loan secured by the West Palm Beach office building in
2018. The loan matures in November 2028 and carries a fixed interest rate of 4.21%. The carrying value does not reflect the
outstanding financing, but rather is reflected in subsidiary debt referenced in Note 15, Indebtedness.
A mixed-use project in Washington, D.C. has been under development in 2017 and 2018.
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(7) Investment Funds
The Company evaluates whether it is an investor in a variable interest entity ("VIE"). Such entities do not have sufficient
equity at risk to finance their activities without additional subordinated financial support, or the equity investors, as a group, do
not have the characteristics of a controlling financial interest (primary beneficiary). The Company determines whether it is the
primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE's capital structure,
contractual terms, nature of the VIE's operations and purpose, and the Company's relative exposure to the related risks of the
VIE on the date it becomes initially involved in the VIE and on an ongoing basis. The Company is not the primary beneficiary
in any of its investment funds, and accordingly, carries its interests in investments funds under the equity method of accounting.
The Company’s maximum exposure to loss with respect to these investments is limited to the carrying amount reported on
the Company’s consolidated balance sheet and its unfunded commitments of $270.2 million as of December 31, 2018.
Investment funds consist of the following:
Carrying Value
as of December 31,
2018
2017
Income (Losses)
2018
2017
2016
$
642,137
$
606,995
$
61,453
$
45,068
$
75,213
615,468
82,882
465,800
645
47,251
(15,764)
38,865
50,415
19,747
29,139
$ 1,332,818
$ 1,155,677
$
109,349
$
68,169
$
99,301
The Company's share of the earnings or losses of investment funds is primarily reported on a one-quarter lag in order to
facilitate the timely completion of the Company's consolidated financial statements.
As of December 31,
2018
1,279,584
677,508
1,957,092
$
$
2017
451,691
1,017,910
1,469,601
$
$
In 2018, properties in operation included a long-term ground lease in Washington, D.C., a hotel in Memphis, Tennessee,
two office complexes in New York City, office buildings in West Palm Beach and Palm Beach, Florida, and an office building
in London, U.K. The office building in London, previously under development, transferred to properties in operation in 2018.
Properties in operation are net of accumulated depreciation and amortization of $44,340,000 and $25,646,000 as of
December 31, 2018 and 2017, respectively. Related depreciation expense was $20,644,000 and $9,212,000 for the years ended
December 31, 2018 and 2017, respectively. Future minimum rental income expected on operating leases relating to properties
in operation is $61,458,048 in 2019, $62,141,471 in 2020, $61,325,176 in 2021, $61,077,419 in 2022, $54,362,011 in 2023 and
$584,592,072 thereafter.
The Company borrowed $101,750,000 through a non-recourse loan secured by the West Palm Beach office building in
2018. The loan matures in November 2028 and carries a fixed interest rate of 4.21%. The carrying value does not reflect the
outstanding financing, but rather is reflected in subsidiary debt referenced in Note 15, Indebtedness.
A mixed-use project in Washington, D.C. has been under development in 2017 and 2018.
(In thousands)
Real estate
Energy
Other funds
Total
(8) Real Estate
(In thousands)
Properties in operation
Properties under development
Total
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(9) Loans Receivable
Loans receivable are as follows:
(In thousands)
Amortized cost (net of valuation allowance):
Real estate loans
Commercial loans
Total
Fair value:
Real estate loans
Commercial loans
Total
Valuation allowance:
Specific
General
Total
Investment in real estate represents directly owned property held for investment, as follows:
Increase (decrease) in valuation allowance
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As of December 31,
2018
2017
62,289
32,524
94,813
63,047
34,026
97,073
1,200
2,183
3,383
$
$
$
$
$
$
66,057
13,627
79,684
66,917
15,130
82,047
1,200
2,183
3,383
$
$
$
$
$
$
For the Year Ended December 31,
2018
2017
$
— $
(14)
Loans receivable in non-accrual status were $1.2 million and $4.3 million as of December 31, 2018 and 2017,
respectively.
The Company monitors the performance of its loans receivable and assesses the ability of the borrower to pay principal
and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance
of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash
flow analysis and comparable cost and sales methodologies, if appropriate.
The real estate loans are secured by commercial real estate primarily located in New York. These loans generally earn
interest at floating LIBOR-based interest rates and have maturities (inclusive of extension options) through August 2025. The
commercial loans are with small business owners who have secured the related financing with the assets of the business.
Commercial loans generally earn interest on a fixed basis and have varying maturities not exceeding 10 years.
In evaluating the real estate loans, the Company considers their credit quality indicators, including loan to value ratios,
which compare the outstanding loan amount to the estimated value of the property, the borrower’s financial condition and
performance with respect to loan terms, the position in the capital structure, the overall leverage in the capital structure and
other market conditions. Based on these considerations, none of the real estate loans were considered to be impaired at
December 31, 2018, and accordingly, the Company determined that a specific valuation allowance was not required.
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(10) Net Realized and Unrealized Gains (Losses) on Investments
Net realized and unrealized gains (losses) on investments are as follows:
(In thousands)
2018
2017
2016
Net realized and unrealized gains (losses) on investments in earnings
Fixed maturity securities:
Gains
Losses
Equity securities (1):
Net realized gains on investment sales
Change in unrealized gains
Investment funds (2)
Real estate
Loans receivable
Other (3)
Net realized and unrealized gains on investments in earnings before OTTI
Other-than-temporary impairments (4)
$
26,752
$
28,217
$
72,215
(13,733)
(5,342)
(6,434)
435,150
154,539
14,201
(320,413)
—
(212)
125,423
27,816
2,838
1,977
160,175
(5,687)
12,880
—
20,141
335,858
—
—
58,861
7,757
—
138,519
285,119
(18,114)
267,005
Net realized and unrealized gains on investments in earnings
154,488
335,858
Income tax expense
(32,442)
(117,550)
(93,452)
After-tax net realized and unrealized gains on investments in earnings
$
122,046
$
218,308
$
173,553
Change in unrealized investment (losses) gains of available for sales securities:
Fixed maturity securities
Previously impaired fixed maturity securities
Equity securities available for sale (5)
Investment funds
Total change in unrealized investment (losses) gains
Income tax benefit (expense)
Noncontrolling interests
$ (297,084) $
(2,192) $ (107,094)
(132)
—
895
451
(77,971)
465,727
(5,521)
9,843
12,631
(302,737)
(69,425)
371,715
50,410
17,673
(125,315)
(46)
19
59
After-tax change in unrealized investment (losses) gains of available for sale
securities
$ (252,373) $
(51,733) $
246,459
____________________
(1) The net realized gains or losses on investment sales represent the total gains or losses from the purchase dates of the equity
securities. The change in unrealized gains consists of two components: (i) the reversal of the gain or loss recognized in previous
periods on equity securities sold and (ii) the change in unrealized gain or loss resulting from mark-to-market adjustments on
equity securities still held.
(2) Investment funds includes a gain of $124 million from the sale of an investment in an office building located in
Washington, D.C. for the year ended December 31, 2017.
(3) Other includes a gain of $135 million from the sale of Aero Precision Industries and certain related aviation services
business for the year ended December 31, 2016.
(4) For the year ended December 31, 2018, OTTI related to fixed maturity securities was $6 million. There were no OTTI for
the year ended December 31, 2017. For the year ended December 31, 2016, OTTI related to equity securities was $18 million.
(5) Effective January 1, 2018, the Company adopted new accounting guidance that requires all equity investments with readily
determinable fair values (subject to certain exceptions) to be measured at fair value with changes in the fair value recognized in
net income. The Company recorded an adjustment of $291 million to opening AOCI net of tax as a result of this guidance.
Refer to Note 1 for further information.
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(11) Securities in an Unrealized Loss Position
The following tables summarize all fixed maturity securities in an unrealized loss position at December 31, 2018 and
2017 by the length of time those securities have been continuously in an unrealized loss position.
U.S. government and government agency $ 195,359
$
933
$ 130,815
$
3,977
$ 326,174
$
Less Than 12 Months
12 Months or Greater
Total
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
Fair
Value
Gross
Unrealized
Losses
701,700
334,063
1,687,665
1,730,513
246,273
6,874
2,911
28,965
54,181
24,197
744,905
712,595
342,855
954,763
80,004
17,738
21,022
1,446,605
1,046,658
4,722
2,030,520
49,129
2,685,276
914
326,277
Fixed maturity securities
$ 4,895,573
$ 118,061
$ 2,965,937
$
97,502
$ 7,861,510
$ 215,563
U.S. government and government agency $
92,167
$
1,491
$
72,055
$
2,341
$ 164,222
$
735,972
480,435
1,127,309
1,103,747
244,139
5,944
5,110
8,298
8,224
2,615
345,755
373,956
167,412
170,858
25,824
6,630
1,081,727
11,065
854,391
2,314
5,946
251
1,294,721
1,274,605
269,963
Fixed maturity securities
$ 3,783,769
$
31,682
$ 1,155,860
$
28,547
$ 4,939,629
$
60,229
Fixed Maturity Securities — A summary of the Company’s non-investment grade fixed maturity securities that were in an
unrealized loss position at December 31, 2018 is presented in the table below:
4,910
24,612
23,933
33,687
103,310
25,111
3,832
12,574
16,175
10,612
14,170
2,866
(In thousands)
December 31, 2018
State and municipal
Mortgage-backed securities
Asset-backed securities
Corporate
Foreign government
December 31, 2017
State and municipal
Mortgage-backed securities
Asset-backed securities
Corporate
Foreign government
($ in thousands)
Foreign government
Corporate
Asset-backed securities
Mortgage-backed securities
Total
Number of
Securities
Aggregate
Fair Value
$
140,854
$
13
13
5
5
120,078
14,662
8,741
Gross
Unrealized
Loss
21,411
13,111
2,593
69
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$
284,335
$
37,184
For OTTI of fixed maturity securities that management does not intend to sell or, more likely than not, would not be
required to sell, the portion of the decline in value considered to be due to credit factors is recognized in earnings and the
portion of the decline in value considered to be due to non-credit factors is recognized in other comprehensive income.
For the year ended December 31, 2018, OTTI recognized in earnings for fixed maturity securities was $6 million. For the
year ended December 31, 2017, there were no OTTI on fixed maturity securities.
The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized losses
are due primarily to temporary market and sector-related factors rather than to issuer-specific factors. None of these securities
are delinquent or in default on financial covenants. Based on its assessment of these issuers, the Company expects them to
continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be
OTTI.
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Fixed maturity securities:
Gains
Losses
Equity securities (1):
Net realized gains on investment sales
Change in unrealized gains
Investment funds (2)
Real estate
Loans receivable
Other (3)
$
26,752
$
28,217
$
72,215
(13,733)
(5,342)
(6,434)
435,150
154,539
14,201
(320,413)
—
(212)
125,423
27,816
2,838
1,977
160,175
(5,687)
12,880
—
20,141
335,858
—
—
58,861
7,757
—
138,519
285,119
(18,114)
267,005
Income tax expense
(32,442)
(117,550)
(93,452)
After-tax net realized and unrealized gains on investments in earnings
$
122,046
$
218,308
$
173,553
Change in unrealized investment (losses) gains of available for sales securities:
Fixed maturity securities
Previously impaired fixed maturity securities
Equity securities available for sale (5)
Investment funds
Total change in unrealized investment (losses) gains
Income tax benefit (expense)
Noncontrolling interests
securities
____________________
After-tax change in unrealized investment (losses) gains of available for sale
$ (297,084) $
(2,192) $ (107,094)
(132)
—
895
451
(77,971)
465,727
(5,521)
9,843
12,631
(302,737)
(69,425)
371,715
50,410
17,673
(125,315)
(46)
19
59
$ (252,373) $
(51,733) $
246,459
(1) The net realized gains or losses on investment sales represent the total gains or losses from the purchase dates of the equity
securities. The change in unrealized gains consists of two components: (i) the reversal of the gain or loss recognized in previous
periods on equity securities sold and (ii) the change in unrealized gain or loss resulting from mark-to-market adjustments on
equity securities still held.
(2) Investment funds includes a gain of $124 million from the sale of an investment in an office building located in
Washington, D.C. for the year ended December 31, 2017.
(3) Other includes a gain of $135 million from the sale of Aero Precision Industries and certain related aviation services
business for the year ended December 31, 2016.
(4) For the year ended December 31, 2018, OTTI related to fixed maturity securities was $6 million. There were no OTTI for
the year ended December 31, 2017. For the year ended December 31, 2016, OTTI related to equity securities was $18 million.
(5) Effective January 1, 2018, the Company adopted new accounting guidance that requires all equity investments with readily
determinable fair values (subject to certain exceptions) to be measured at fair value with changes in the fair value recognized in
net income. The Company recorded an adjustment of $291 million to opening AOCI net of tax as a result of this guidance.
Refer to Note 1 for further information.
(10) Net Realized and Unrealized Gains (Losses) on Investments
Net realized and unrealized gains (losses) on investments are as follows:
(In thousands)
2018
2017
2016
Net realized and unrealized gains (losses) on investments in earnings
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(11) Securities in an Unrealized Loss Position
The following tables summarize all fixed maturity securities in an unrealized loss position at December 31, 2018 and
2017 by the length of time those securities have been continuously in an unrealized loss position.
(In thousands)
December 31, 2018
Less Than 12 Months
Gross
Unrealized
Losses
Fair
Value
12 Months or Greater
Gross
Unrealized
Losses
Fair
Value
Total
Fair
Value
Gross
Unrealized
Losses
U.S. government and government agency $ 195,359
$
933
$ 130,815
$
3,977
$ 326,174
$
State and municipal
Mortgage-backed securities
Asset-backed securities
Corporate
Foreign government
701,700
334,063
1,687,665
1,730,513
246,273
6,874
2,911
28,965
54,181
24,197
744,905
712,595
342,855
954,763
80,004
17,738
21,022
1,446,605
1,046,658
4,722
2,030,520
49,129
2,685,276
914
326,277
4,910
24,612
23,933
33,687
103,310
25,111
Fixed maturity securities
$ 4,895,573
$ 118,061
$ 2,965,937
$
97,502
$ 7,861,510
$ 215,563
Net realized and unrealized gains on investments in earnings before OTTI
Other-than-temporary impairments (4)
December 31, 2017
Net realized and unrealized gains on investments in earnings
154,488
335,858
U.S. government and government agency $
92,167
$
1,491
$
72,055
$
2,341
$ 164,222
$
State and municipal
Mortgage-backed securities
Asset-backed securities
Corporate
Foreign government
735,972
480,435
1,127,309
1,103,747
244,139
5,944
5,110
8,298
8,224
2,615
345,755
373,956
167,412
170,858
25,824
6,630
1,081,727
11,065
854,391
2,314
5,946
251
1,294,721
1,274,605
269,963
3,832
12,574
16,175
10,612
14,170
2,866
Fixed maturity securities
$ 3,783,769
$
31,682
$ 1,155,860
$
28,547
$ 4,939,629
$
60,229
Fixed Maturity Securities — A summary of the Company’s non-investment grade fixed maturity securities that were in an
unrealized loss position at December 31, 2018 is presented in the table below:
($ in thousands)
Foreign government
Corporate
Asset-backed securities
Mortgage-backed securities
Total
Number of
Securities
13
13
5
5
Aggregate
Fair Value
140,854
$
120,078
14,662
8,741
Gross
Unrealized
Loss
$
21,411
13,111
2,593
69
36
$
284,335
$
37,184
For OTTI of fixed maturity securities that management does not intend to sell or, more likely than not, would not be
required to sell, the portion of the decline in value considered to be due to credit factors is recognized in earnings and the
portion of the decline in value considered to be due to non-credit factors is recognized in other comprehensive income.
For the year ended December 31, 2018, OTTI recognized in earnings for fixed maturity securities was $6 million. For the
year ended December 31, 2017, there were no OTTI on fixed maturity securities.
The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized losses
are due primarily to temporary market and sector-related factors rather than to issuer-specific factors. None of these securities
are delinquent or in default on financial covenants. Based on its assessment of these issuers, the Company expects them to
continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be
OTTI.
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(12) Fair Value Measurements
The following tables present the assets and liabilities measured at fair value as of December 31, 2018 and 2017 by level:
1022849be 10K
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The Company’s fixed maturity and equity securities classified as available for sale and its trading account securities are
carried at fair value. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date”. The Company utilizes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to
access at the measurement date.
Level 2 - Quoted prices for similar assets or valuations based on inputs that are observable.
Level 3 - Estimates of fair value based on internal pricing methodologies using unobservable inputs. Unobservable inputs
are only used to measure fair value to the extent that observable inputs are not available.
Substantially all of the Company’s fixed maturity securities were priced by independent pricing services. The prices
provided by the independent pricing services are estimated based on observable market data in active markets utilizing pricing
models and processes, which may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided
markets, benchmark securities, bids, offers, sector groupings, matrix pricing and reference data. The pricing services may
prioritize inputs differently on any given day for any security based on market conditions, and not all inputs are available for
each security evaluation on any given day. The pricing services used by the Company have indicated that they will only produce
an estimate of fair value if objectively verifiable information is available. The determination of whether markets are active or
inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by
pricing services for reasonableness and periodically performs independent price tests of a sample of securities to ensure proper
valuation.
If prices from independent pricing services are not available for fixed maturity securities, the Company estimates the fair
value. For Level 2 securities, the Company utilizes pricing models and processes which may include benchmark yields, sector
groupings, matrix pricing, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, bids, offers and reference
data. Where broker quotes are used, the Company generally requests two or more quotes and sets a price within the range of
quotes received based on its assessment of the credibility of the quote and its own evaluation of the security. The Company
generally does not adjust quotes received from brokers. For securities traded only in private negotiations, the Company
determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of
securities of the same issuer, financial projections, credit quality and business developments of the issuer and other relevant
information.
For Level 3 securities, the Company generally uses a discounted cash flow model to estimate the fair value of fixed
maturity securities. The cash flow models are based upon assumptions as to prevailing credit spreads, interest rate and interest
rate volatility, time to maturity and subordination levels. Projected cash flows are discounted at rates that are adjusted to reflect
illiquidity, where appropriate.
(In thousands)
December 31, 2018
Assets:
Fixed maturity securities available for sale:
U.S. government and government agency
Total
Level 1
Level 2
Level 3
$
702,240
$
— $
702,240
$
Trading account securities sold but not yet purchased
$
38,120
37,327
$
— $
793
$
14,259,731
442,931
$
13,786,852
$
Total fixed maturity securities available for sale
State and municipal
Mortgage-backed securities
Asset-backed securities
Corporate
Foreign government
Equity securities:
Common stocks
Preferred stocks
Total equity securities
Arbitrage trading account
Total
Liabilities:
State and municipal
Mortgage-backed securities
Asset-backed securities
Corporate
Foreign government
Equity securities:
Common stocks
Preferred stocks
Total equity securities
Arbitrage trading account
Total
Liabilities:
December 31, 2017
Assets:
Fixed maturity securities available for sale:
U.S. government and government agency
Total fixed maturity securities available for sale
—
—
—
—
—
—
—
—
—
—
—
—
—
89,596
—
89,596
353,335
342,834
342,834
471,420
3,872,598
1,594,546
2,438,648
4,111,311
808,735
13,528,078
—
176,869
176,869
81,905
4,445,094
1,299,931
2,111,372
4,389,112
848,497
13,471,746
—
213,600
213,600
146,229
3,872,598
1,594,546
2,438,747
4,111,311
808,735
13,528,177
98,192
180,814
279,006
452,548
4,445,094
1,299,931
2,111,544
4,389,112
848,497
13,471,918
352,204
224,443
576,647
617,649
$
$
$
$
$
377,740
$
— $
377,740
$
—
—
—
99
—
—
99
8,596
3,945
12,541
17,308
29,948
—
—
—
172
—
—
172
9,370
10,843
20,213
—
Trading account securities sold but not yet purchased
$
64,358
64,358
$
— $
—
$
14,666,214
814,254
$
13,831,575
$
20,385
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(12) Fair Value Measurements
The Company’s fixed maturity and equity securities classified as available for sale and its trading account securities are
carried at fair value. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date”. The Company utilizes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to
access at the measurement date.
Level 2 - Quoted prices for similar assets or valuations based on inputs that are observable.
Level 3 - Estimates of fair value based on internal pricing methodologies using unobservable inputs. Unobservable inputs
are only used to measure fair value to the extent that observable inputs are not available.
Substantially all of the Company’s fixed maturity securities were priced by independent pricing services. The prices
provided by the independent pricing services are estimated based on observable market data in active markets utilizing pricing
models and processes, which may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided
markets, benchmark securities, bids, offers, sector groupings, matrix pricing and reference data. The pricing services may
prioritize inputs differently on any given day for any security based on market conditions, and not all inputs are available for
each security evaluation on any given day. The pricing services used by the Company have indicated that they will only produce
an estimate of fair value if objectively verifiable information is available. The determination of whether markets are active or
inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by
pricing services for reasonableness and periodically performs independent price tests of a sample of securities to ensure proper
valuation.
information.
value. For Level 2 securities, the Company utilizes pricing models and processes which may include benchmark yields, sector
groupings, matrix pricing, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, bids, offers and reference
data. Where broker quotes are used, the Company generally requests two or more quotes and sets a price within the range of
quotes received based on its assessment of the credibility of the quote and its own evaluation of the security. The Company
generally does not adjust quotes received from brokers. For securities traded only in private negotiations, the Company
determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of
securities of the same issuer, financial projections, credit quality and business developments of the issuer and other relevant
For Level 3 securities, the Company generally uses a discounted cash flow model to estimate the fair value of fixed
maturity securities. The cash flow models are based upon assumptions as to prevailing credit spreads, interest rate and interest
rate volatility, time to maturity and subordination levels. Projected cash flows are discounted at rates that are adjusted to reflect
illiquidity, where appropriate.
If prices from independent pricing services are not available for fixed maturity securities, the Company estimates the fair
Trading account securities sold but not yet purchased
$
38,120
37,327
$
— $
793
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The following tables present the assets and liabilities measured at fair value as of December 31, 2018 and 2017 by level:
1022849be 10K
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Total
Level 1
Level 2
Level 3
(In thousands)
December 31, 2018
Assets:
Fixed maturity securities available for sale:
U.S. government and government agency
State and municipal
Mortgage-backed securities
Asset-backed securities
Corporate
Foreign government
Total fixed maturity securities available for sale
Equity securities:
Common stocks
Preferred stocks
Total equity securities
Arbitrage trading account
Total
Liabilities:
December 31, 2017
Assets:
Fixed maturity securities available for sale:
U.S. government and government agency
State and municipal
Mortgage-backed securities
Asset-backed securities
Corporate
Foreign government
Total fixed maturity securities available for sale
Equity securities:
Common stocks
Preferred stocks
Total equity securities
Arbitrage trading account
Total
Liabilities:
$
702,240
$
— $
702,240
$
3,872,598
1,594,546
2,438,747
4,111,311
808,735
13,528,177
98,192
180,814
279,006
452,548
$
14,259,731
$
$
—
—
—
—
—
—
89,596
—
89,596
353,335
3,872,598
1,594,546
2,438,648
4,111,311
808,735
13,528,078
—
176,869
176,869
81,905
442,931
$
13,786,852
$
$
377,740
$
— $
377,740
$
4,445,094
1,299,931
2,111,544
4,389,112
848,497
13,471,918
352,204
224,443
576,647
617,649
$
14,666,214
—
—
—
—
—
—
342,834
—
342,834
471,420
4,445,094
1,299,931
2,111,372
4,389,112
848,497
13,471,746
—
213,600
213,600
146,229
$
$
814,254
$
13,831,575
$
20,385
64,358
$
— $
—
—
—
—
99
—
—
99
8,596
3,945
12,541
17,308
29,948
—
—
—
172
—
—
172
9,370
10,843
20,213
—
Trading account securities sold but not yet purchased
$
64,358
74
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The following tables summarize changes in Level 3 assets and liabilities for the years ended December 31, 2018 and 2017:
(13) Reserves for Losses and Loss Expenses
1022849be 10K
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Beginning
Balance
Earnings
(Losses)
Other
Comprehensive
Income
(Losses)
Impairments
Purchases
Sales
Paydowns/
Maturities
Transfers
In / Out
Ending
Balance
Gains (Losses) Included in:
(In thousands)
Year ended December 31, 2018
Assets:
Fixed maturity securities
available for sale:
Asset-backed securities
$
$
172
172
(2) $
(2)
Total
Equity securities:
Common stocks
Preferred stocks
Total
Arbitrage trading account
Total
9,370
10,843
20,213
—
$ 20,385
(548)
100
(448)
(6)
(456) $
$
46
46
—
—
—
46
$
$
— $
—
— $
—
(117) $
(117)
— $ — $
—
—
99
99
—
—
—
—
11,523
—
— $ 11,523
(227)
(6,998)
— (7,225)
(11)
$ (7,353) $
—
1
—
—
—
1
5,802
—
— $ 5,803
8,596
3,945
12,541
17,308
$ 29,948
Year ended December 31, 2017
Assets:
Fixed maturity securities
available for sale:
Asset-backed securities
$
Total
Equity securities:
Common stocks
Preferred stocks
Total
Arbitrage trading account
Total
$
183
183
8,754
3,662
12,416
—
$ 12,599
$
3
3
—
8
8
8
19
$
$
$
34
34
— $
—
— $
—
(48) $
(48)
— $ — $
—
—
172
172
616
—
616
—
650
$
—
—
—
7,173
—
7,173
—
—
— $ 7,173
$
—
—
—
(8)
(56) $
—
—
9,370
—
— 10,843
—
— 20,213
—
—
—
— $ — $ 20,385
For the year ended December 31, 2018, one common stock in the arbitrage trading account was transferred into Level 3
and one common stock was transferred out of Level 3. In the case of the transfer into Level 3, a publicly traded price was no
longer available and in the case of the transfer out, a publicly traded price became available. For the year ended December 31,
2017, there were no transfers in or out of Level 3.
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The Company's reserves for losses and loss expenses are comprised of case reserves and incurred but not reported liabilities
(IBNR). When a claim is reported, a case reserve is established for the estimated ultimate payment based upon known information
about the claim. As more information about the claim becomes available over time, case reserves are adjusted up or down as
appropriate. Reserves are also established on an aggregate basis to provide for IBNR liabilities and expected loss reserve
development on reported claims.
Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an actuarially
derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to derive an
actuarial point estimate for each operating unit. These methods include paid loss development, incurred loss development, paid and
incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where one actuarial method is
considered more credible than the others, that method is used to set the point estimate. The actuarial point estimate may also be based
on a judgmental weighting of estimates produced from each of the methods considered. Industry loss experience is used to
supplement the Company’s own data in selecting “tail factors” in areas where the Company’s own data is limited. The actuarial data
is analyzed by line of business, coverage and accident or policy year, as appropriate, for each operating unit.
The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors that
may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting initiatives,
changes in the mix of business, changes in distribution sources and changes in policy terms and conditions.
The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost inflation,
and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at the time the
business is priced and written, before any actual claims experience has emerged. This expectation is a significant determinant of the
estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios
are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the
type of risks underwritten. Expected loss ratios are estimated for each key line of business within each operating unit. Expected loss
cost inflation is particularly important for the long-tail lines, such as excess casualty, and claims with a high medical component,
such as workers’ compensation. Reported and paid loss emergence patterns are used to project current reported or paid loss amounts
to their ultimate settlement value. Loss development factors are based on the historical emergence patterns of paid and incurred
losses, and are derived from the Company’s own experience and industry data. The paid loss emergence pattern is also significant to
excess and assumed workers’ compensation reserves because those reserves are discounted to their estimated present value based
upon such estimated payout patterns.
Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described in
our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and reported and paid loss
emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure
of the average size of claims. Factors affecting loss frequency include the effectiveness of loss controls and safety programs and
changes in economic activity or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of
inflation and judicial interpretations.
Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between
the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects our ability to
accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well as the amount of
reserves needed for incurred but not reported losses (less IBNR is required for lines with short reporting lags). As a result, loss
reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines with short reporting
lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made) and property business, the
key assumption is the loss emergence pattern used to project ultimate loss estimates from known losses paid or reported to date. For
lines of business with long reporting lags, which include other liability (occurrence), products liability, excess workers’ compensation
and liability reinsurance, the key assumption is the expected loss ratio since there is often little paid or incurred loss data to consider.
Historically, the Company has experienced less variation from its initial loss estimates for lines of businesses with short reporting
lags than for lines of business with long reporting lags.
The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to
the extent necessary, to reflect the latest reported loss data, current trends and other factors observed.
A claim may be defined as an event, as a claimant (number of parties claiming damages from an event) or by exposure type
(e.g., an event may give rise to two parties, each claiming loss for bodily injury and property damage).
The most commonly used claim count method is by event. Most of the Company's operating units use the number of events to
define and quantify the number of claims. However, in certain lines of business, where it is common for multiple parties to claim
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The following tables summarize changes in Level 3 assets and liabilities for the years ended December 31, 2018 and 2017:
Beginning
Balance
Earnings
(Losses)
Impairments
Purchases
Sales
Paydowns/
Maturities
Transfers
In / Out
Ending
Balance
Gains (Losses) Included in:
Other
Comprehensive
Income
(Losses)
Asset-backed securities
$
$
(2) $
$
— $
— $
(117) $
— $ — $
(In thousands)
Year ended December 31, 2018
Assets:
Fixed maturity securities
available for sale:
Total
Equity securities:
Common stocks
Preferred stocks
Arbitrage trading account
Total
Total
Year ended December 31, 2017
Assets:
Fixed maturity securities
available for sale:
Total
Equity securities:
Common stocks
Preferred stocks
Arbitrage trading account
Total
Total
172
172
9,370
10,843
20,213
—
(2)
(548)
100
(448)
(6)
$
183
183
8,754
3,662
12,416
—
—
3
3
8
8
8
$ 20,385
$
(456) $
$
— $ 11,523
$ (7,353) $
— $ 5,803
$ 29,948
46
46
—
—
—
46
$
34
34
616
—
616
—
650
—
—
—
—
—
—
—
—
—
—
—
—
(117)
(227)
(6,998)
— (7,225)
11,523
(11)
—
—
7,173
7,173
—
(48)
—
—
—
(8)
—
1
—
1
5,802
99
99
8,596
3,945
12,541
17,308
172
172
—
—
—
9,370
— 10,843
— 20,213
—
—
—
—
—
—
—
—
—
—
—
Asset-backed securities
$
$
— $
— $
(48) $
— $ — $
$ 12,599
$
19
$
$
— $ 7,173
$
(56) $
— $ — $ 20,385
For the year ended December 31, 2018, one common stock in the arbitrage trading account was transferred into Level 3
and one common stock was transferred out of Level 3. In the case of the transfer into Level 3, a publicly traded price was no
longer available and in the case of the transfer out, a publicly traded price became available. For the year ended December 31,
2017, there were no transfers in or out of Level 3.
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(13) Reserves for Losses and Loss Expenses
The Company's reserves for losses and loss expenses are comprised of case reserves and incurred but not reported liabilities
(IBNR). When a claim is reported, a case reserve is established for the estimated ultimate payment based upon known information
about the claim. As more information about the claim becomes available over time, case reserves are adjusted up or down as
appropriate. Reserves are also established on an aggregate basis to provide for IBNR liabilities and expected loss reserve
development on reported claims.
Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an actuarially
derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to derive an
actuarial point estimate for each operating unit. These methods include paid loss development, incurred loss development, paid and
incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where one actuarial method is
considered more credible than the others, that method is used to set the point estimate. The actuarial point estimate may also be based
on a judgmental weighting of estimates produced from each of the methods considered. Industry loss experience is used to
supplement the Company’s own data in selecting “tail factors” in areas where the Company’s own data is limited. The actuarial data
is analyzed by line of business, coverage and accident or policy year, as appropriate, for each operating unit.
The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors that
may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting initiatives,
changes in the mix of business, changes in distribution sources and changes in policy terms and conditions.
The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost inflation,
and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at the time the
business is priced and written, before any actual claims experience has emerged. This expectation is a significant determinant of the
estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios
are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the
type of risks underwritten. Expected loss ratios are estimated for each key line of business within each operating unit. Expected loss
cost inflation is particularly important for the long-tail lines, such as excess casualty, and claims with a high medical component,
such as workers’ compensation. Reported and paid loss emergence patterns are used to project current reported or paid loss amounts
to their ultimate settlement value. Loss development factors are based on the historical emergence patterns of paid and incurred
losses, and are derived from the Company’s own experience and industry data. The paid loss emergence pattern is also significant to
excess and assumed workers’ compensation reserves because those reserves are discounted to their estimated present value based
upon such estimated payout patterns.
Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described in
our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and reported and paid loss
emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure
of the average size of claims. Factors affecting loss frequency include the effectiveness of loss controls and safety programs and
changes in economic activity or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of
inflation and judicial interpretations.
Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between
the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects our ability to
accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well as the amount of
reserves needed for incurred but not reported losses (less IBNR is required for lines with short reporting lags). As a result, loss
reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines with short reporting
lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made) and property business, the
key assumption is the loss emergence pattern used to project ultimate loss estimates from known losses paid or reported to date. For
lines of business with long reporting lags, which include other liability (occurrence), products liability, excess workers’ compensation
and liability reinsurance, the key assumption is the expected loss ratio since there is often little paid or incurred loss data to consider.
Historically, the Company has experienced less variation from its initial loss estimates for lines of businesses with short reporting
lags than for lines of business with long reporting lags.
The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to
the extent necessary, to reflect the latest reported loss data, current trends and other factors observed.
A claim may be defined as an event, as a claimant (number of parties claiming damages from an event) or by exposure type
(e.g., an event may give rise to two parties, each claiming loss for bodily injury and property damage).
The most commonly used claim count method is by event. Most of the Company's operating units use the number of events to
define and quantify the number of claims. However, in certain lines of business, where it is common for multiple parties to claim
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damages arising from a single event, an operating unit may quantify claims on the basis of the number of separate parties involved in
an event. This may be the case with businesses writing substantial automobile or transportation exposure.
Claim counts for assumed reinsurance will vary based on whether the business is written on a facultative or treaty basis. Further
variability as respects treaty claim counts may be reflective of the nature of the treaty, line of business coverage, and type of
participation such as quota share or excess of loss contracts. Accordingly, the claim counts have been excluded from the below
Reinsurance segment tables due to this variability.
The claim count information set forth in the tables presented below may not provide an accurate reflection of ultimate loss
payouts by product line.
The following tables present undiscounted incurred and paid claims development as of December 31, 2018, net of reinsurance,
as well as cumulative claim frequency and the total of incurred but not reported liabilities (IBNR). The information about incurred
and paid claims development for the years ended December 31, 2009 to 2017 is presented as supplementary information. To enhance
the comparability of the loss development data, the Company has removed the impact of foreign exchange rate movements by using
the December 31, 2018 exchange rate for all periods. Beginning with accident year 2012, the Company's U.K. and European
insurance business is included in the Insurance segment's tables for Other Liability, Professional Liability, Commercial Automobile
and Short-Tail Lines. Prior to 2012, the actuarial analysis for its U.K. and European insurance business was performed on an
underwriting year basis and accident year data is not available for those years.
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Insurance
Other Liability
(In thousands)
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
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As of December 31,
2018
Cumulative
Number of
Reported Claims
23
23
24
24
26
26
26
25
23
18
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
— 951,041
986,792
961,289
964,415
217,570
—
—
—
— 1,018,454
1,011,368
1,019,749
375,609
—
—
— 1,067,376
1,100,243
567,982
—
—
1,104,518
837,548
$
8,326,367
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
$ 689,634 $ 656,788 $ 624,991 $ 599,235 $ 589,659 $ 561,784 $ 557,661 $ 553,058 $ 546,746 $
542,568
$ 18,690
— 612,210
615,797
592,117
590,818
577,679
574,780
573,532
571,305
566,695
26,658
— 665,035
673,730
660,023
659,026
653,864
649,055
645,123
634,264
30,381
— 693,447
702,342
703,118
709,026
713,266
723,610
718,166
47,001
— 751,544
792,464
784,906
784,342
805,288
811,592
78,784
— 847,207
848,947
847,008
851,503
864,157
128,856
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 44,801 $ 122,850 $ 214,498 $ 311,979 $ 385,068 $ 429,128 $ 470,830 $ 486,893 $ 500,953 $
510,474
45,193
128,946
248,698
336,243
417,166
461,442
491,104
508,359
48,825
142,713
266,780
379,845
470,849
524,314
556,110
58,108
158,869
299,842
417,686
513,644
580,750
63,868
189,936
332,871
473,933
589,564
79,078
191,394
338,961
481,039
—
—
—
—
82,829
210,940
382,498
—
—
—
69,620
209,212
—
—
80,174
—
525,016
575,194
622,687
650,428
595,024
538,502
390,552
256,448
87,075
$
4,751,400
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
121,405
Reserves for loss and loss adjustment expenses, net of reinsurance $
3,696,372
79
damages arising from a single event, an operating unit may quantify claims on the basis of the number of separate parties involved in
an event. This may be the case with businesses writing substantial automobile or transportation exposure.
Claim counts for assumed reinsurance will vary based on whether the business is written on a facultative or treaty basis. Further
variability as respects treaty claim counts may be reflective of the nature of the treaty, line of business coverage, and type of
participation such as quota share or excess of loss contracts. Accordingly, the claim counts have been excluded from the below
Reinsurance segment tables due to this variability.
The claim count information set forth in the tables presented below may not provide an accurate reflection of ultimate loss
payouts by product line.
The following tables present undiscounted incurred and paid claims development as of December 31, 2018, net of reinsurance,
as well as cumulative claim frequency and the total of incurred but not reported liabilities (IBNR). The information about incurred
and paid claims development for the years ended December 31, 2009 to 2017 is presented as supplementary information. To enhance
the comparability of the loss development data, the Company has removed the impact of foreign exchange rate movements by using
the December 31, 2018 exchange rate for all periods. Beginning with accident year 2012, the Company's U.K. and European
insurance business is included in the Insurance segment's tables for Other Liability, Professional Liability, Commercial Automobile
and Short-Tail Lines. Prior to 2012, the actuarial analysis for its U.K. and European insurance business was performed on an
underwriting year basis and accident year data is not available for those years.
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Insurance
Other Liability
(In thousands)
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
As of December 31,
2018
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
Cumulative
Number of
Reported Claims
$ 689,634 $ 656,788 $ 624,991 $ 599,235 $ 589,659 $ 561,784 $ 557,661 $ 553,058 $ 546,746 $
542,568
$ 18,690
— 612,210
615,797
592,117
590,818
577,679
574,780
573,532
571,305
566,695
26,658
—
—
—
—
—
—
—
—
— 665,035
673,730
660,023
659,026
653,864
649,055
645,123
634,264
30,381
—
—
—
—
—
—
—
— 693,447
702,342
703,118
709,026
713,266
723,610
718,166
47,001
—
—
—
—
—
—
— 751,544
792,464
784,906
784,342
805,288
811,592
78,784
—
—
—
—
—
— 847,207
848,947
847,008
851,503
864,157
128,856
—
—
—
—
— 951,041
986,792
961,289
964,415
217,570
—
—
—
— 1,018,454
1,011,368
1,019,749
375,609
—
—
— 1,067,376
1,100,243
567,982
—
—
1,104,518
837,548
$
8,326,367
23
23
24
24
26
26
26
25
23
18
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 44,801 $ 122,850 $ 214,498 $ 311,979 $ 385,068 $ 429,128 $ 470,830 $ 486,893 $ 500,953 $
510,474
—
—
—
—
—
—
—
—
—
45,193
128,946
248,698
336,243
417,166
461,442
491,104
508,359
—
—
—
—
—
—
—
—
48,825
142,713
266,780
379,845
470,849
524,314
556,110
—
—
—
—
—
—
—
58,108
158,869
299,842
417,686
513,644
580,750
—
—
—
—
—
—
63,868
189,936
332,871
473,933
589,564
—
—
—
—
—
79,078
191,394
338,961
481,039
—
—
—
—
82,829
210,940
382,498
—
—
—
69,620
209,212
—
—
80,174
—
525,016
575,194
622,687
650,428
595,024
538,502
390,552
256,448
87,075
$
4,751,400
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
121,405
Reserves for loss and loss adjustment expenses, net of reinsurance $
3,696,372
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
78
79
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Primary Workers' Compensation
(In thousands)
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
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Excess Workers' Compensation
(In thousands)
As of December 31,
2018
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
Cumulative
Number of
Reported Claims
$ 327,537 $ 332,303 $ 326,766 $ 386,870 $ 392,158 $ 394,303 $ 392,287 $ 395,288 $ 398,994 $
401,431
$ 10,693
— 358,734
361,808
409,237
418,315
426,622
429,952
429,762
427,698
424,374
13,958
—
—
—
—
—
—
—
—
— 419,364
442,550
454,797
470,026
472,087
474,076
475,729
471,471
17,942
—
—
—
—
—
—
—
— 499,752
499,882
503,956
503,863
509,167
512,707
508,169
26,626
—
—
—
—
—
—
— 551,342
547,295
546,995
543,238
547,000
542,274
35,177
—
—
—
—
—
— 639,436
637,307
627,767
617,242
615,435
57,455
—
—
—
—
— 712,800
690,525
650,997
641,169
83,941
—
—
—
— 702,716
696,339
684,700
117,425
—
—
— 762,093
733,505
191,034
—
—
778,964
359,337
$
5,801,492
43
45
46
48
53
57
58
57
57
53
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 93,647 $ 197,736 $ 257,972 $ 297,079 $ 317,796 $ 333,793 $ 344,771 $ 352,516 $ 360,289 $
364,712
— 107,742
214,034
279,226
317,986
344,631
362,078
374,013
382,665
—
—
—
—
—
—
—
—
— 106,157
234,694
307,873
355,909
385,759
408,304
420,945
—
—
—
—
—
—
—
— 114,998
253,781
339,560
387,368
419,588
437,196
—
—
—
—
—
—
— 117,502
277,538
363,028
414,160
447,894
—
—
—
—
—
— 148,405
319,743
412,611
471,235
—
—
—
—
— 139,320
323,744
421,734
—
—
—
— 142,998
338,835
—
—
— 153,456
—
—
388,405
428,811
451,991
466,580
503,915
477,541
446,072
362,299
171,006
$
4,061,332
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
170,897
Reserves for loss and loss adjustment expenses, net of reinsurance $
1,911,057
As of December 31,
2018
Cumulative
Number of
Reported Claims
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
$ 168,762 $ 153,766 $ 153,912 $ 148,223 $ 148,189 $ 138,765 $ 142,768 $ 134,716 $ 129,249 $
130,790
$ 21,734
— 135,639
123,497
120,272
118,712
100,331
104,732
100,065
94,986
95,374
14,497
88,650
93,993
98,051
87,064
85,299
83,850
78,246
74,109
17,280
72,366
73,230
71,780
73,653
72,441
67,878
69,361
16,293
63,995
48,493
46,025
42,419
38,551
35,120
16,473
63,465
57,558
49,478
45,758
41,671
18,448
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
69,977
57,897
50,099
45,115
25,425
—
—
—
72,657
70,281
71,404
37,500
—
—
76,701
80,508
42,652
—
77,820
46,840
$
721,272
1
1
1
1
1
1
—
—
1
1
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$
5,060 $
8,402 $ 11,037 $ 14,138 $ 20,729 $ 25,272 $ 29,150 $ 33,573 $
37,817 $
41,243
2,867
4,003
2,593
5,571
4,848
1,127
—
—
—
—
—
—
8,701
6,395
6,097
647
—
—
—
—
—
9,084
11,699
14,261
18,821
12,104
15,684
18,638
20,164
9,480
11,167
13,234
15,738
630
358
—
—
—
—
2,158
1,729
2,069
—
—
—
3,008
3,354
2,481
2,498
—
—
3,396
4,175
3,272
4,783
6,282
—
22,355
21,463
17,982
4,418
5,808
4,099
5,573
12,810
6,141
$
141,892
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
740,877
Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,320,257
80
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Primary Workers' Compensation
(In thousands)
As of December 31,
2018
Cumulative
Number of
Reported Claims
43
45
46
48
53
57
58
57
57
53
— 639,436
637,307
627,767
617,242
615,435
57,455
—
—
—
—
— 712,800
690,525
650,997
641,169
83,941
—
—
—
— 702,716
696,339
684,700
117,425
—
—
— 762,093
733,505
191,034
—
—
778,964
359,337
$
5,801,492
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
$ 327,537 $ 332,303 $ 326,766 $ 386,870 $ 392,158 $ 394,303 $ 392,287 $ 395,288 $ 398,994 $
401,431
$ 10,693
— 358,734
361,808
409,237
418,315
426,622
429,952
429,762
427,698
424,374
13,958
— 419,364
442,550
454,797
470,026
472,087
474,076
475,729
471,471
17,942
— 499,752
499,882
503,956
503,863
509,167
512,707
508,169
26,626
— 551,342
547,295
546,995
543,238
547,000
542,274
35,177
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 93,647 $ 197,736 $ 257,972 $ 297,079 $ 317,796 $ 333,793 $ 344,771 $ 352,516 $ 360,289 $
364,712
— 107,742
214,034
279,226
317,986
344,631
362,078
374,013
382,665
— 106,157
234,694
307,873
355,909
385,759
408,304
420,945
— 114,998
253,781
339,560
387,368
419,588
437,196
— 117,502
277,538
363,028
414,160
447,894
— 148,405
319,743
412,611
471,235
—
—
—
—
— 139,320
323,744
421,734
—
—
—
— 142,998
338,835
—
—
— 153,456
—
—
388,405
428,811
451,991
466,580
503,915
477,541
446,072
362,299
171,006
$
4,061,332
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
170,897
Reserves for loss and loss adjustment expenses, net of reinsurance $
1,911,057
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Excess Workers' Compensation
(In thousands)
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
As of December 31,
2018
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
Cumulative
Number of
Reported Claims
$ 168,762 $ 153,766 $ 153,912 $ 148,223 $ 148,189 $ 138,765 $ 142,768 $ 134,716 $ 129,249 $
130,790
$ 21,734
— 135,639
123,497
120,272
118,712
100,331
104,732
100,065
94,986
95,374
14,497
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
88,650
93,993
98,051
87,064
85,299
83,850
78,246
74,109
17,280
—
—
—
—
—
—
—
72,366
73,230
71,780
73,653
72,441
67,878
69,361
16,293
— 63,995
48,493
46,025
42,419
38,551
35,120
16,473
—
—
—
—
—
—
—
—
—
—
63,465
57,558
49,478
45,758
41,671
18,448
—
—
—
—
69,977
57,897
50,099
45,115
25,425
—
—
—
72,657
70,281
71,404
37,500
—
—
76,701
80,508
42,652
—
77,820
46,840
$
721,272
1
1
1
1
1
1
—
—
1
1
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$
5,060 $
8,402 $ 11,037 $ 14,138 $ 20,729 $ 25,272 $ 29,150 $ 33,573 $
37,817 $
41,243
—
—
—
—
—
—
—
—
—
2,867
—
—
—
—
—
—
—
—
4,003
2,593
—
—
—
—
—
—
—
5,571
4,848
1,127
—
—
—
—
—
—
8,701
6,395
6,097
647
—
—
—
—
—
9,084
11,699
14,261
18,821
12,104
15,684
18,638
20,164
9,480
11,167
13,234
15,738
630
358
—
—
—
—
2,158
1,729
2,069
—
—
—
3,008
3,354
2,481
2,498
—
—
3,396
4,175
3,272
4,783
6,282
—
22,355
21,463
17,982
4,418
5,808
4,099
5,573
12,810
6,141
$
141,892
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
740,877
Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,320,257
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
80
81
88
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Professional Liability
(In thousands)
Commercial Automobile
(In thousands)
$ 134,784 $ 139,091 $ 145,515 $ 148,899 $ 147,994 $ 150,452 $ 150,783 $ 153,492 $ 152,711 $
157,451
$
1,087
— 147,649
165,755
179,383
177,957
176,723
172,585
174,883
177,844
— 179,875
165,233
186,918
190,096
177,128
173,545
176,865
— 238,233
241,944
264,808
250,457
238,704
245,076
182,818
175,963
243,893
1,807
3,185
9,507
—
—
—
—
—
—
— 269,280
247,320
242,792
248,974
270,449
279,092
15,395
—
—
—
—
—
— 253,284
246,668
259,964
243,936
239,555
19,315
—
—
—
—
— 259,569
258,251
274,950
276,406
47,934
—
—
—
— 310,678
324,979
361,929
90,872
—
—
— 333,803
333,194
178,091
—
—
335,751
260,095
$
2,586,052
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
As of December 31,
2018
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
Cumulative
Number of
Reported Claims
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
3
4
4
7
7
8
9
10
9
9
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
$ 362,302 $ 345,139 $ 340,967 $ 335,851 $ 337,915 $ 336,855 $ 334,652 $ 335,089 $ 334,977 $
334,926
$
— 310,591
320,098
330,190
328,854
332,716
331,581
330,552
330,263
— 312,224
320,898
328,269
331,694
341,362
341,162
342,052
— 314,073
326,585
342,379
355,433
364,175
364,437
— 326,789
348,513
368,318
376,569
366,976
— 363,308
384,692
418,215
416,194
329,942
343,524
366,662
366,565
413,697
398
372
1,232
1,539
3,013
6,431
—
—
—
—
— 389,101
417,403
423,601
431,857
18,247
—
—
—
— 431,633
431,680
443,030
35,867
—
—
— 430,352
428,601
70,289
—
—
442,862
145,744
$
3,901,666
As of December 31,
2018
Cumulative
Number of
Reported Claims
39
37
37
40
42
45
50
49
44
39
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 12,604 $ 52,583 $ 85,902 $ 117,683 $ 127,728 $ 138,876 $ 143,950 $ 144,713 $ 147,599 $
151,499
—
—
—
—
—
—
—
—
—
14,832
58,916
108,566
129,757
144,474
160,598
165,018
171,330
—
—
—
—
—
—
—
—
18,779
62,442
103,097
134,608
150,840
159,014
167,286
—
—
—
—
—
—
—
21,875
87,008
128,281
159,183
190,295
214,315
—
—
—
—
—
—
24,232
64,030
119,552
177,343
206,655
—
—
—
—
—
19,545
83,856
138,753
176,181
—
—
—
—
20,478
85,561
139,952
—
—
—
28,702
102,853
—
—
36,733
—
178,879
168,874
223,424
248,520
199,245
187,767
202,131
96,814
28,307
$
1,685,460
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 136,433 $ 209,553 $ 257,326 $ 291,925 $ 312,902 $ 328,843 $ 331,482 $ 333,143 $ 333,605 $
333,677
— 136,029
208,790
263,639
295,347
313,253
324,963
326,770
327,206
— 135,350
211,756
262,659
296,332
321,786
333,949
338,283
— 136,844
215,078
273,277
312,178
344,428
355,740
— 142,480
218,005
266,694
322,141
343,274
— 155,065
237,118
328,156
365,424
—
—
—
—
— 159,679
265,396
325,369
—
—
—
— 185,045
280,146
—
—
— 180,627
—
—
327,829
340,319
360,799
353,159
394,147
370,450
342,214
267,469
180,213
$
3,270,276
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
4,198
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
2,482
Reserves for loss and loss adjustment expenses, net of reinsurance $
904,790
Reserves for loss and loss adjustment expenses, net of reinsurance $
633,872
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
82
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1022849be 10K
90
Professional Liability
(In thousands)
Commercial Automobile
(In thousands)
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
As of December 31,
2018
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
As of December 31,
2018
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
Cumulative
Number of
Reported Claims
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
Cumulative
Number of
Reported Claims
— 259,569
258,251
274,950
276,406
47,934
—
—
—
— 310,678
324,979
361,929
90,872
—
—
— 333,803
333,194
178,091
—
—
335,751
260,095
$
2,586,052
$ 134,784 $ 139,091 $ 145,515 $ 148,899 $ 147,994 $ 150,452 $ 150,783 $ 153,492 $ 152,711 $
157,451
$
1,087
— 147,649
165,755
179,383
177,957
176,723
172,585
174,883
177,844
— 179,875
165,233
186,918
190,096
177,128
173,545
176,865
— 238,233
241,944
264,808
250,457
238,704
245,076
182,818
175,963
243,893
1,807
3,185
9,507
— 269,280
247,320
242,792
248,974
270,449
279,092
15,395
— 253,284
246,668
259,964
243,936
239,555
19,315
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 12,604 $ 52,583 $ 85,902 $ 117,683 $ 127,728 $ 138,876 $ 143,950 $ 144,713 $ 147,599 $
151,499
14,832
58,916
108,566
129,757
144,474
160,598
165,018
171,330
18,779
62,442
103,097
134,608
150,840
159,014
167,286
21,875
87,008
128,281
159,183
190,295
214,315
24,232
64,030
119,552
177,343
206,655
19,545
83,856
138,753
176,181
—
—
—
—
20,478
85,561
139,952
—
—
—
28,702
102,853
—
—
36,733
—
178,879
168,874
223,424
248,520
199,245
187,767
202,131
96,814
28,307
$
1,685,460
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
3
4
4
7
7
8
9
10
9
9
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
$ 362,302 $ 345,139 $ 340,967 $ 335,851 $ 337,915 $ 336,855 $ 334,652 $ 335,089 $ 334,977 $
334,926
$
— 310,591
320,098
330,190
328,854
332,716
331,581
330,552
330,263
— 312,224
320,898
328,269
331,694
341,362
341,162
342,052
— 314,073
326,585
342,379
355,433
364,175
364,437
— 326,789
348,513
368,318
376,569
366,976
— 363,308
384,692
418,215
416,194
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 389,101
417,403
423,601
431,857
18,247
—
—
—
— 431,633
431,680
443,030
35,867
—
—
— 430,352
428,601
70,289
—
—
442,862
145,744
$
3,901,666
329,942
343,524
366,662
366,565
413,697
398
372
1,232
1,539
3,013
6,431
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 136,433 $ 209,553 $ 257,326 $ 291,925 $ 312,902 $ 328,843 $ 331,482 $ 333,143 $ 333,605 $
333,677
— 136,029
208,790
263,639
295,347
313,253
324,963
326,770
327,206
—
—
—
—
—
—
—
—
— 135,350
211,756
262,659
296,332
321,786
333,949
338,283
—
—
—
—
—
—
—
— 136,844
215,078
273,277
312,178
344,428
355,740
—
—
—
—
—
—
— 142,480
218,005
266,694
322,141
343,274
—
—
—
—
—
— 155,065
237,118
328,156
365,424
—
—
—
—
— 159,679
265,396
325,369
—
—
—
— 185,045
280,146
—
—
— 180,627
—
—
327,829
340,319
360,799
353,159
394,147
370,450
342,214
267,469
180,213
$
3,270,276
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
4,198
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
2,482
Reserves for loss and loss adjustment expenses, net of reinsurance $
904,790
Reserves for loss and loss adjustment expenses, net of reinsurance $
633,872
82
83
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37
37
40
42
45
50
49
44
39
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Short-tail lines
(In thousands)
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
1022849be 10K
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Reinsurance
Casualty
(In thousands)
As of December 31,
2018
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
Cumulative
Number of
Reported Claims
$ 346,870 $ 335,921 $ 326,440 $ 318,111 $ 318,349 $ 314,290 $ 314,117 $ 314,010 $ 316,220 $
317,098
$
— 385,541
370,291
358,373
355,916
346,226
346,719
346,885
346,463
— 478,556
471,555
463,006
459,814
457,011
450,115
449,320
— 526,312
535,500
535,885
531,729
507,646
506,705
— 572,103
583,603
575,582
553,621
552,137
— 701,335
709,832
664,303
663,282
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 743,872
731,468
727,677
726,606
15,079
—
—
—
— 771,416
774,514
761,891
20,857
—
—
— 750,786
752,193
34,275
—
—
759,340
161,107
$
5,836,156
346,172
451,211
508,565
548,730
664,350
550
833
1,093
3,083
5,740
6,562
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 212,521 $ 291,338 $ 304,634 $ 306,020 $ 309,916 $ 310,428 $ 311,079 $ 311,357 $ 311,655 $
315,966
— 245,036
325,156
337,686
346,768
340,210
342,918
344,102
345,085
—
—
—
—
—
—
—
—
— 303,012
417,701
436,585
440,777
445,073
446,745
447,342
—
—
—
—
—
—
—
— 281,456
453,157
503,364
513,733
498,506
499,446
—
—
—
—
—
—
— 312,945
486,692
534,939
531,386
538,158
—
—
—
—
—
— 371,194
596,829
613,621
633,020
—
—
—
—
— 396,086
612,335
667,846
—
—
—
— 416,144
669,029
—
—
— 444,407
—
—
345,106
450,155
503,738
539,443
648,373
689,875
710,618
688,821
415,206
$
5,307,301
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
2,362
Reserves for loss and loss adjustment expenses, net of reinsurance $
531,217
84
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17,086
18,428
21,264
25,536
33,269
49,301
30,511
62,140
122,752
184,317
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
As of December 31,
2018
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
$ 334,804 $ 328,321 $ 327,236 $ 309,228 $ 301,495 $ 293,275 $ 282,411 $ 288,115 $ 281,592 $
279,372
$
— 290,285
298,300
288,141
276,234
265,771
254,550
251,308
249,062
— 290,635
309,621
304,409
299,628
306,911
303,867
295,576
— 331,603
335,661
331,006
324,014
332,932
335,636
— 319,159
270,221
273,528
283,580
292,447
— 320,250
320,176
319,855
331,836
—
—
—
—
— 259,609
232,203
231,020
—
—
—
— 241,282
253,450
—
—
— 231,826
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 21,332 $ 53,636 $ 85,761 $ 124,030 $ 155,124 $ 181,946 $ 196,775 $ 211,143 $ 221,141 $
228,990
17,964
45,626
77,191
106,381
129,041
149,322
165,027
180,544
17,876
52,365
97,702
134,285
168,244
191,864
207,692
22,390
62,198
111,928
151,635
186,483
219,106
28,920
63,849
109,202
143,268
177,101
21,306
69,134
116,266
155,764
—
—
—
—
—
—
—
—
—
17,865
48,593
91,548
—
—
—
19,923
61,930
—
—
16,493
—
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
369,801
Reserves for loss and loss adjustment expenses, net of reinsurance $
1,512,999
248,145
292,162
333,889
298,061
326,251
253,264
246,235
221,820
221,945
$
2,721,144
190,295
220,011
240,926
204,820
198,993
141,834
100,587
40,338
11,152
$
1,577,946
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
85
18
19
21
25
26
30
32
34
38
36
K
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Short-tail lines
(In thousands)
9
2
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2
2
8
4
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K
Reinsurance
Casualty
(In thousands)
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
$ 346,870 $ 335,921 $ 326,440 $ 318,111 $ 318,349 $ 314,290 $ 314,117 $ 314,010 $ 316,220 $
317,098
$
— 385,541
370,291
358,373
355,916
346,226
346,719
346,885
346,463
— 478,556
471,555
463,006
459,814
457,011
450,115
449,320
— 526,312
535,500
535,885
531,729
507,646
506,705
— 572,103
583,603
575,582
553,621
552,137
— 701,335
709,832
664,303
663,282
346,172
451,211
508,565
548,730
664,350
550
833
1,093
3,083
5,740
6,562
—
—
—
—
— 743,872
731,468
727,677
726,606
15,079
—
—
—
— 771,416
774,514
761,891
20,857
—
—
— 750,786
752,193
34,275
—
—
759,340
161,107
$
5,836,156
As of December 31,
2018
Cumulative
Number of
Reported Claims
18
19
21
25
26
30
32
34
38
36
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 212,521 $ 291,338 $ 304,634 $ 306,020 $ 309,916 $ 310,428 $ 311,079 $ 311,357 $ 311,655 $
315,966
— 245,036
325,156
337,686
346,768
340,210
342,918
344,102
345,085
— 303,012
417,701
436,585
440,777
445,073
446,745
447,342
— 281,456
453,157
503,364
513,733
498,506
499,446
— 312,945
486,692
534,939
531,386
538,158
— 371,194
596,829
613,621
633,020
—
—
—
—
— 396,086
612,335
667,846
—
—
—
— 416,144
669,029
—
—
— 444,407
—
—
345,106
450,155
503,738
539,443
648,373
689,875
710,618
688,821
415,206
$
5,307,301
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
2,362
Reserves for loss and loss adjustment expenses, net of reinsurance $
531,217
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
As of December 31,
2018
17,086
18,428
21,264
25,536
33,269
49,301
30,511
62,140
122,752
184,317
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
$ 334,804 $ 328,321 $ 327,236 $ 309,228 $ 301,495 $ 293,275 $ 282,411 $ 288,115 $ 281,592 $
279,372
$
— 290,285
298,300
288,141
276,234
265,771
254,550
251,308
249,062
—
—
—
—
—
—
—
—
— 290,635
309,621
304,409
299,628
306,911
303,867
295,576
—
—
—
—
—
—
—
— 331,603
335,661
331,006
324,014
332,932
335,636
—
—
—
—
—
—
— 319,159
270,221
273,528
283,580
292,447
—
—
—
—
—
— 320,250
320,176
319,855
331,836
—
—
—
—
— 259,609
232,203
231,020
—
—
—
— 241,282
253,450
—
—
— 231,826
—
—
248,145
292,162
333,889
298,061
326,251
253,264
246,235
221,820
221,945
$
2,721,144
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$ 21,332 $ 53,636 $ 85,761 $ 124,030 $ 155,124 $ 181,946 $ 196,775 $ 211,143 $ 221,141 $
228,990
—
—
—
—
—
—
—
—
—
17,964
45,626
77,191
106,381
129,041
149,322
165,027
180,544
—
—
—
—
—
—
—
—
17,876
52,365
97,702
134,285
168,244
191,864
207,692
—
—
—
—
—
—
—
22,390
62,198
111,928
151,635
186,483
219,106
—
—
—
—
—
—
28,920
63,849
109,202
143,268
177,101
—
—
—
—
—
21,306
69,134
116,266
155,764
—
—
—
—
17,865
48,593
91,548
—
—
—
19,923
61,930
—
—
16,493
—
190,295
220,011
240,926
204,820
198,993
141,834
100,587
40,338
11,152
$
1,577,946
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
369,801
Reserves for loss and loss adjustment expenses, net of reinsurance $
1,512,999
84
85
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Bill Robson
1022849be 10K
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K
0
1
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Property
(In thousands)
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
As of December 31,
2018
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
$ 48,029 $ 43,193 $ 42,352 $ 38,711 $ 38,124 $ 37,505 $ 36,913 $ 36,263 $
35,293 $
35,763
$
58,576
55,647
52,561
51,448
51,500
50,971
50,871
50,699
95,217
87,970
85,118
86,544
85,006
84,739
84,471
— 103,744
94,720
86,426
85,451
83,925
83,938
50,932
84,882
84,875
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 141,298
112,590
114,063
111,915
112,555
111,876
—
—
—
—
—
— 112,987
96,668
97,363
100,148
—
—
—
—
— 127,039
117,582
131,777
—
—
—
— 167,989
174,562
—
—
— 206,604
—
—
99,410
130,452
181,858
200,535
108,281
$
1,088,864
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$
9,766 $ 21,945 $ 28,226 $ 29,444 $ 31,248 $ 31,238 $ 32,540 $ 34,759 $
34,027 $
23,654
37,739
42,413
43,898
44,824
46,419
49,048
49,303
31,478
58,875
73,359
76,010
78,577
81,780
82,322
15,675
51,774
64,238
70,672
77,540
79,099
35,158
50,053
83,401
81,808
—
—
—
—
—
—
—
—
—
—
—
—
—
36,609
74,602
92,646
101,553
104,333
106,051
—
—
—
—
—
38,919
67,000
82,329
88,507
—
—
—
—
53,498
89,228
109,187
—
—
—
78,969
133,653
—
—
72,157
—
91,646
118,686
157,622
141,458
34,125
$
900,008
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
776
Reserves for loss and loss adjustment expenses, net of reinsurance $
189,632
86
93
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Bill Robson
1022849be 10K
amoore
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—
201
314
626
1,192
1,739
4,367
11,130
24,102
40,135
K
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4
8
2
2
0
1
3
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Property
(In thousands)
The reconciliation of the net incurred and paid claims development tables to the reserves for loss and loss adjustment expenses in the
consolidated balance sheet is as follows:
9
4
1
0
2
2
8
4
9
b
e
1
0
K
1022849be 10K
94
Loss and Loss Expenses Incurred, Net of Reinsurance
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
IBNR
$ 48,029 $ 43,193 $ 42,352 $ 38,711 $ 38,124 $ 37,505 $ 36,913 $ 36,263 $
35,293 $
35,763
$
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Total
58,576
55,647
52,561
51,448
51,500
50,971
50,871
50,699
95,217
87,970
85,118
86,544
85,006
84,739
84,471
— 103,744
94,720
86,426
85,451
83,925
83,938
— 141,298
112,590
114,063
111,915
112,555
111,876
— 112,987
96,668
97,363
100,148
— 127,039
117,582
131,777
—
—
—
— 167,989
174,562
—
—
— 206,604
—
—
$
1,088,864
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Cumulative Paid Claims and Claim Adjustment Expenses, Net of Reinsurance
For the Year Ended December 31,
Unaudited
Accident
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
$
9,766 $ 21,945 $ 28,226 $ 29,444 $ 31,248 $ 31,238 $ 32,540 $ 34,759 $
34,027 $
23,654
37,739
42,413
43,898
44,824
46,419
49,048
49,303
31,478
58,875
73,359
76,010
78,577
81,780
82,322
15,675
51,774
64,238
70,672
77,540
79,099
36,609
74,602
92,646
101,553
104,333
106,051
38,919
67,000
82,329
88,507
—
—
—
—
53,498
89,228
109,187
—
—
—
78,969
133,653
—
—
72,157
—
Reserves for loss and loss adjustment expenses before 2009, net of reinsurance
776
Reserves for loss and loss adjustment expenses, net of reinsurance $
189,632
$
900,008
50,932
84,882
84,875
99,410
130,452
181,858
200,535
108,281
35,158
50,053
83,401
81,808
91,646
118,686
157,622
141,458
34,125
As of December 31,
2018
(In thousands)
Undiscounted reserves for loss and loss expenses, net of reinsurance:
Other liability
Primary workers' compensation
Excess workers' compensation
Professional liability
Commercial automobile
Short-tail lines
Other
Insurance
Casualty
Property
Reinsurance
Total undiscounted reserves for loss and loss expenses, net of reinsurance
(In thousands)
Due from reinsurers on unpaid claims:
—
201
314
626
1,192
1,739
4,367
11,130
24,102
40,135
Other liability
Primary workers' compensation
Excess workers' compensation
Professional liability
Commercial automobile
Short-tail lines
Other
Insurance
Casualty
Property
Reinsurance
$
$
$
December 31,
2018
3,696,372
1,911,057
1,320,257
904,790
633,872
531,217
111,779
9,109,344
1,512,999
189,632
1,702,631
10,811,975
December 31,
2018
451,073
374,805
37,405
344,958
15,405
293,376
34,260
1,551,282
116,782
49,501
166,283
Total due from reinsurers on unpaid claims
$
1,717,565
86
87
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1022849be 10K
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Loss reserve discount:
Other liability
Primary workers' compensation
Excess workers' compensation
Professional liability
Commercial automobile
Short-tail lines
Other
Insurance
Casualty
Property
Reinsurance
Total loss reserve discount
Total gross reserves for loss and loss expenses
1022849be 10K
95
December 31,
2018
$
$
$
—
—
(434,302)
—
—
—
—
(434,302)
(128,790)
—
(128,790)
(563,092)
11,966,448
The following is supplementary information regarding average historical claims duration as of December 31, 2018:
Insurance
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance
Years
1
2
3
4
5
6
7
8
9
10
Other liability
8.0%
14.4%
18.4%
16.8%
13.8%
8.2%
5.9%
3.0%
2.8%
1.8%
Primary workers'
compensation
Excess workers'
compensation
Professional
liability
Commercial
automobile
8.7%
22.7%
22.3%
16.6%
9.4%
9.1%
3.5%
1.6%
4.3%
2.5%
39.7%
21.6%
15.6%
10.7%
Short-tail lines
59.6%
29.8%
5.8%
1.6%
6.8%
0.1%
3.5%
0.3%
1.0%
0.4%
0.4%
0.3%
0.2%
—%
—%
1.4%
Reinsurance
Years
Casualty
Property
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance
1
7.2%
35.3%
2
12.5%
32.3%
3
14.6%
14.8%
4
5
6
7
8
9
10
13.3%
11.2%
5.5%
3.9%
9.0%
2.0%
5.9%
3.2%
5.2%
2.7%
3.8%
—%
2.8%
3.2%
The table below provides a reconciliation of the beginning and ending reserve balances:
(In thousands)
Net reserves at beginning of year
Net provision for losses and loss expenses:
Claims occurring during the current year (1)
Increase (decrease) in estimates for claims occurring in prior years (2)
Loss reserve discount accretion
Total
Net payments for claims:
Current year
Prior year
Total
Foreign currency translation
Net reserves at end of year
Ceded reserve at end of year
Gross reserves at end of year
2018
2017
2016
$
10,056,914
$
9,590,265
$
9,244,872
3,926,489
3,963,543
3,826,620
6,831
41,382
(5,165)
43,970
(29,904)
49,084
3,974,702
4,002,348
3,845,800
964,808
2,700,077
3,664,885
(117,848)
10,248,883
1,717,565
1,027,405
2,562,550
3,589,955
54,256
10,056,914
1,613,494
1,052,452
2,401,722
3,454,174
(46,233)
9,590,265
1,606,930
$
11,966,448
$
11,670,408
$
11,197,195
_______________________________________
(1) Claims occurring during the current year are net of loss reserve discounts of $24,381,000, $22,064,000 and $18,929,000 in 2018,
(2) The increase (decrease) in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted basis,
the estimates for claims occurring in prior years decreased by $3,738,000, $32,132,000 and $59,175,000 in 2018, 2017 and 2016,
2017, and 2016, respectively.
respectively.
Insurance - Reserves for the Insurance segment developed favorably by $43 million in 2018. The favorable development was
primarily attributable to workers' compensation business, partially offset by unfavorable development for professional liability
business.
For workers' compensation, the favorable development was spread across many accident years, including prior to 2009, but
was most significant in accident years 2015 through 2017. The favorable workers' compensation development reflects a continuation
during 2018 of the benign loss cost trends experienced during recent years, particularly the favorable claim frequency trends (i.e.,
number of reported claims per unit of exposure). The long term trend of declining workers' compensation frequency can be
attributable to improved workplace safety. Loss severity trends were also aided by our continued investment in claims handling
initiatives such as medical case management services and vendor savings through usage of preferred provider networks. Reported
workers' compensation losses in 2018 continued to be better than our expectations at most of our operating units, and were below the
assumptions underlying our previous reserve estimates.
For professional liability business, adverse development was primarily related to unexpected large directors and officers
(“D&O”) liability losses at one of our U.S. operating units, as well as lawyers professional liability losses at another operating unit.
The adverse development stemmed primarily from accident years 2015 and 2016, and was driven by a higher frequency of large
losses than we had experienced in previous years.
Reinsurance - Reserves for the Reinsurance segment developed unfavorably by $4 million in 2018. The unfavorable
development was primarily due to U.S. casualty facultative business from accident years 2009 and prior related to construction
projects, and was largely offset by favorable development on assumed excess of loss workers compensation business.
22.5%
27.6%
15.6%
9.4%
5.9%
4.0%
2.8%
1.9%
1.6%
1.1%
3.8%
3.3%
2.7%
3.1%
3.0%
3.3%
2.7%
3.3%
3.5%
2.6%
Favorable prior year development (net of additional and return premiums) was $39 million in 2018.
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December 31,
2018
$
$
$
—
—
—
—
—
—
—
(434,302)
(128,790)
(128,790)
(563,092)
11,966,448
(In thousands)
Loss reserve discount:
Other liability
Primary workers' compensation
Excess workers' compensation
Professional liability
Commercial automobile
Short-tail lines
Other
Insurance
Casualty
Property
Reinsurance
Total loss reserve discount
Total gross reserves for loss and loss expenses
The following is supplementary information regarding average historical claims duration as of December 31, 2018:
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance
Years
1
2
3
4
5
6
7
8
9
10
Other liability
8.0%
14.4%
18.4%
16.8%
13.8%
8.2%
5.9%
3.0%
2.8%
1.8%
22.5%
27.6%
15.6%
9.4%
5.9%
4.0%
2.8%
1.9%
1.6%
1.1%
8.7%
22.7%
22.3%
16.6%
9.4%
9.1%
3.5%
1.6%
4.3%
2.5%
39.7%
21.6%
15.6%
10.7%
Short-tail lines
59.6%
29.8%
5.8%
1.6%
6.8%
0.1%
3.5%
0.3%
1.0%
0.4%
0.4%
0.3%
0.2%
—%
—%
1.4%
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance
1
7.2%
35.3%
2
12.5%
32.3%
3
14.6%
14.8%
4
5
6
7
8
9
10
13.3%
11.2%
5.5%
3.9%
9.0%
2.0%
5.9%
3.2%
5.2%
2.7%
3.8%
—%
2.8%
3.2%
Insurance
Primary workers'
compensation
Excess workers'
compensation
Professional
liability
Commercial
automobile
Reinsurance
Years
Casualty
Property
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The table below provides a reconciliation of the beginning and ending reserve balances:
(In thousands)
Net reserves at beginning of year
2018
2017
2016
$
10,056,914
$
9,590,265
$
9,244,872
(434,302)
Net provision for losses and loss expenses:
Claims occurring during the current year (1)
Increase (decrease) in estimates for claims occurring in prior years (2)
Loss reserve discount accretion
Total
Net payments for claims:
Current year
Prior year
Total
Foreign currency translation
Net reserves at end of year
Ceded reserve at end of year
Gross reserves at end of year
3,926,489
3,963,543
3,826,620
6,831
41,382
(5,165)
43,970
(29,904)
49,084
3,974,702
4,002,348
3,845,800
964,808
2,700,077
3,664,885
(117,848)
10,248,883
1,717,565
1,027,405
2,562,550
3,589,955
54,256
10,056,914
1,613,494
1,052,452
2,401,722
3,454,174
(46,233)
9,590,265
1,606,930
$
11,966,448
$
11,670,408
$
11,197,195
_______________________________________
(1) Claims occurring during the current year are net of loss reserve discounts of $24,381,000, $22,064,000 and $18,929,000 in 2018,
2017, and 2016, respectively.
(2) The increase (decrease) in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted basis,
the estimates for claims occurring in prior years decreased by $3,738,000, $32,132,000 and $59,175,000 in 2018, 2017 and 2016,
respectively.
3.8%
3.3%
2.7%
3.1%
3.0%
3.3%
2.7%
3.3%
3.5%
2.6%
Favorable prior year development (net of additional and return premiums) was $39 million in 2018.
Insurance - Reserves for the Insurance segment developed favorably by $43 million in 2018. The favorable development was
primarily attributable to workers' compensation business, partially offset by unfavorable development for professional liability
business.
For workers' compensation, the favorable development was spread across many accident years, including prior to 2009, but
was most significant in accident years 2015 through 2017. The favorable workers' compensation development reflects a continuation
during 2018 of the benign loss cost trends experienced during recent years, particularly the favorable claim frequency trends (i.e.,
number of reported claims per unit of exposure). The long term trend of declining workers' compensation frequency can be
attributable to improved workplace safety. Loss severity trends were also aided by our continued investment in claims handling
initiatives such as medical case management services and vendor savings through usage of preferred provider networks. Reported
workers' compensation losses in 2018 continued to be better than our expectations at most of our operating units, and were below the
assumptions underlying our previous reserve estimates.
For professional liability business, adverse development was primarily related to unexpected large directors and officers
(“D&O”) liability losses at one of our U.S. operating units, as well as lawyers professional liability losses at another operating unit.
The adverse development stemmed primarily from accident years 2015 and 2016, and was driven by a higher frequency of large
losses than we had experienced in previous years.
Reinsurance - Reserves for the Reinsurance segment developed unfavorably by $4 million in 2018. The unfavorable
development was primarily due to U.S. casualty facultative business from accident years 2009 and prior related to construction
projects, and was largely offset by favorable development on assumed excess of loss workers compensation business.
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Favorable prior year development (net of additional and return premiums) was $37 million in 2017.
Insurance - Reserves for the Insurance segment developed favorably by $68 million in 2017. The favorable development was
primarily attributable to workers' compensation business, and was partially offset by unfavorable development for professional
liability business.
For workers' compensation, the favorable development was related to both primary and excess business and was spread across
many accident years, including those prior to 2008, but was most significant in accident years 2014 through 2016. The favorable
workers' compensation development reflects a continuation during 2017 of the generally benign loss cost trends experienced in recent
years, particularly the favorable claim frequency trends (i.e. number of reported claims per unit of exposure). Reported workers'
compensation losses in 2017 continued to be better than our expectations at most of our operating units, and were below the
assumptions underlying our previous reserve estimates. The favorable severity trends were also impacted by our continued
investment in medical case management services and the higher usage of preferred provider networks. The long term trend of
declining workers' compensation frequency can be attributed to improved workplace safety.
For professional liability business, adverse development was primarily related to unexpected large D&O liability losses at one
of our U.S. operating units, and large professional indemnity and D&O losses in the U.K. The adverse development stemmed mainly
from accident years 2013 through 2016 in the U.S. and 2011 through 2016 in the U.K.
Reinsurance - Reserves for the Reinsurance segment developed unfavorably by $31 million in 2017. This adverse
development was due to reserve strengthening associated with claims impacted by the change in the Ogden discount rate in the U.K.,
as well as adverse development on the U.S. facultative casualty excess of loss business. The Ogden rate is the discount rate used to
calculate lump-sum bodily injury payouts in the U.K., and was reduced by the U.K. Ministry of Justice from +2.5% to -0.75% in
2017; the adverse development mostly related to U.K. motor bodily injury claims which we reinsured on an excess of loss basis in
accident years 2012 through 2016. The adverse development on U.S. facultative casualty business was due to construction related
risks in accident years 2008 and prior.
Favorable prior year development (net of additional and return premiums) was $59 million in 2016.
Insurance - Reserves for the Insurance segment developed favorably by $53 million in 2016. The favorable development was
primarily related to workers' compensation business, and was partially offset by unfavorable development for medical professional
liability business.
For workers' compensation, the favorable development was related to both primary and excess business and to many accident
years, including those prior to 2007. During 2016, reported workers' compensation losses continued to be better than our expectations
at most of our operating units. Loss frequency and severity trends continued to be better than the assumptions underlying our
previous reserve estimates. Loss severity trends also benefited from our continued investment in medical case management services
and from our preferred provider networks. The long term trend of declining workers' compensation frequency can be attributed to
improved workplace safety.
For medical professional liability business, unfavorable development was primarily related to a class of business that has been
discontinued. The adverse development for that business stemmed mainly from accident years 2010 through 2015.
Reinsurance - Reserves for the Reinsurance segment developed favorably by $6 million in 2016. The favorable development
was primarily related to direct facultative reinsurance business and to accident years 2008 through 2014.
Environmental and Asbestos — To date, known environmental and asbestos claims have not had a material impact on the
Company’s operations, because its subsidiaries generally did not insure large industrial companies that are subject to significant
environmental or asbestos exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language.
The Company’s net reserves for losses and loss expenses relating to asbestos and environmental claims on policies written
before adoption of the absolute exclusion was $28 million at December 31, 2018 and $30 million at December 31, 2017. The
estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to make an
actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these exposures and the
potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of litigating the legal issues.
Additionally, the determination of ultimate damages and the final allocation of such damages to financially responsible parties are
highly uncertain.
Discounting — The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’
compensation reserves that were discounted was $1,793 million and $1,855 million at December 31, 2018 and 2017, respectively.
The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $563 million and $591 million at
90
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December 31, 2018 and 2017, respectively. At December 31, 2018, discount rates by year ranged from 2.0% to 6.5%, with a
weighted average discount rate of 3.8%.
Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2018) are
excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities
supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates
determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for
the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss
reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The
expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience.
The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing
approximately 3% of total discounted reserves at December 31, 2018), including reserves for quota share reinsurance and reserves
related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or permitted by the
Department of Insurance of the State of Delaware.
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Favorable prior year development (net of additional and return premiums) was $37 million in 2017.
Insurance - Reserves for the Insurance segment developed favorably by $68 million in 2017. The favorable development was
9
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December 31, 2018 and 2017, respectively. At December 31, 2018, discount rates by year ranged from 2.0% to 6.5%, with a
weighted average discount rate of 3.8%.
primarily attributable to workers' compensation business, and was partially offset by unfavorable development for professional
Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2018) are
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excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities
supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates
determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for
the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss
reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The
expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience.
The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing
approximately 3% of total discounted reserves at December 31, 2018), including reserves for quota share reinsurance and reserves
related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or permitted by the
Department of Insurance of the State of Delaware.
liability business.
For workers' compensation, the favorable development was related to both primary and excess business and was spread across
many accident years, including those prior to 2008, but was most significant in accident years 2014 through 2016. The favorable
workers' compensation development reflects a continuation during 2017 of the generally benign loss cost trends experienced in recent
years, particularly the favorable claim frequency trends (i.e. number of reported claims per unit of exposure). Reported workers'
compensation losses in 2017 continued to be better than our expectations at most of our operating units, and were below the
assumptions underlying our previous reserve estimates. The favorable severity trends were also impacted by our continued
investment in medical case management services and the higher usage of preferred provider networks. The long term trend of
declining workers' compensation frequency can be attributed to improved workplace safety.
For professional liability business, adverse development was primarily related to unexpected large D&O liability losses at one
of our U.S. operating units, and large professional indemnity and D&O losses in the U.K. The adverse development stemmed mainly
from accident years 2013 through 2016 in the U.S. and 2011 through 2016 in the U.K.
Reinsurance - Reserves for the Reinsurance segment developed unfavorably by $31 million in 2017. This adverse
development was due to reserve strengthening associated with claims impacted by the change in the Ogden discount rate in the U.K.,
as well as adverse development on the U.S. facultative casualty excess of loss business. The Ogden rate is the discount rate used to
calculate lump-sum bodily injury payouts in the U.K., and was reduced by the U.K. Ministry of Justice from +2.5% to -0.75% in
2017; the adverse development mostly related to U.K. motor bodily injury claims which we reinsured on an excess of loss basis in
accident years 2012 through 2016. The adverse development on U.S. facultative casualty business was due to construction related
risks in accident years 2008 and prior.
Favorable prior year development (net of additional and return premiums) was $59 million in 2016.
Insurance - Reserves for the Insurance segment developed favorably by $53 million in 2016. The favorable development was
primarily related to workers' compensation business, and was partially offset by unfavorable development for medical professional
liability business.
For workers' compensation, the favorable development was related to both primary and excess business and to many accident
years, including those prior to 2007. During 2016, reported workers' compensation losses continued to be better than our expectations
at most of our operating units. Loss frequency and severity trends continued to be better than the assumptions underlying our
previous reserve estimates. Loss severity trends also benefited from our continued investment in medical case management services
and from our preferred provider networks. The long term trend of declining workers' compensation frequency can be attributed to
improved workplace safety.
For medical professional liability business, unfavorable development was primarily related to a class of business that has been
discontinued. The adverse development for that business stemmed mainly from accident years 2010 through 2015.
Reinsurance - Reserves for the Reinsurance segment developed favorably by $6 million in 2016. The favorable development
was primarily related to direct facultative reinsurance business and to accident years 2008 through 2014.
Environmental and Asbestos — To date, known environmental and asbestos claims have not had a material impact on the
Company’s operations, because its subsidiaries generally did not insure large industrial companies that are subject to significant
environmental or asbestos exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language.
The Company’s net reserves for losses and loss expenses relating to asbestos and environmental claims on policies written
before adoption of the absolute exclusion was $28 million at December 31, 2018 and $30 million at December 31, 2017. The
estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to make an
actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these exposures and the
potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of litigating the legal issues.
Additionally, the determination of ultimate damages and the final allocation of such damages to financially responsible parties are
highly uncertain.
Discounting — The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’
compensation reserves that were discounted was $1,793 million and $1,855 million at December 31, 2018 and 2017, respectively.
The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $563 million and $591 million at
90
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(14) Reinsurance
The following table presents the amounts due from reinsurers as of December 31, 2018:
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The Company reinsures a portion of its insurance exposures in order to reduce its net liability on individual risks and
catastrophe losses. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and nature
of loss. The Company’s reinsurance purchases include the following: property reinsurance treaties that reduce exposure to large
individual property losses and catastrophe events; casualty reinsurance treaties that reduce its exposure to large individual
casualty losses, workers’ compensation catastrophe losses and casualty losses involving multiple claimants or insureds; and
facultative reinsurance that reduces exposure on individual policies or risks for losses that exceed treaty reinsurance capacity.
Depending on the operating unit, the Company purchases specific additional reinsurance to supplement the above programs.
The following is a summary of reinsurance financial information:
(In thousands)
Written premiums:
Direct
Assumed
Ceded
Total net written premiums
Earned premiums:
Direct
Assumed
Ceded
Total net earned premiums
Ceded losses and loss expenses incurred
Ceded commission earned
2018
2017
2016
$ 6,973,216
$ 6,726,029
$ 6,647,600
729,278
(1,269,267)
$ 6,433,227
750,934
(1,216,455)
$ 6,260,508
896,101
(1,119,788)
$ 6,423,913
$ 6,851,795
$ 6,661,046
$ 6,492,240
755,759
(1,236,049)
$ 6,371,505
812,309
(1,161,936)
$ 6,311,419
900,570
(1,099,462)
$ 6,293,348
$
$
829,742
268,037
$
$
601,769
241,983
$
$
707,336
201,957
The Company reinsures a portion of its exposures principally to reduce its net liability on individual risks and to protect
against catastrophic losses. Estimated amounts due from reinsurers are reported net of reserves for uncollectible reinsurance of
$946,965, $1,010,000 and $1,049,000 as of December 31, 2018, 2017 and 2016, respectively.
(In thousands)
Lloyd’s of London
Munich Re
Alleghany Group
Swiss Re
Partner Re
Berkshire Hathaway
Axis Capital
Hannover Re Group
Everest Re
Korean Re
Renaissance Re
Liberty Mutual
Qatar Re GRP
Chubb Limited
Arch Capital Group
Other reinsurers less than $20,000
Subtotal
Total
Residual market pools
$
215,370
164,131
150,438
150,280
103,837
87,314
85,377
77,351
62,113
52,746
39,944
32,118
27,731
24,628
21,260
289,305
1,583,943
348,348
$
1,932,291
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(14) Reinsurance
The Company reinsures a portion of its insurance exposures in order to reduce its net liability on individual risks and
catastrophe losses. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and nature
of loss. The Company’s reinsurance purchases include the following: property reinsurance treaties that reduce exposure to large
individual property losses and catastrophe events; casualty reinsurance treaties that reduce its exposure to large individual
casualty losses, workers’ compensation catastrophe losses and casualty losses involving multiple claimants or insureds; and
facultative reinsurance that reduces exposure on individual policies or risks for losses that exceed treaty reinsurance capacity.
Depending on the operating unit, the Company purchases specific additional reinsurance to supplement the above programs.
The following is a summary of reinsurance financial information:
(In thousands)
Written premiums:
Direct
Assumed
Ceded
Earned premiums:
Direct
Assumed
Ceded
Total net written premiums
Total net earned premiums
Ceded losses and loss expenses incurred
Ceded commission earned
2018
2017
2016
$ 6,973,216
$ 6,726,029
$ 6,647,600
729,278
750,934
896,101
(1,269,267)
(1,216,455)
(1,119,788)
$ 6,433,227
$ 6,260,508
$ 6,423,913
$ 6,851,795
$ 6,661,046
$ 6,492,240
755,759
812,309
900,570
(1,236,049)
(1,161,936)
(1,099,462)
$ 6,371,505
$ 6,311,419
$ 6,293,348
$
$
829,742
268,037
$
$
601,769
241,983
$
$
707,336
201,957
The Company reinsures a portion of its exposures principally to reduce its net liability on individual risks and to protect
against catastrophic losses. Estimated amounts due from reinsurers are reported net of reserves for uncollectible reinsurance of
$946,965, $1,010,000 and $1,049,000 as of December 31, 2018, 2017 and 2016, respectively.
1
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The following table presents the amounts due from reinsurers as of December 31, 2018:
(In thousands)
Lloyd’s of London
Munich Re
Alleghany Group
Swiss Re
Partner Re
Berkshire Hathaway
Axis Capital
Hannover Re Group
Everest Re
Korean Re
Renaissance Re
Liberty Mutual
Qatar Re GRP
Chubb Limited
Arch Capital Group
Other reinsurers less than $20,000
Subtotal
Residual market pools
Total
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$
215,370
164,131
150,438
150,280
103,837
87,314
85,377
77,351
62,113
52,746
39,944
32,118
27,731
24,628
21,260
289,305
1,583,943
348,348
$
1,932,291
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(15) Indebtedness
(16) Income Taxes
Indebtedness consisted of the following as of December 31, 2018 (the difference between the face value and the carrying
Income tax expense (benefit) consists of:
value is unamortized discount and debt issuance costs):
(In thousands)
Senior notes due on:
August 15, 2019
September 15, 2019
September 15, 2020
January 1, 2022
March 15, 2022
February 15, 2037
August 1, 2044
Subsidiary debt (1) (2)
Total senior notes and other debt
Subordinated debentures due on:
April 30, 2053
March 1, 2056
June 1, 2056
March 30, 2058
Interest Rate
Face Value
2018
2017
Carrying Value
6.15%
7.375%
5.375%
8.7%
4.625%
6.25%
4.75%
Various
$
140,651
$
140,568
$
300,000
300,000
76,503
350,000
250,000
350,000
123,992
299,816
299,420
76,273
348,670
248,006
345,283
123,992
140,434
299,562
299,083
76,210
348,252
247,896
345,099
12,516
$ 1,891,146
$ 1,882,028
$ 1,769,052
5.625%
$
350,000
$
341,097
$
5.9%
5.75%
5.70%
110,000
290,000
185,000
106,159
281,551
178,684
340,838
106,055
281,325
—
Total subordinated debentures
$
935,000
$
907,491
$
728,218
________________
(1) Subsidiary debt is due as follows: $7 million in 2019, $15 million in 2020, and $102 million in 2028.
(2) Includes non-recourse loan in the amount of $102 million secured by an office building. See Note 8, Real Estate, for more
details.
(In thousands)
December 31, 2018
Domestic
Foreign
Total expense (benefit)
December 31, 2017
Domestic
Foreign
Total expense (benefit)
December 31, 2016
Domestic
Foreign
Total expense
(In thousands)
Computed “expected” tax expense
Tax-exempt investment income
Change in valuation allowance
Impact of foreign tax rates
State and local taxes
Impact of change in U.S. tax rate
Other, net
Total expense
Current
Expense
(Benefit)
Deferred
Expense
(Benefit)
Total
$
$
$
$
$
$
188,712
13,963
202,675
225,694
8,803
234,497
259,539
23,634
283,173
$
$
$
$
$
$
(63,134) $
125,578
23,487
37,450
(39,647) $
163,028
(27,601) $
198,093
12,537
21,340
(15,064) $
219,433
3,355
6,425
9,780
$
$
262,894
30,059
292,953
2018
2017
2016
$
170,540
$
270,470
$
313,753
(18,833)
18,576
7,683
3,901
(10,950)
(7,889)
(37,209)
11,161
3,508
1,644
(30,531)
390
(37,379)
1,420
1,984
7,748
—
5,427
$
163,028
$
219,433
$
292,953
Income before income taxes from domestic operations was $755 million, $797 million and $837 million for the years
ended December 31, 2018, 2017 and 2016, respectively. Income (loss) before income taxes from foreign operations was $57
million, ($25) million and $59 million for the years ended December 31, 2018, 2017 and 2016, respectively.
A reconciliation of the income tax expense and the amounts computed by applying the Federal and foreign income tax rate
of 21% for 2018 and 35% for 2017 and 2016 to pre-tax income are as follows:
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(15) Indebtedness
value is unamortized discount and debt issuance costs):
(In thousands)
Senior notes due on:
August 15, 2019
September 15, 2019
September 15, 2020
January 1, 2022
March 15, 2022
February 15, 2037
August 1, 2044
Subsidiary debt (1) (2)
Total senior notes and other debt
Subordinated debentures due on:
April 30, 2053
March 1, 2056
June 1, 2056
March 30, 2058
Total subordinated debentures
________________
details.
Interest Rate
Face Value
2018
2017
Carrying Value
6.15%
7.375%
5.375%
8.7%
4.625%
6.25%
4.75%
Various
5.9%
5.75%
5.70%
$
140,651
$
140,568
$
300,000
300,000
76,503
350,000
250,000
350,000
123,992
299,816
299,420
76,273
348,670
248,006
345,283
123,992
$ 1,891,146
$ 1,882,028
$ 1,769,052
5.625%
$
350,000
$
341,097
$
110,000
290,000
185,000
106,159
281,551
178,684
$
935,000
$
907,491
$
728,218
140,434
299,562
299,083
76,210
348,252
247,896
345,099
12,516
340,838
106,055
281,325
—
(1) Subsidiary debt is due as follows: $7 million in 2019, $15 million in 2020, and $102 million in 2028.
(2) Includes non-recourse loan in the amount of $102 million secured by an office building. See Note 8, Real Estate, for more
Indebtedness consisted of the following as of December 31, 2018 (the difference between the face value and the carrying
Income tax expense (benefit) consists of:
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(16) Income Taxes
(In thousands)
December 31, 2018
Domestic
Foreign
Total expense (benefit)
December 31, 2017
Domestic
Foreign
Total expense (benefit)
December 31, 2016
Domestic
Foreign
Total expense
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Current
Expense
(Benefit)
Deferred
Expense
(Benefit)
Total
$
$
$
$
$
$
188,712
13,963
202,675
225,694
8,803
234,497
259,539
23,634
283,173
$
$
$
$
$
$
(63,134) $
23,487
(39,647) $
125,578
37,450
163,028
(27,601) $
12,537
(15,064) $
198,093
21,340
219,433
3,355
6,425
9,780
$
$
262,894
30,059
292,953
Income before income taxes from domestic operations was $755 million, $797 million and $837 million for the years
ended December 31, 2018, 2017 and 2016, respectively. Income (loss) before income taxes from foreign operations was $57
million, ($25) million and $59 million for the years ended December 31, 2018, 2017 and 2016, respectively.
A reconciliation of the income tax expense and the amounts computed by applying the Federal and foreign income tax rate
of 21% for 2018 and 35% for 2017 and 2016 to pre-tax income are as follows:
(In thousands)
Computed “expected” tax expense
Tax-exempt investment income
Change in valuation allowance
Impact of foreign tax rates
State and local taxes
Impact of change in U.S. tax rate
Other, net
Total expense
2018
170,540
(18,833)
18,576
7,683
3,901
(10,950)
(7,889)
163,028
$
$
$
2017
270,470
(37,209)
11,161
3,508
1,644
(30,531)
390
$
2016
313,753
(37,379)
1,420
1,984
7,748
—
5,427
$
219,433
$
292,953
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At December 31, 2018 and 2017, the tax effects of differences that give rise to significant portions of the deferred tax asset
(17) Dividends from Subsidiaries and Statutory Financial Information
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and deferred tax liability are as follows:
(In thousands)
Deferred tax asset:
Loss reserve discounting
Unearned premiums
Net operating losses
Other-than-temporary impairments
Employee compensation plans
Other
Gross deferred tax asset
Less valuation allowance
Deferred tax asset
Deferred tax liability:
Amortization of intangibles
Loss reserve discounting - transition rule
Deferred policy acquisition costs
Unrealized investment gains
Property, furniture and equipment
Investment funds
Other
Deferred tax liability
Net deferred tax (asset) liability
2018
2017
$
130,513
$
70,206
112,190
110,854
37,463
9,910
56,027
58,809
404,912
(35,195)
369,717
13,641
41,088
99,293
35,430
39,239
51,712
53,824
33,043
8,204
59,037
49,346
330,690
(16,619)
314,071
12,826
—
100,020
151,162
31,865
41,104
63,858
334,227
(35,490) $
400,835
86,764
$
The Company had a current tax receivable of $0.7 million and a payable of $11.3 million at December 31, 2018 and 2017,
respectively. At December 31, 2018, the Company had foreign net operating loss carryforwards of $8.8 million that expire
beginning in 2027, and an additional $181.0 million that have no expiration date. At December 31, 2018, the Company had a
valuation allowance of $35.2 million, as compared to $16.6 million at December 31, 2017. The Company has provided a
valuation allowance against the utilization of foreign tax credits and the future net operating loss carryforward benefits of
certain foreign operations. The statute of limitations has closed for the Company’s U.S. Federal tax returns through
December 31, 2013.
The realization of the deferred tax asset is dependent upon the Company’s ability to generate sufficient taxable income in
future periods. Based on historical results and the prospects for future current operations, management anticipates that it is
more likely than not that future taxable income will be sufficient for the realization of this asset.
The Tax Cuts and Jobs Act of 2017 (the "Tax Act") was enacted on December 22, 2017. The Tax Act provides for a
reduction of the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. In 2018, the Company reported a
net tax rate reduction benefit in the amount of $11.0 million. Additionally, the U.S. tax law requires insurance reserves to be
discounted for tax purposes. The Tax Act modified this computation. At the end of 2018, the IRS issued revised discount factors
to be applied to the 2017 reserves. This increased the beginning of year 2018 deferred tax asset for loss reserve discounting by
$47 million. Under the related transition rule, a deferred tax liability was established which will be included in taxable income
over eight years beginning in 2018.
The Tax Act included a global intangible low-taxed income tax ("GILTI"). The Company has made an accounting policy
election to treat any GILTI taxes as a current period expense when incurred (the "period cost method"). The 2018 tax provision
includes a GILTI tax of $2.8 million as a current tax expense.
The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $70 million of
its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the
future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial.
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The Company’s insurance subsidiaries are restricted by law as to the amount of dividends they may pay without the
approval of regulatory authorities. The Company’s lead insurer, Berkley Insurance Company ("BIC"), directly or indirectly
owns all of the Company’s other insurance companies. During 2019, the maximum amount of dividends that can be paid by
BIC without such approval is approximately $1.1 billion.
BIC’s combined net income and statutory capital and surplus, as determined in accordance with statutory accounting
practices (SAP), are as follows:
(In thousands)
Net income
Statutory capital and surplus
2018
2017
2016
$ 1,099,953
$
698,862
$
702,830
$ 5,587,930
$ 5,479,603
$ 5,493,044
The significant variances between SAP and GAAP are that for statutory purposes bonds are carried at amortized cost,
unrealized gains and losses on equity securities are recorded in surplus, acquisition costs are charged to income as incurred,
deferred Federal income taxes are subject to limitations, excess and assumed workers’ compensation reserves are discounted at
different discount rates and certain assets designated as “non-admitted assets” are charged against surplus. The Commissioner
of Insurance of the State of Delaware has allowed BIC to discount non-tabular workers' compensation loss reserves, which is a
permitted practice that differs from SAP. The effect of using this permitted practice was an increase to BIC’s statutory capital
and surplus by $282 million at December 31, 2018.
The National Association of Insurance Commissioners (“NAIC”) has risk-based capital (“RBC”) requirements that require
insurance companies to calculate and report information under a risk-based formula which measures statutory capital and
surplus needs based on a regulatory definition of risk in a company’s mix of products and its balance sheet. This guidance is
used to calculate two capital measurements: Total Adjusted Capital and RBC Authorized Control Level. Total Adjusted Capital
is equal to the Company’s statutory capital and surplus excluding capital and surplus derived from the use of permitted
practices that differ from statutory accounting practices. RBC Authorized Control Level is the capital level used by regulatory
authorities to determine whether remedial action is required. Generally, no remedial action is required if Total Adjusted Capital
is 200% or more of the RBC Authorized Control Level. At December 31, 2018, BIC’s Total Adjusted Capital of $5.306 billion
was 384% of its RBC Authorized Control Level.
See Note 3, Investments in Fixed Maturity Securities, for a description of assets held on deposit as security.
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At December 31, 2018 and 2017, the tax effects of differences that give rise to significant portions of the deferred tax asset
and deferred tax liability are as follows:
(In thousands)
Deferred tax asset:
Loss reserve discounting
Unearned premiums
Net operating losses
Other-than-temporary impairments
Employee compensation plans
Other
Gross deferred tax asset
Less valuation allowance
Deferred tax asset
Deferred tax liability:
Amortization of intangibles
Loss reserve discounting - transition rule
Deferred policy acquisition costs
Unrealized investment gains
Property, furniture and equipment
Investment funds
Other
Deferred tax liability
Net deferred tax (asset) liability
The Company had a current tax receivable of $0.7 million and a payable of $11.3 million at December 31, 2018 and 2017,
respectively. At December 31, 2018, the Company had foreign net operating loss carryforwards of $8.8 million that expire
beginning in 2027, and an additional $181.0 million that have no expiration date. At December 31, 2018, the Company had a
valuation allowance of $35.2 million, as compared to $16.6 million at December 31, 2017. The Company has provided a
valuation allowance against the utilization of foreign tax credits and the future net operating loss carryforward benefits of
certain foreign operations. The statute of limitations has closed for the Company’s U.S. Federal tax returns through
December 31, 2013.
The realization of the deferred tax asset is dependent upon the Company’s ability to generate sufficient taxable income in
future periods. Based on historical results and the prospects for future current operations, management anticipates that it is
more likely than not that future taxable income will be sufficient for the realization of this asset.
The Tax Cuts and Jobs Act of 2017 (the "Tax Act") was enacted on December 22, 2017. The Tax Act provides for a
reduction of the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. In 2018, the Company reported a
net tax rate reduction benefit in the amount of $11.0 million. Additionally, the U.S. tax law requires insurance reserves to be
discounted for tax purposes. The Tax Act modified this computation. At the end of 2018, the IRS issued revised discount factors
to be applied to the 2017 reserves. This increased the beginning of year 2018 deferred tax asset for loss reserve discounting by
$47 million. Under the related transition rule, a deferred tax liability was established which will be included in taxable income
over eight years beginning in 2018.
The Tax Act included a global intangible low-taxed income tax ("GILTI"). The Company has made an accounting policy
election to treat any GILTI taxes as a current period expense when incurred (the "period cost method"). The 2018 tax provision
includes a GILTI tax of $2.8 million as a current tax expense.
The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $70 million of
its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the
future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial.
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2018
2017
$
130,513
$
70,206
112,190
110,854
37,463
9,910
56,027
58,809
404,912
(35,195)
369,717
13,641
41,088
99,293
35,430
39,239
51,712
53,824
33,043
8,204
59,037
49,346
330,690
(16,619)
314,071
12,826
—
100,020
151,162
31,865
41,104
63,858
334,227
400,835
$
(35,490) $
86,764
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(17) Dividends from Subsidiaries and Statutory Financial Information
The Company’s insurance subsidiaries are restricted by law as to the amount of dividends they may pay without the
approval of regulatory authorities. The Company’s lead insurer, Berkley Insurance Company ("BIC"), directly or indirectly
owns all of the Company’s other insurance companies. During 2019, the maximum amount of dividends that can be paid by
BIC without such approval is approximately $1.1 billion.
BIC’s combined net income and statutory capital and surplus, as determined in accordance with statutory accounting
practices (SAP), are as follows:
(In thousands)
Net income
Statutory capital and surplus
2018
$ 1,099,953
$ 5,587,930
2017
698,862
$
$ 5,479,603
2016
702,830
$
$ 5,493,044
The significant variances between SAP and GAAP are that for statutory purposes bonds are carried at amortized cost,
unrealized gains and losses on equity securities are recorded in surplus, acquisition costs are charged to income as incurred,
deferred Federal income taxes are subject to limitations, excess and assumed workers’ compensation reserves are discounted at
different discount rates and certain assets designated as “non-admitted assets” are charged against surplus. The Commissioner
of Insurance of the State of Delaware has allowed BIC to discount non-tabular workers' compensation loss reserves, which is a
permitted practice that differs from SAP. The effect of using this permitted practice was an increase to BIC’s statutory capital
and surplus by $282 million at December 31, 2018.
The National Association of Insurance Commissioners (“NAIC”) has risk-based capital (“RBC”) requirements that require
insurance companies to calculate and report information under a risk-based formula which measures statutory capital and
surplus needs based on a regulatory definition of risk in a company’s mix of products and its balance sheet. This guidance is
used to calculate two capital measurements: Total Adjusted Capital and RBC Authorized Control Level. Total Adjusted Capital
is equal to the Company’s statutory capital and surplus excluding capital and surplus derived from the use of permitted
practices that differ from statutory accounting practices. RBC Authorized Control Level is the capital level used by regulatory
authorities to determine whether remedial action is required. Generally, no remedial action is required if Total Adjusted Capital
is 200% or more of the RBC Authorized Control Level. At December 31, 2018, BIC’s Total Adjusted Capital of $5.306 billion
was 384% of its RBC Authorized Control Level.
See Note 3, Investments in Fixed Maturity Securities, for a description of assets held on deposit as security.
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(18) Common Stockholders’ Equity
(20) Lease Obligations
The weighted average number of shares used in the computation of net income per share was as follows:
The Company and its subsidiaries use office space and equipment under leases expiring at various dates. These leases are
Basic
Diluted
2018
126,698,927
2017
124,843,240
2016
122,650,997
128,263,558
129,017,613
128,552,838
considered operating leases for financial reporting purposes. Some of these leases have options to extend the length of the
leases and contain clauses for cost of living, operating expense and real estate tax adjustments. Future minimum lease
payments, without provision for sublease income, are: $46,592,000 in 2019; $43,504,000 in 2020; $39,061,000 in 2021;
$34,444,000 in 2022, $30,881,000 in 2023 and $75,740,000 thereafter. Rental expense was $45,778,000, $52,925,000, and
$47,453,000 for 2018, 2017, and 2016 respectively.
Treasury shares have been excluded from average outstanding shares from the date of acquisition. The weighted average
number of basic shares outstanding includes the impact of 4,926,521 common shares held in a grantor trust. The common
shares held in the grantor trust are for delivery upon settlement of vested but mandatorily deferred restricted stock units
("RSUs"). Shares held by the grantor trust do not affect diluted shares outstanding since shares deliverable under vested RSUs
were already included in diluted shares outstanding. The difference in calculating basic and diluted net income per share is
attributable entirely to the dilutive effect of stock-based compensation plans. Changes in shares of common stock outstanding,
net of treasury shares, are presented below. Shares of common stock issued and outstanding do not include shares related to
unissued restricted stock units (including shares held in the grantor trust).
Balance, beginning of year
Shares issued
Shares repurchased
Balance, end of year
2018
121,514,852
838,508
(357,600)
121,995,760
2017
121,193,599
1,052,256
(731,003)
121,514,852
2016
123,307,837
281,654
(2,395,892)
121,193,599
The amount of dividends paid is dependent upon factors such as the receipt of dividends from our subsidiaries, our results
of operations, cash flow, financial condition and business needs, the capital and surplus requirements of our subsidiaries, and
applicable insurance regulations that limit the amount of dividends that may be paid by our regulated insurance subsidiaries.
(21) Commitments, Litigation and Contingent Liabilities
In the ordinary course of business, the Company is subject to disputes, litigation and arbitration arising from its insurance
and reinsurance businesses. These matters are generally related to insurance and reinsurance claims and are considered in the
establishment of loss and loss expense reserves. In addition, the Company may also become involved in legal actions which
seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in handling of insurance
claims. The Company expects its ultimate liability with respect to such matters will not be material to its financial condition.
However, adverse outcomes on such matters are possible, from time to time, and could be material to the Company’s results of
operations in any particular financial reporting period.
At December 31, 2018, the Company had commitments to invest up to $270.2 million and $253.4 million in certain
investment funds and real estate construction projects, respectively.
(22) Stock Incentive Plan
Pursuant to the Company's stock incentive plan, the Company may issue restricted stock units ("RSUs") to employees of
the Company and its subsidiaries. The RSUs generally vest three to five years from the award date and are subject to other
vesting and forfeiture provisions contained in the award agreement. The following table summarizes RSU information for the
three years ended December 31, 2018:
(19) Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of
December 31, 2018 and 2017:
RSUs granted and unvested at beginning of period:
(In thousands)
Assets:
2018
2017
Carrying
Value
Fair Value
Carrying
Value
Fair Value
Fixed maturity securities
Equity securities
Arbitrage trading account
Loans receivable
Cash and cash equivalents
Trading accounts receivable from brokers and clearing organizations
$ 13,606,812
279,006
452,548
94,813
817,602
347,228
$ 13,619,620
279,006
452,548
97,073
817,602
347,228
$ 13,551,250
576,647
617,649
79,684
950,471
189,280
$ 13,566,976
576,647
617,649
82,047
950,471
189,280
Liabilities:
Due to broker
Trading account securities sold but not yet purchased
Subordinated debentures
Senior notes and other debt
20,144
38,120
907,491
1,882,028
20,144
38,120
840,002
1,968,996
15,920
64,358
728,218
1,769,052
15,920
64,358
769,060
1,945,313
The estimated fair values of the Company’s fixed maturity securities, equity securities available for sale and arbitrage
trading account securities are based on various valuation techniques that rely on fair value measurements as described in Note
12 above. The fair value of loans receivable is estimated by using current institutional purchaser yield requirements for loans
with similar credit characteristics, which is considered a Level 2 input. The fair value of the senior notes and other debt and the
subordinated debentures is based on spreads for similar securities, which is considered a Level 2 input.
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Upon vesting, shares of the Company’s common stock equal to the number of vested RSUs are issued or deferred to a later
date, depending on the terms of the specific award agreement. As of December 31, 2018, 4,709,318 RSUs had been deferred.
RSUs that have not yet vested and vested RSUs that have been deferred are not considered to be issued and outstanding shares.
The fair value of RSUs at the date of grant are recorded as unearned compensation, a component of stockholders’ equity, and
expensed over the vesting period. Following is a summary of changes in unearned compensation for the three years ended
Granted
Vested
Canceled
RSUs granted and unvested at end of period:
December 31, 2018:
(In thousands)
RSUs expensed
RSUs forfeitures
Unearned compensation at beginning of year
RSUs granted, net of cancellations
Unearned compensation at end of year
2018
2017
2016
3,477,981
4,862,098
4,158,325
760,032
855,984
1,000,559
(600,169)
(1,993,507)
(77,250)
(263,411)
(246,594)
(219,536)
3,374,433
3,477,981
4,862,098
2018
2017
2016
$
122,910
$
115,965
$
103,538
52,204
(34,408)
(11,037)
52,897
(38,796)
(7,156)
52,697
(35,585)
(4,685)
$
129,669
$
122,910
$
115,965
(18) Common Stockholders’ Equity
Basic
Diluted
Treasury shares have been excluded from average outstanding shares from the date of acquisition. The weighted average
number of basic shares outstanding includes the impact of 4,926,521 common shares held in a grantor trust. The common
shares held in the grantor trust are for delivery upon settlement of vested but mandatorily deferred restricted stock units
("RSUs"). Shares held by the grantor trust do not affect diluted shares outstanding since shares deliverable under vested RSUs
were already included in diluted shares outstanding. The difference in calculating basic and diluted net income per share is
attributable entirely to the dilutive effect of stock-based compensation plans. Changes in shares of common stock outstanding,
net of treasury shares, are presented below. Shares of common stock issued and outstanding do not include shares related to
unissued restricted stock units (including shares held in the grantor trust).
Balance, beginning of year
Shares issued
Shares repurchased
Balance, end of year
2018
2017
2016
121,514,852
121,193,599
123,307,837
838,508
1,052,256
281,654
(357,600)
(731,003)
(2,395,892)
121,995,760
121,514,852
121,193,599
The amount of dividends paid is dependent upon factors such as the receipt of dividends from our subsidiaries, our results
of operations, cash flow, financial condition and business needs, the capital and surplus requirements of our subsidiaries, and
applicable insurance regulations that limit the amount of dividends that may be paid by our regulated insurance subsidiaries.
(19) Fair Value of Financial Instruments
December 31, 2018 and 2017:
(In thousands)
Assets:
Fixed maturity securities
Equity securities
Arbitrage trading account
Loans receivable
Cash and cash equivalents
Trading accounts receivable from brokers and clearing organizations
Liabilities:
Due to broker
Trading account securities sold but not yet purchased
Subordinated debentures
Senior notes and other debt
2018
2017
Carrying
Value
Fair Value
Fair Value
Carrying
Value
$ 13,606,812
$ 13,619,620
$ 13,551,250
$ 13,566,976
279,006
452,548
94,813
817,602
347,228
20,144
38,120
907,491
279,006
452,548
97,073
817,602
347,228
20,144
38,120
840,002
576,647
617,649
79,684
950,471
189,280
15,920
64,358
728,218
576,647
617,649
82,047
950,471
189,280
15,920
64,358
769,060
1,882,028
1,968,996
1,769,052
1,945,313
The estimated fair values of the Company’s fixed maturity securities, equity securities available for sale and arbitrage
trading account securities are based on various valuation techniques that rely on fair value measurements as described in Note
12 above. The fair value of loans receivable is estimated by using current institutional purchaser yield requirements for loans
with similar credit characteristics, which is considered a Level 2 input. The fair value of the senior notes and other debt and the
subordinated debentures is based on spreads for similar securities, which is considered a Level 2 input.
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The weighted average number of shares used in the computation of net income per share was as follows:
The Company and its subsidiaries use office space and equipment under leases expiring at various dates. These leases are
2018
2017
2016
126,698,927
124,843,240
122,650,997
128,263,558
129,017,613
128,552,838
considered operating leases for financial reporting purposes. Some of these leases have options to extend the length of the
leases and contain clauses for cost of living, operating expense and real estate tax adjustments. Future minimum lease
payments, without provision for sublease income, are: $46,592,000 in 2019; $43,504,000 in 2020; $39,061,000 in 2021;
$34,444,000 in 2022, $30,881,000 in 2023 and $75,740,000 thereafter. Rental expense was $45,778,000, $52,925,000, and
$47,453,000 for 2018, 2017, and 2016 respectively.
(21) Commitments, Litigation and Contingent Liabilities
In the ordinary course of business, the Company is subject to disputes, litigation and arbitration arising from its insurance
and reinsurance businesses. These matters are generally related to insurance and reinsurance claims and are considered in the
establishment of loss and loss expense reserves. In addition, the Company may also become involved in legal actions which
seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in handling of insurance
claims. The Company expects its ultimate liability with respect to such matters will not be material to its financial condition.
However, adverse outcomes on such matters are possible, from time to time, and could be material to the Company’s results of
operations in any particular financial reporting period.
At December 31, 2018, the Company had commitments to invest up to $270.2 million and $253.4 million in certain
investment funds and real estate construction projects, respectively.
(22) Stock Incentive Plan
Pursuant to the Company's stock incentive plan, the Company may issue restricted stock units ("RSUs") to employees of
the Company and its subsidiaries. The RSUs generally vest three to five years from the award date and are subject to other
vesting and forfeiture provisions contained in the award agreement. The following table summarizes RSU information for the
three years ended December 31, 2018:
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of
RSUs granted and unvested at beginning of period:
Granted
Vested
Canceled
RSUs granted and unvested at end of period:
2018
3,477,981
760,032
(600,169)
(263,411)
3,374,433
2017
4,862,098
855,984
(1,993,507)
(246,594)
3,477,981
2016
4,158,325
1,000,559
(77,250)
(219,536)
4,862,098
Upon vesting, shares of the Company’s common stock equal to the number of vested RSUs are issued or deferred to a later
date, depending on the terms of the specific award agreement. As of December 31, 2018, 4,709,318 RSUs had been deferred.
RSUs that have not yet vested and vested RSUs that have been deferred are not considered to be issued and outstanding shares.
The fair value of RSUs at the date of grant are recorded as unearned compensation, a component of stockholders’ equity, and
expensed over the vesting period. Following is a summary of changes in unearned compensation for the three years ended
December 31, 2018:
(In thousands)
Unearned compensation at beginning of year
RSUs granted, net of cancellations
RSUs expensed
RSUs forfeitures
Unearned compensation at end of year
2018
122,910
52,204
(34,408)
(11,037)
129,669
$
$
2017
115,965
52,897
(38,796)
(7,156)
122,910
$
$
2016
103,538
52,697
(35,585)
(4,685)
115,965
$
$
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(23) Compensation Plans
(25) Industry Segments
The Company and its subsidiaries have profit sharing plans in which substantially all employees participate. The plans
The Company’s reportable segments include the following two business segments, plus a corporate segment:
provide for minimum annual contributions of 5% of eligible compensation; contributions above the minimum are discretionary
and vary with each participating subsidiary’s profitability. Employees become eligible to participate in the plan on the first day
of the calendar quarter following the first full calendar quarter after the employee's date of hire provided the employee has
completed 250 hours of service during the calendar quarter. The plans provide that 40% of the contributions vest immediately
and that the remaining 60% vest at varying percentages based upon years of service. Profit sharing expense was $42 million,
$42 million and $39 million in 2018, 2017 and 2016, respectively.
• Insurance - predominantly commercial insurance business, including excess and surplus lines, admitted lines and
specialty personal lines throughout the United States, as well as insurance business in the United Kingdom, Continental
Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia.
• Reinsurance - reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom,
Continental Europe, Australia, the Asia-Pacific region and South Africa.
The Company has a long-term incentive compensation plan ("LTIP") that provides for compensation to key executives
The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
based on the growth in the Company's book value per share over a five year period.
Income tax expense and benefits are calculated based upon the Company’s overall effective tax rate.
The following table summarizes the outstanding LTIP awards as of December 31, 2018:
2014 grant
2015 grant
2016 grant
2017 grant
2018 grant
Units Outstanding
Maximum Value
Inception to date earned
through December 31, 2018
on outstanding units
181,750 $
18,175,000 $
194,750
217,500
223,250
222,750
19,475,000
21,750,000
22,325,000
22,750,000
15,328,795
15,272,295
12,371,400
7,822,680
4,316,895
The following table summarizes the LTIP expense for each of the three years ended December 31, 2018:
(In thousands)
2011 grant
2013 grant
2014 grant
2015 grant
2016 grant
2017 grant
2018 grant
Total
(24) Supplemental Financial Statement Data
Other operating costs and expenses consist of the following:
(In thousands)
Amortization of deferred policy acquisition costs
Insurance operating expenses
Insurance service expenses
Net foreign currency (gains) losses
Other costs and expenses
Total
100
2018
2017
2016
$
— $
— $
(1,124)
3,227
5,170
5,148
4,700
7,667
3,167
3,667
3,601
3,162
(82)
8,918
3,503
4,072
4,002
—
4,317
21,438
$
—
21,264
$
—
20,413
$
2018
915,246
2017
$ 1,111,489
2016
$ 1,155,954
$
1,183,635
118,357
(27,067)
193,050
989,535
129,776
15,267
190,865
933,249
138,908
(11,904)
179,412
$ 2,383,221
$ 2,436,932
$ 2,395,619
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Summary financial information about the Company’s reporting segments is presented in the following table. Income before
income taxes by segment includes allocated investment income. Identifiable assets by segment are those assets used in or
allocated to the operation of each segment.
Year ended December 31, 2018
(In thousands)
Insurance
Reinsurance
Corporate, other and eliminations (2)
Net investment gains
Consolidated
Year ended December 31, 2017
Insurance
Reinsurance
Corporate, other and eliminations (2)
Net investment gains
Consolidated
Year ended December 31, 2016
Insurance
Reinsurance
Corporate, other and eliminations (2)
Net investment gains
Consolidated
Revenues
Earned
Premiums
Investment
Income
Other
Total (1)
$ 5,864,981
$
518,733
$
72,727
$ 6,456,441
$
856,011
$
682,028
506,524
—
—
94,291
61,211
—
—
418,696
154,488
600,815
479,907
154,488
$ 6,371,505
$
674,235
$
645,911
$ 7,691,651
$
812,094
$
Net
Income
(Loss)
to Common
Stockholders
Pre-Tax
Income
(Loss)
62,144
50,144
(260,549)
(213,469)
154,488
122,046
640,749
$ 5,706,443
$
436,178
$
86,864
$ 6,229,485
$
756,153
$
535,186
604,976
—
—
91,146
48,464
—
—
374,835
335,858
696,122
423,299
335,858
(15,276)
(303,965)
335,858
(5,131)
(199,269)
218,308
$ 6,311,419
$
575,788
$
797,557
$ 7,684,764
$
772,770
$
549,094
$ 5,618,842
$
431,489
$
97,879
$ 6,148,210
$
799,139
$
534,613
674,506
—
—
102,617
30,057
—
—
431,789
267,005
777,123
461,846
267,005
98,277
68,400
(267,983)
(174,650)
267,005
173,553
$ 6,293,348
$
564,163
$
796,673
$ 7,654,184
$
896,438
$
601,916
(23) Compensation Plans
provide for minimum annual contributions of 5% of eligible compensation; contributions above the minimum are discretionary
and vary with each participating subsidiary’s profitability. Employees become eligible to participate in the plan on the first day
of the calendar quarter following the first full calendar quarter after the employee's date of hire provided the employee has
completed 250 hours of service during the calendar quarter. The plans provide that 40% of the contributions vest immediately
and that the remaining 60% vest at varying percentages based upon years of service. Profit sharing expense was $42 million,
$42 million and $39 million in 2018, 2017 and 2016, respectively.
The following table summarizes the outstanding LTIP awards as of December 31, 2018:
Units Outstanding
Maximum Value
181,750 $
18,175,000 $
194,750
217,500
223,250
222,750
19,475,000
21,750,000
22,325,000
22,750,000
Inception to date earned
through December 31, 2018
on outstanding units
15,328,795
15,272,295
12,371,400
7,822,680
4,316,895
The following table summarizes the LTIP expense for each of the three years ended December 31, 2018:
2014 grant
2015 grant
2016 grant
2017 grant
2018 grant
(In thousands)
2011 grant
2013 grant
2014 grant
2015 grant
2016 grant
2017 grant
2018 grant
Total
2018
2017
2016
$
— $
— $
(82)
(1,124)
3,227
5,170
5,148
4,700
4,317
7,667
3,167
3,667
3,601
3,162
—
8,918
3,503
4,072
4,002
—
—
$
21,438
$
21,264
$
20,413
2018
2017
2016
$
915,246
$ 1,111,489
$ 1,155,954
1,183,635
118,357
(27,067)
193,050
989,535
129,776
15,267
190,865
933,249
138,908
(11,904)
179,412
$ 2,383,221
$ 2,436,932
$ 2,395,619
(24) Supplemental Financial Statement Data
Other operating costs and expenses consist of the following:
(In thousands)
Amortization of deferred policy acquisition costs
Insurance operating expenses
Insurance service expenses
Net foreign currency (gains) losses
Other costs and expenses
Total
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The Company and its subsidiaries have profit sharing plans in which substantially all employees participate. The plans
The Company’s reportable segments include the following two business segments, plus a corporate segment:
• Insurance - predominantly commercial insurance business, including excess and surplus lines, admitted lines and
specialty personal lines throughout the United States, as well as insurance business in the United Kingdom, Continental
Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia.
• Reinsurance - reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom,
Continental Europe, Australia, the Asia-Pacific region and South Africa.
The Company has a long-term incentive compensation plan ("LTIP") that provides for compensation to key executives
The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
based on the growth in the Company's book value per share over a five year period.
Income tax expense and benefits are calculated based upon the Company’s overall effective tax rate.
Summary financial information about the Company’s reporting segments is presented in the following table. Income before
income taxes by segment includes allocated investment income. Identifiable assets by segment are those assets used in or
allocated to the operation of each segment.
(In thousands)
Year ended December 31, 2018
Insurance
Reinsurance
Corporate, other and eliminations (2)
Net investment gains
Consolidated
Year ended December 31, 2017
Insurance
Reinsurance
Corporate, other and eliminations (2)
Net investment gains
Revenues
Earned
Premiums
Investment
Income
Other
Total (1)
Net
Income
(Loss)
to Common
Stockholders
Pre-Tax
Income
(Loss)
$ 5,864,981
506,524
—
—
$ 6,371,505
$
$
518,733
94,291
61,211
—
674,235
$
$
72,727
—
$ 6,456,441
600,815
418,696
154,488
645,911
479,907
154,488
$ 7,691,651
$
$
856,011
62,144
(260,549)
154,488
812,094
$ 5,706,443
$
436,178
$
86,864
$ 6,229,485
$
604,976
—
—
91,146
48,464
—
—
374,835
335,858
696,122
423,299
335,858
756,153
(15,276)
(303,965)
335,858
$
$
$
682,028
50,144
(213,469)
122,046
640,749
535,186
(5,131)
(199,269)
218,308
Consolidated
$ 6,311,419
$
575,788
$
797,557
$ 7,684,764
$
772,770
$
549,094
Year ended December 31, 2016
Insurance
Reinsurance
Corporate, other and eliminations (2)
Net investment gains
$ 5,618,842
$
431,489
$
97,879
$ 6,148,210
$
799,139
$
534,613
674,506
—
—
102,617
30,057
—
—
431,789
267,005
777,123
461,846
267,005
98,277
(267,983)
267,005
68,400
(174,650)
173,553
Consolidated
$ 6,293,348
$
564,163
$
796,673
$ 7,654,184
$
896,438
$
601,916
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Identifiable Assets
(In thousands)
Insurance
Reinsurance
Corporate, other and eliminations (2)
Consolidated
December 31,
2018
2017
$ 19,634,329
$ 19,263,193
2,951,115
2,310,533
3,169,731
1,866,993
$ 24,895,977
$ 24,299,917
_______________________________________
(1) Revenues for Insurance includes $714.2 million, $688.2 million and $733.3 million in 2018, 2017 and 2016, respectively,
from foreign countries. Revenues for Reinsurance includes $228.1 million, $201.3 million and $200.5 million in 2018, 2017
and 2016, respectively, from foreign countries.
(2) Corporate, other and eliminations represent corporate revenues and expenses and other items that are not allocated to
business segments.
Net premiums earned by major line of business are as follows:
(In thousands)
Insurance
Other liability
Workers' compensation
Short-tail lines
Commercial automobile
Professional liability
Total Insurance
Reinsurance
Casualty
Property
Total Reinsurance
Total
2018
2017
2016
$ 1,912,071
$ 1,843,826
$ 1,761,748
1,489,805
1,481,507
1,402,611
1,184,755
1,149,977
1,237,917
722,236
556,114
685,263
545,870
684,626
531,940
5,864,981
5,706,443
5,618,842
362,886
143,638
506,524
377,650
227,326
604,976
405,470
269,036
674,506
$ 6,371,505
$ 6,311,419
$ 6,293,348
(26) Quarterly Financial Information (Unaudited)
The following is a summary of quarterly financial data:
(In thousands, except per share data)
Three months ended
Net income per share (1)
Revenues
Net income
Basic (2)
Diluted
Revenues
Net income
Basic (2)
Diluted
Net income per share (1)
March 31
June 30
September 30
December 31
$
1,891,247
$
1,910,916
$
1,937,902
$
1,951,586
166,397
180,075
161,920
132,357
1.32
1.30
1.28
1.26
1.04
1.03
2018
1.42
1.40
2017
$
1,870,418
$
1,848,049
$
2,031,342
$
1,934,956
123,447
109,004
162,054
154,589
1.01
0.96
0.87
0.85
1.29
1.26
1.22
1.21
Three months ended
March 31
June 30
September 30
December 31
_______________________________________
(1) Net income per share (“EPS”) in each quarter is computed using the weighted-average number of shares outstanding during
that quarter, while EPS for the full year is computed using the weighted-average number of shares outstanding during the year.
Thus, the sum of the four quarters EPS does not necessarily equal the full-year EPS.
(2) Basic shares outstanding includes shares held in a grantor trust.
(27) Subsequent Event
issued on April 2, 2019.
On February 21, 2019, the Company announced that its Board of Directors approved a 3-for-2 common stock
split to be paid in the form of a stock dividend to holders of record on March 14, 2019. The additional shares are expected to be
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2018
2017
$ 19,634,329
$ 19,263,193
2,951,115
2,310,533
3,169,731
1,866,993
$ 24,895,977
$ 24,299,917
Identifiable Assets
(In thousands)
Insurance
Reinsurance
Consolidated
Corporate, other and eliminations (2)
_______________________________________
(1) Revenues for Insurance includes $714.2 million, $688.2 million and $733.3 million in 2018, 2017 and 2016, respectively,
from foreign countries. Revenues for Reinsurance includes $228.1 million, $201.3 million and $200.5 million in 2018, 2017
and 2016, respectively, from foreign countries.
(2) Corporate, other and eliminations represent corporate revenues and expenses and other items that are not allocated to
Net premiums earned by major line of business are as follows:
business segments.
(In thousands)
Insurance
Other liability
Workers' compensation
Short-tail lines
Commercial automobile
Professional liability
Total Insurance
Reinsurance
Casualty
Property
Total
Total Reinsurance
2018
2017
2016
$ 1,912,071
$ 1,843,826
$ 1,761,748
1,489,805
1,481,507
1,402,611
1,184,755
1,149,977
1,237,917
722,236
556,114
685,263
545,870
684,626
531,940
5,864,981
5,706,443
5,618,842
362,886
143,638
506,524
377,650
227,326
604,976
405,470
269,036
674,506
$ 6,371,505
$ 6,311,419
$ 6,293,348
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(26) Quarterly Financial Information (Unaudited)
The following is a summary of quarterly financial data:
(In thousands, except per share data)
Three months ended
Revenues
Net income
Net income per share (1)
Basic (2)
Diluted
Three months ended
Revenues
Net income
Net income per share (1)
Basic (2)
Diluted
2018
March 31
June 30
September 30
December 31
$
1,891,247
$
1,910,916
$
1,937,902
$
1,951,586
166,397
180,075
161,920
132,357
1.32
1.30
1.42
1.40
2017
1.28
1.26
1.04
1.03
March 31
June 30
September 30
December 31
$
1,870,418
$
1,848,049
$
2,031,342
$
1,934,956
123,447
109,004
162,054
154,589
1.01
0.96
0.87
0.85
1.29
1.26
1.22
1.21
_______________________________________
(1) Net income per share (“EPS”) in each quarter is computed using the weighted-average number of shares outstanding during
that quarter, while EPS for the full year is computed using the weighted-average number of shares outstanding during the year.
Thus, the sum of the four quarters EPS does not necessarily equal the full-year EPS.
(2) Basic shares outstanding includes shares held in a grantor trust.
(27) Subsequent Event
On February 21, 2019, the Company announced that its Board of Directors approved a 3-for-2 common stock
split to be paid in the form of a stock dividend to holders of record on March 14, 2019. The additional shares are expected to be
issued on April 2, 2019.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The Company's management, including its Chief Executive Officer and Chief Financial Officer, have conducted an
evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b)
as of the end of the period covered by this annual report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company has in place effective controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports it files or submits under the Exchange Act and the rules
thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and
forms.
During the quarter ended December 31, 2018, there have been no changes in our internal controls over financial
reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial
reporting.
Management's Report On Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework, our
management concluded that our internal control over financial reporting was effective as of December 31, 2018.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
W. R. Berkley Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited W. R. Berkley Corporation and Subsidiaries’ (the “Company”) internal control over financial reporting as of
December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated
statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year
period ended December 31, 2018, and the related notes and financial statement schedules II to VI (collectively, the
"consolidated financial statements”), and our report dated February 22, 2019 expressed an unqualified opinion on those
consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
104
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February 22, 2019
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The Company's management, including its Chief Executive Officer and Chief Financial Officer, have conducted an
evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b)
as of the end of the period covered by this annual report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company has in place effective controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports it files or submits under the Exchange Act and the rules
thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and
During the quarter ended December 31, 2018, there have been no changes in our internal controls over financial
reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial
forms.
reporting.
Management's Report On Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework, our
management concluded that our internal control over financial reporting was effective as of December 31, 2018.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
W. R. Berkley Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited W. R. Berkley Corporation and Subsidiaries’ (the “Company”) internal control over financial reporting as of
December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated
statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year
period ended December 31, 2018, and the related notes and financial statement schedules II to VI (collectively, the
"consolidated financial statements”), and our report dated February 22, 2019 expressed an unqualified opinion on those
consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/S/ KPMG LLP
105
New York, New York
February 22, 2019
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ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
(a) Security ownership of certain beneficial owners
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
(b) Security ownership of management
(c) Changes in control
(d) Equity compensation plan information
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
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ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
(a) Security ownership of certain beneficial owners
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
(b) Security ownership of management
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
(c) Changes in control
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
(d) Equity compensation plan information
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange
Commission within 120 days after December 31, 2018, and which is incorporated herein by reference.
106
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Index to Financial Statements
The schedules to the consolidated financial statements listed below should be read in conjunction with the consolidated
financial statements included in this Annual Report on Form 10-K. Financial statement schedules not included in this Annual
Report on Form 10-K have been omitted because they are not applicable or required information is shown in the financial
statements or notes thereto.
Index to Financial Statement Schedules
Schedule II — Condensed Financial Information of Registrant
Schedule III — Supplementary Insurance Information
Schedule IV — Reinsurance
Schedule V — Valuation and Qualifying Accounts
Schedule VI — Supplementary Information Concerning Property — Casualty Insurance Operations
Page
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(b) Exhibits
Number
EXHIBITS
(3.1)
The Company’s Restated Certificate of Incorporation, as amended through May 10, 2004 (incorporated by reference
to Exhibits 3.1 and 3.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the
Commission on August 6, 2003).
(3.2)
Amendment, dated May 11, 2004, to the Company’s Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3.2 of the Company’s Quarterly report on Form 10-Q (File No. 1-15202) filed with the
Commission on August 5, 2004).
(3.3)
Amendment, dated May 16, 2006, to the Company’s Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the
Commission on May 17, 2006).
(3.4)
Amended and Restated By-Laws (incorporated by reference to Exhibit 3 (ii) of the Company’s Current Report on
Form 8-K (File No. 1-15202) filed with the Commission on August 5, 2015).
(4.1)
Indenture, dated as of February 14, 2003, between the Company and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K (File No. 1-15202) filed
with the Commission of March 31, 2003).
(4.2)
(4.3)
(4.4)
(4.5)
(4.6)
(4.7)
Third Supplemental Indenture, dated as of August 24, 2004, between the Company and The Bank of New York, as
Trustee, relating to $150,000,000 principal amount of the Company’s 6.150% Senior Notes due 2019, including
form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form
10-K (File No. 1-15202) filed with the Commission on March 14, 2005).
Fifth Supplemental Indenture, dated as of February 9, 2007, between the Company and The Bank of New York, as
Trustee, relating to $250,000,000 principal amount of the Company’s 6.25% Senior Notes due 2037, including form
of the Notes as Exhibit A (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K
(File No. 1-15202) filed with the Commission on March 1, 2007).
Sixth Supplemental Indenture, dated as of September 14, 2009, between the Company and The Bank of New York
Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 7.375% Senior Notes due 2019,
including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report
on Form 10-K (File No. 1-15202) filed with the Commission on February 26, 2010).
Seventh Supplemental Indenture, dated as of September 16, 2010, between the Company and The Bank of New
York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 5.375% Senior Notes due
2020, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company’s Current
Report on Form 8-K (File No. 1-15202) filed with the Commission on September 16, 2010).
Eighth Supplemental Indenture, dated as of March 16, 2012, between the Company and The Bank of New York
Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.625% Senior Notes due 2022,
including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report
on Form 8-K (File No. 1-15202) filed with the Commission on March 16, 2012).
Ninth Supplemental Indenture, dated as of August 6, 2014, between the Company and The Bank of New York
Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.75% Senior Notes due 2044,
including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report
on Form 8-K (File No. 1-15202) filed with the Commission on August 6, 2014).
(4.8)
Subordinated Indenture, dated as of May 2, 2013, between the Company and The Bank of New York Mellon, as
Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 1-15202)
filed with the Commission on May 2, 2013).
(4.9)
First Supplemental Indenture, dated as of May 2, 2013, between the Company and The Bank of New York Mellon,
as Trustee, relating to $350,000,000 principal amount of the Company's 5.625% Subordinated Debentures due 2053,
including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current
Report on Form 8-K (File No. 1-15202) filed with the Commission on May 2, 2013).
109
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Index to Financial Statements
The schedules to the consolidated financial statements listed below should be read in conjunction with the consolidated
financial statements included in this Annual Report on Form 10-K. Financial statement schedules not included in this Annual
Report on Form 10-K have been omitted because they are not applicable or required information is shown in the financial
statements or notes thereto.
Index to Financial Statement Schedules
Schedule II — Condensed Financial Information of Registrant
Schedule III — Supplementary Insurance Information
Schedule IV — Reinsurance
Schedule V — Valuation and Qualifying Accounts
Schedule VI — Supplementary Information Concerning Property — Casualty Insurance Operations
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(b) Exhibits
EXHIBITS
Number
(3.1)
(3.2)
(3.3)
(3.4)
(4.1)
(4.2)
(4.3)
(4.4)
(4.5)
(4.6)
(4.7)
(4.8)
(4.9)
The Company’s Restated Certificate of Incorporation, as amended through May 10, 2004 (incorporated by reference
to Exhibits 3.1 and 3.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the
Commission on August 6, 2003).
Amendment, dated May 11, 2004, to the Company’s Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3.2 of the Company’s Quarterly report on Form 10-Q (File No. 1-15202) filed with the
Commission on August 5, 2004).
Amendment, dated May 16, 2006, to the Company’s Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the
Commission on May 17, 2006).
Amended and Restated By-Laws (incorporated by reference to Exhibit 3 (ii) of the Company’s Current Report on
Form 8-K (File No. 1-15202) filed with the Commission on August 5, 2015).
Indenture, dated as of February 14, 2003, between the Company and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K (File No. 1-15202) filed
with the Commission of March 31, 2003).
Third Supplemental Indenture, dated as of August 24, 2004, between the Company and The Bank of New York, as
Trustee, relating to $150,000,000 principal amount of the Company’s 6.150% Senior Notes due 2019, including
form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form
10-K (File No. 1-15202) filed with the Commission on March 14, 2005).
Fifth Supplemental Indenture, dated as of February 9, 2007, between the Company and The Bank of New York, as
Trustee, relating to $250,000,000 principal amount of the Company’s 6.25% Senior Notes due 2037, including form
of the Notes as Exhibit A (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K
(File No. 1-15202) filed with the Commission on March 1, 2007).
Sixth Supplemental Indenture, dated as of September 14, 2009, between the Company and The Bank of New York
Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 7.375% Senior Notes due 2019,
including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report
on Form 10-K (File No. 1-15202) filed with the Commission on February 26, 2010).
Seventh Supplemental Indenture, dated as of September 16, 2010, between the Company and The Bank of New
York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 5.375% Senior Notes due
2020, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company’s Current
Report on Form 8-K (File No. 1-15202) filed with the Commission on September 16, 2010).
Eighth Supplemental Indenture, dated as of March 16, 2012, between the Company and The Bank of New York
Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.625% Senior Notes due 2022,
including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report
on Form 8-K (File No. 1-15202) filed with the Commission on March 16, 2012).
Ninth Supplemental Indenture, dated as of August 6, 2014, between the Company and The Bank of New York
Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.75% Senior Notes due 2044,
including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report
on Form 8-K (File No. 1-15202) filed with the Commission on August 6, 2014).
Subordinated Indenture, dated as of May 2, 2013, between the Company and The Bank of New York Mellon, as
Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 1-15202)
filed with the Commission on May 2, 2013).
First Supplemental Indenture, dated as of May 2, 2013, between the Company and The Bank of New York Mellon,
as Trustee, relating to $350,000,000 principal amount of the Company's 5.625% Subordinated Debentures due 2053,
including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current
Report on Form 8-K (File No. 1-15202) filed with the Commission on May 2, 2013).
108
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(4.10)
(4.11)
(4.12)
(4.13)
(4.14)
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Subordinated Indenture, dated as of March 1, 2016, between the Company and The Bank of New York Mellon, as
Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 1-15202)
filed with the Commission on March 1, 2016).
(10.10) W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated November 2, 2016
(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on November 7, 2018).
First Supplemental Indenture, dated as of March 1, 2016, between the Company and The Bank of New York Mellon,
as Trustee, relating to $110,000,000 principal amount of the Company's 5.9% Subordinated Debentures due 2056,
including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current
Report on Form 8-K (File No. 1-15202) filed with the Commission on March 1, 2016).
Second Supplemental Indenture, dated as of May 25, 2016, between the Company and The Bank of New York
Mellon, as Trustee, relating to $290,000,000 principal amount of the Company's 5.75% Subordinated Debentures
due 2056, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the
Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on May 25, 2016).
Subordinated Indenture, dated as of March 26, 2018, between the Company and The Bank of New York Mellon, as
Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 1-15202)
filed with the Commission on March 26, 2018).
First Supplemental Indenture, dated as of March 26, 2018, between the Company and The Bank of New York
Mellon, as Trustee, relating to $175,000,000 principal amount of the Company’s 5.7% Subordinated Debentures due
2058, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company’s
Current Report on Form 8-K (File No. 1-15202) filed with the Commission on March 26, 2018).
(4.15)
The instruments defining the rights of holders of the other long term debt securities of the Company are omitted
pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company agrees to furnish supplementally
copies of these instruments to the Commission upon request.
(10.1) W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s 2015
Proxy Statement (File No. 1-15202) filed with the Commission on April 20, 2015).
(10.2) W. R. Berkley Corporation 2018 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s 2018
Proxy Statement (File No. 1-15202) filed with the Commission on April 19, 2018).
(10.3)
(10.4)
(10.5)
(10.6)
(10.7)
Form of 2014 Performance-Based Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
(File No. 1-15202) filed with the Commission on November 7, 2014).
Form of 2015 Performance-Based Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
(File No. 1-15202) filed with the Commission on November 9, 2015).
Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on November 8, 2012).
Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2003 Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on May 3, 2005).
Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2003 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on August 6, 2010).
(10.8) W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated November 2, 2016
(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on November 7, 2018).
(21)
List of the Company’s subsidiaries.
(23)
Consent of Independent Registered Public Accounting Firm.
(10.9)
Form of Restricted Stock Unit Agreement for grant of April 4, 2003 (incorporated by reference to Exhibit 10.2 of the
Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 6, 2003).
110
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(10.11) W. R. Berkley Corporation Deferred Compensation Plan for Directors as amended and restated effective December
3, 2007 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No.
1-15202) filed with the Commission on December 19, 2007).
(10.12) W. R. Berkley Corporation Amended and Restated Annual Incentive Compensation Plan (incorporated by reference
to Annex A of the Company's 2016 Proxy Statement (File No. 1-15202) filed with the Commission on April 15,
2016).
(10.13) W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s
2014 Proxy Statement (File No. 1-15202) filed with the Commission on April 7, 2014).
(10.14) Form of 2014 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on May 12, 2014).
(10.15) Form of 2018 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on May 7, 2018).
(10.16) Form of 2015 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on May 4, 2015).
(10.17) Form of 2016 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on May 10, 2016).
(10.18) W. R. Berkley Corporation 2009 Directors Stock Plan (incorporated by reference to Annex B of the Company’s
2015 Proxy Statement (File No. 1-15202) filed with the Commission on April 20, 2015).
(10.19) Form of 2018 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2018
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q
(File No. 1-15202) filed with the Commission on November 7, 2018).
(10.20) Supplemental Benefits Agreement between William R. Berkley and the Company as amended and restated as of
December 21, 2011 (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K
(File No. 1-15202) filed with the Commission on February 28, 2012).
(10.21) Form of Dividend Equivalent Rights Award Agreement Under the W. R. Berkley Corporation 2012 Stock Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on August 7, 2015).
(10.22) Form of 2017 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2012
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q
(File No. 1-15202) filed with the Commission on November 8, 2017).
(14)
Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14 of the Company’s Annual
Report on Form 10-K (File No. 1-15202) filed with the Commission on March 14, 2005).
(31.1)
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
111
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(4.10)
Subordinated Indenture, dated as of March 1, 2016, between the Company and The Bank of New York Mellon, as
Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 1-15202)
filed with the Commission on March 1, 2016).
(4.11)
First Supplemental Indenture, dated as of March 1, 2016, between the Company and The Bank of New York Mellon,
as Trustee, relating to $110,000,000 principal amount of the Company's 5.9% Subordinated Debentures due 2056,
including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current
Report on Form 8-K (File No. 1-15202) filed with the Commission on March 1, 2016).
(4.12)
Second Supplemental Indenture, dated as of May 25, 2016, between the Company and The Bank of New York
Mellon, as Trustee, relating to $290,000,000 principal amount of the Company's 5.75% Subordinated Debentures
due 2056, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the
Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on May 25, 2016).
(4.13)
Subordinated Indenture, dated as of March 26, 2018, between the Company and The Bank of New York Mellon, as
Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 1-15202)
filed with the Commission on March 26, 2018).
(4.14)
First Supplemental Indenture, dated as of March 26, 2018, between the Company and The Bank of New York
Mellon, as Trustee, relating to $175,000,000 principal amount of the Company’s 5.7% Subordinated Debentures due
2058, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company’s
Current Report on Form 8-K (File No. 1-15202) filed with the Commission on March 26, 2018).
(4.15)
The instruments defining the rights of holders of the other long term debt securities of the Company are omitted
pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company agrees to furnish supplementally
copies of these instruments to the Commission upon request.
(10.1) W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s 2015
Proxy Statement (File No. 1-15202) filed with the Commission on April 20, 2015).
(10.2) W. R. Berkley Corporation 2018 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s 2018
Proxy Statement (File No. 1-15202) filed with the Commission on April 19, 2018).
(10.3)
Form of 2014 Performance-Based Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
(File No. 1-15202) filed with the Commission on November 7, 2014).
(10.4)
Form of 2015 Performance-Based Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
(File No. 1-15202) filed with the Commission on November 9, 2015).
(10.5)
Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on November 8, 2012).
(10.6)
Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2003 Stock Incentive Plan
(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on May 3, 2005).
(10.7)
Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2003 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on August 6, 2010).
1022849be 10K
118
(10.10) W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated November 2, 2016
(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on November 7, 2018).
(10.11) W. R. Berkley Corporation Deferred Compensation Plan for Directors as amended and restated effective December
3, 2007 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No.
1-15202) filed with the Commission on December 19, 2007).
(10.12) W. R. Berkley Corporation Amended and Restated Annual Incentive Compensation Plan (incorporated by reference
to Annex A of the Company's 2016 Proxy Statement (File No. 1-15202) filed with the Commission on April 15,
2016).
(10.13) W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s
2014 Proxy Statement (File No. 1-15202) filed with the Commission on April 7, 2014).
(10.14) Form of 2014 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on May 12, 2014).
(10.15) Form of 2018 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on May 7, 2018).
(10.16) Form of 2015 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on May 4, 2015).
(10.17) Form of 2016 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on May 10, 2016).
(10.18) W. R. Berkley Corporation 2009 Directors Stock Plan (incorporated by reference to Annex B of the Company’s
2015 Proxy Statement (File No. 1-15202) filed with the Commission on April 20, 2015).
(10.19) Form of 2018 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2018
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q
(File No. 1-15202) filed with the Commission on November 7, 2018).
(10.20) Supplemental Benefits Agreement between William R. Berkley and the Company as amended and restated as of
December 21, 2011 (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K
(File No. 1-15202) filed with the Commission on February 28, 2012).
(10.21) Form of Dividend Equivalent Rights Award Agreement Under the W. R. Berkley Corporation 2012 Stock Incentive
Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.
1-15202) filed with the Commission on August 7, 2015).
(10.22) Form of 2017 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2012
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q
(File No. 1-15202) filed with the Commission on November 8, 2017).
(14)
Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14 of the Company’s Annual
Report on Form 10-K (File No. 1-15202) filed with the Commission on March 14, 2005).
(10.8) W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated November 2, 2016
(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202)
filed with the Commission on November 7, 2018).
(21)
List of the Company’s subsidiaries.
(23)
Consent of Independent Registered Public Accounting Firm.
(10.9)
Form of Restricted Stock Unit Agreement for grant of April 4, 2003 (incorporated by reference to Exhibit 10.2 of the
Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 6, 2003).
(31.1)
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
110
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(31.2)
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
SIGNATURES
(32.1)
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ITEM 16. FORM 10-K Summary
None.
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W. R. BERKLEY CORPORATION
By
/s/ W. Robert Berkley, Jr.
W. Robert Berkley, Jr., President and Chief
Executive Officer
February 22, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ William R. Berkley
William R. Berkley
Executive Chairman
of the Board of Directors
February 22, 2019
/s/ W. Robert Berkley, Jr.
W. Robert Berkley, Jr.
President, Chief Executive Officer
February 22, 2019
and Director
(Principal executive officer)
/s/ Christopher L. Augostini
Christopher L. Augostini
Director
February 22, 2019
/s/ Ronald E. Blaylock
Ronald E. Blaylock
/s/ Mark E. Brockbank
Mark E. Brockbank
/s/ Mary C. Farrell
Mary C. Farrell
/s/ María Luisa Ferré
María Luisa Ferré
/s/ Jack H. Nusbaum
Jack H. Nusbaum
/s/ Leigh A. Pusey
Leigh Ann Pusey
/s/ Mark L. Shapiro
Mark L. Shapiro
/s/ Richard M. Baio
Richard M. Baio
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Senior Vice President,
February 22, 2019
Chief Financial Officer and Treasurer
(Principal financial officer
and principal accounting officer)
113
(32.1)
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
SIGNATURES
1022849be 10K
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W. R. BERKLEY CORPORATION
By
/s/ W. Robert Berkley, Jr.
W. Robert Berkley, Jr., President and Chief
Executive Officer
February 22, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
(31.2)
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
ITEM 16. FORM 10-K Summary
None.
/s/ William R. Berkley
William R. Berkley
Executive Chairman
of the Board of Directors
February 22, 2019
/s/ W. Robert Berkley, Jr.
W. Robert Berkley, Jr.
President, Chief Executive Officer
and Director
(Principal executive officer)
February 22, 2019
/s/ Christopher L. Augostini
Christopher L. Augostini
Director
February 22, 2019
/s/ Ronald E. Blaylock
Ronald E. Blaylock
/s/ Mark E. Brockbank
Mark E. Brockbank
/s/ Mary C. Farrell
Mary C. Farrell
/s/ María Luisa Ferré
María Luisa Ferré
/s/ Jack H. Nusbaum
Jack H. Nusbaum
/s/ Leigh A. Pusey
Leigh Ann Pusey
/s/ Mark L. Shapiro
Mark L. Shapiro
/s/ Richard M. Baio
Richard M. Baio
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Director
February 22, 2019
Senior Vice President,
Chief Financial Officer and Treasurer
(Principal financial officer
and principal accounting officer)
February 22, 2019
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113
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W. R. Berkley Corporation
Condensed Financial Information of Registrant
Balance Sheets (Parent Company)
(In thousands)
Assets:
Cash and cash equivalents
Fixed maturity securities available for sale at fair value (cost $1,317,058 and $1,059,834 at
December 31, 2018 and 2017, respectively)
Loans receivable
Equity securities, at fair value (cost $3,430 in 2018 and 2017)
Investment in subsidiaries
Current federal income taxes
Deferred federal income taxes
Property, furniture and equipment at cost, less accumulated depreciation
Other assets
Total assets
Liabilities and stockholders’ equity
Liabilities:
Due to subsidiaries
Other liabilities
Current federal income taxes
Deferred federal income taxes
Subordinated debentures
Senior notes
Total liabilities
Stockholders’ equity:
Preferred stock
Common stock
Additional paid-in capital
Retained earnings (including accumulated undistributed net income of subsidiaries of
$5,068,139 and $5,073,268 at December 31, 2018 and 2017, respectively)
Accumulated other comprehensive income
Treasury stock, at cost
Total stockholders’ equity
Total liabilities and stockholders’ equity
________________
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Schedule II
Schedule II, Continued
W. R. Berkley Corporation
Condensed Financial Information of Registrant, Continued
Statements of Income (Parent Company)
December 31,
2018
2017
$
83,950
$
45,062
1,307,347
1,052,240
51,544
3,430
53,019
3,430
6,786,999
7,140,108
9,068
66,995
13,391
12,340
—
—
14,421
10,819
(In thousands)
Management fees and investment income including dividends from
subsidiaries of $639,477, $694,462 and $700,664 for the years ended
December 31, 2018, 2017 and 2016, respectively
Net investment (losses) gains
Other income
Total revenues
Operating costs and expense
Interest expense
Income before federal income taxes
Federal income taxes:
Federal income taxes provided by subsidiaries on a separate return basis
409,439
115,597
327,520
$ 8,335,064
$ 8,319,099
Federal income tax expense on a consolidated return basis
(113,138)
(195,261)
(246,389)
$
116,125
$
232,756
Equity in undistributed net (loss) income of subsidiaries
Net expense (benefit)
Income before undistributed equity in net income of subsidiaries
115,562
—
—
907,491
1,758,035
2,897,213
—
47,024
1,063,144
128,002
10,486
51,757
728,218
1,756,536
2,907,755
—
47,024
1,048,283
7,558,619
(510,470)
(2,720,466)
5,437,851
6,956,882
68,541
(2,709,386)
5,411,344
$ 8,335,064
$ 8,319,099
Year Ended December 31,
2018
2017
2016
$
697,687
$
738,923
$
726,742
(1,685)
530
696,532
191,873
155,082
349,577
(4,286)
805
735,442
182,145
146,929
406,368
909
376
728,027
171,967
139,216
416,844
296,301
645,878
(5,129)
(79,664)
326,704
222,390
81,131
497,975
103,941
$
640,749
$
549,094
$
601,916
Net income
________________
See Report of Independent Registered Public Accounting Firm and note to condensed financial statements.
See Report of Independent Registered Public Accounting Firm and note to condensed financial statements.
114
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115
W. R. Berkley Corporation
Condensed Financial Information of Registrant
Balance Sheets (Parent Company)
1
2
2
1
0
2
2
8
4
9
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K
Schedule II
1022849be 10K
122
Schedule II, Continued
W. R. Berkley Corporation
Condensed Financial Information of Registrant, Continued
Statements of Income (Parent Company)
1,307,347
1,052,240
Net investment (losses) gains
(In thousands)
Management fees and investment income including dividends from
subsidiaries of $639,477, $694,462 and $700,664 for the years ended
December 31, 2018, 2017 and 2016, respectively
$
Other income
Total revenues
Operating costs and expense
Interest expense
Income before federal income taxes
Federal income taxes:
Year Ended December 31,
2018
2017
2016
$
697,687
(1,685)
530
696,532
191,873
155,082
349,577
738,923
(4,286)
805
735,442
182,145
146,929
406,368
$
726,742
909
376
728,027
171,967
139,216
416,844
$ 8,335,064
$ 8,319,099
Federal income tax expense on a consolidated return basis
Federal income taxes provided by subsidiaries on a separate return basis
$
116,125
$
232,756
Equity in undistributed net (loss) income of subsidiaries
Net expense (benefit)
Income before undistributed equity in net income of subsidiaries
Net income
________________
409,439
(113,138)
296,301
645,878
(5,129)
640,749
$
115,597
(195,261)
(79,664)
326,704
222,390
327,520
(246,389)
81,131
497,975
103,941
$
549,094
$
601,916
See Report of Independent Registered Public Accounting Firm and note to condensed financial statements.
Fixed maturity securities available for sale at fair value (cost $1,317,058 and $1,059,834 at
December 31, 2018 and 2017, respectively)
Equity securities, at fair value (cost $3,430 in 2018 and 2017)
Property, furniture and equipment at cost, less accumulated depreciation
(In thousands)
Assets:
Cash and cash equivalents
Loans receivable
Investment in subsidiaries
Current federal income taxes
Deferred federal income taxes
Other assets
Total assets
Liabilities and stockholders’ equity
Liabilities:
Due to subsidiaries
Other liabilities
Current federal income taxes
Deferred federal income taxes
Subordinated debentures
Senior notes
Total liabilities
Stockholders’ equity:
Preferred stock
Common stock
Additional paid-in capital
Retained earnings (including accumulated undistributed net income of subsidiaries of
$5,068,139 and $5,073,268 at December 31, 2018 and 2017, respectively)
Accumulated other comprehensive income
Treasury stock, at cost
Total stockholders’ equity
Total liabilities and stockholders’ equity
________________
See Report of Independent Registered Public Accounting Firm and note to condensed financial statements.
December 31,
2018
2017
$
83,950
$
45,062
6,786,999
7,140,108
51,544
3,430
9,068
66,995
13,391
12,340
53,019
3,430
—
—
14,421
10,819
115,562
—
—
907,491
1,758,035
2,897,213
128,002
10,486
51,757
728,218
1,756,536
2,907,755
—
47,024
—
47,024
1,063,144
1,048,283
7,558,619
6,956,882
(510,470)
68,541
(2,720,466)
(2,709,386)
5,437,851
5,411,344
$ 8,335,064
$ 8,319,099
114
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123
Schedule II, Continued
W. R. Berkley Corporation
Condensed Financial Information of Registrant, Continued
Statements of Cash Flows (Parent Company)
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash from operating activities:
Net investment losses
Depreciation and amortization
Equity in undistributed earnings of subsidiaries
Tax payments received from subsidiaries
Federal income taxes provided by subsidiaries on a separate return basis
Stock incentive plans
Change in:
Federal income taxes
Other assets
Other liabilities
Accrued investment income
Net cash from operating activities
Cash used in investing activities:
Proceeds from sales of fixed maturity securities
Proceeds from maturities and prepayments of fixed maturity securities
Cost of purchases of fixed maturity securities
Change in loans receivable
Investments in and advances to subsidiaries, net
Net additions to real estate, furniture & equipment
Net cash used in investing activities
Cash (used in) from financing activities:
Net proceeds from issuance of senior notes
Repayment of senior notes
Purchase of common treasury shares
Cash dividends to common stockholders
Net cash (used in) from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
________________
Year Ended December 31,
2018
2017
2016
$ 640,749
$ 549,094
$ 601,916
1,685
9,441
5,129
282,084
(409,439)
28,531
(77,415)
1,348
109,016
(2,870)
588,259
4,286
2,039
(222,390)
98,313
(115,597)
38,075
2,711
(877)
18,661
(2,818)
371,497
3,649
2,744
(103,941)
414,386
(327,520)
37,174
44,839
1,772
(88,282)
(2,743)
583,994
668,447
255,528
(1,188,821)
1,475
(184,597)
(264)
(448,232)
849,330
316,611
(1,329,379)
(29,600)
(21,139)
(1,055)
(215,232)
373,252
210,904
(1,285,101)
(23,419)
11,471
(3,042)
(715,935)
178,562
—
(24,750)
(254,951)
(101,139)
38,888
45,062
83,950
—
—
(47,807)
(188,199)
(236,006)
(79,741)
124,803
45,062
386,830
(9,353)
(132,392)
(183,999)
61,086
(70,855)
195,658
$ 124,803
$
$
See Report of Independent Registered Public Accounting Firm and note to condensed financial statements.
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Schedule II, Continued
1
2
4
1
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2
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1022849be 10K
124
W. R. Berkley Corporation
Condensed Financial Information of Registrant, Continued
December 31, 2018
Note to Condensed Financial Statements (Parent Company)
The accompanying condensed financial statements should be read in conjunction with the notes to consolidated
financial statements included elsewhere herein. Reclassifications have been made in the 2017 and 2016 financial statements
as originally reported to conform them to the presentation of the 2018 financial statements.
The Company files a consolidated federal tax return with the results of its domestic insurance subsidiaries included on
a statutory basis. Under present Company policy, federal income taxes payable by subsidiary companies on a separate-return
basis are paid to W. R. Berkley Corporation, and the Company pays the tax due on a consolidated return basis.
W. R. Berkley Corporation
Condensed Financial Information of Registrant, Continued
Statements of Cash Flows (Parent Company)
Federal income taxes provided by subsidiaries on a separate return basis
(409,439)
(115,597)
(327,520)
Cash flows from operating activities:
(In thousands)
Net income
Adjustments to reconcile net income to net cash from operating activities:
Net investment losses
Depreciation and amortization
Equity in undistributed earnings of subsidiaries
Tax payments received from subsidiaries
Proceeds from sales of fixed maturity securities
Proceeds from maturities and prepayments of fixed maturity securities
Stock incentive plans
Change in:
Federal income taxes
Other assets
Other liabilities
Accrued investment income
Net cash from operating activities
Cash used in investing activities:
Cost of purchases of fixed maturity securities
Change in loans receivable
Investments in and advances to subsidiaries, net
Net additions to real estate, furniture & equipment
Net cash used in investing activities
Cash (used in) from financing activities:
Net proceeds from issuance of senior notes
Repayment of senior notes
Purchase of common treasury shares
Cash dividends to common stockholders
Net cash (used in) from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
________________
Year Ended December 31,
2018
2017
2016
$ 640,749
$ 549,094
$ 601,916
1,685
9,441
5,129
4,286
2,039
3,649
2,744
(222,390)
(103,941)
282,084
98,313
414,386
28,531
38,075
37,174
(77,415)
1,348
109,016
(2,870)
588,259
2,711
(877)
18,661
(2,818)
371,497
44,839
1,772
(88,282)
(2,743)
583,994
668,447
255,528
849,330
316,611
373,252
210,904
(1,188,821)
(1,329,379)
(1,285,101)
1,475
(184,597)
(264)
(29,600)
(21,139)
(1,055)
(23,419)
11,471
(3,042)
(448,232)
(215,232)
(715,935)
178,562
—
(24,750)
(254,951)
(101,139)
38,888
45,062
—
—
(47,807)
(188,199)
(236,006)
(79,741)
124,803
386,830
(9,353)
(132,392)
(183,999)
61,086
(70,855)
195,658
$
83,950
$
45,062
$ 124,803
See Report of Independent Registered Public Accounting Firm and note to condensed financial statements.
116
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1022849be 10K
125
W. R. Berkley Corporation and Subsidiaries
Reinsurance
Years ended December 31, 2018, 2017 and 2016
Schedule IV
Premiums Written
Direct
Amount
Ceded
to Other
Companies
Assumed
from Other
Companies
Net
Amount
Percentage
of Amount
Assumed
to Net
$ 6,959,830
$ 1,204,509
197,540
$ 5,952,861
13,386
64,758
531,738
480,366
$ 6,973,216
$ 1,269,267
729,278
$ 6,433,227
$ 6,707,916
$ 1,153,960
161,915
$ 5,715,871
18,113
62,495
589,019
544,637
$ 6,726,029
$ 1,216,455
750,934
$ 6,260,508
$ 6,634,540
$ 1,051,887
160,967
$ 5,743,620
13,060
67,901
735,134
680,293
$ 6,647,600
$ 1,119,788
896,101
$ 6,423,913
$
$
$
$
$
$
3.3%
110.7%
11.3%
2.8%
108.1%
12.0%
2.8%
108.1%
13.9%
(In thousands, other than percentages)
Year ended December 31, 2018
Year ended December 31, 2017
Year ended December 31, 2016
Insurance
Reinsurance
Total
Insurance
Reinsurance
Total
Insurance
Reinsurance
Total
___________________________
See Report of Independent Registered Public Accounting Firm.
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1022849be 10K
126
Schedule IV
W. R. Berkley Corporation and Subsidiaries
Reinsurance
Years ended December 31, 2018, 2017 and 2016
(In thousands, other than percentages)
Year ended December 31, 2018
Insurance
Reinsurance
Total
Year ended December 31, 2017
Insurance
Reinsurance
Total
Year ended December 31, 2016
Insurance
Reinsurance
Total
Premiums Written
Direct
Amount
Ceded
to Other
Companies
Assumed
from Other
Companies
Net
Amount
Percentage
of Amount
Assumed
to Net
$ 6,959,830
$ 1,204,509
13,386
64,758
$ 6,973,216
$ 1,269,267
$ 6,707,916
$ 1,153,960
18,113
62,495
$ 6,726,029
$ 1,216,455
$ 6,634,540
$ 1,051,887
13,060
67,901
$ 6,647,600
$ 1,119,788
$
$
$
$
$
$
197,540
$ 5,952,861
531,738
480,366
729,278
$ 6,433,227
161,915
$ 5,715,871
589,019
544,637
750,934
$ 6,260,508
160,967
$ 5,743,620
735,134
680,293
896,101
$ 6,423,913
3.3%
110.7%
11.3%
2.8%
108.1%
12.0%
2.8%
108.1%
13.9%
___________________________
See Report of Independent Registered Public Accounting Firm.
1
2
6
1
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2
2
8
4
9
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0
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8
1
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119
126
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1022849be 10K
127
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W. R. Berkley Corporation and Subsidiaries
Valuation and Qualifying Accounts
Years ended December 31, 2018, 2017 and 2016
W. R. Berkley Corporation and Subsidiaries
Supplementary Information Concerning Property-Casualty Insurance Operations
Years Ended December 31, 2018, 2017 and 2016
Schedule V
Schedule VI
(In thousands)
Year ended December 31, 2018
Premiums and fees receivable
Due from reinsurers
Deferred federal and foreign income taxes
Loan loss reserves
Total
Year ended December 31, 2017
Premiums and fees receivable
Due from reinsurers
Deferred federal and foreign income taxes
Loan loss reserves
Total
Year ended December 31, 2016
Premiums and fees receivable
Due from reinsurers
Deferred federal and foreign income taxes
Loan loss reserves
Total
_______________________
See Report of Independent Registered Public Accounting Firm.
Opening
Balance
Additions-
Charged to
Expense
Deduction-
Amounts
Written Off
Ending
Balance
$
39,926
$
6,985
$
$
$
$
$
1,010
16,619
3,383
60,938
26,569
1,049
5,457
3,397
36,472
22,524
1,020
4,037
2,094
$
$
$
$
65
18,772
—
25,822
20,720
(29)
12,663
(14)
33,340
10,006
20
1,420
1,303
$
$
$
$
$
29,675
$
12,749
$
(7,817) $
(128)
(196)
—
(8,141) $
(7,363) $
(10)
(1,501)
—
(8,874) $
(5,961) $
9
—
—
(5,952) $
39,093
947
35,195
3,383
78,618
39,926
1,010
16,619
3,383
60,938
26,569
1,049
5,457
3,397
36,472
(In thousands)
Deferred policy acquisition costs
Reserves for losses and loss expenses
Unearned premiums
Net premiums earned
Net investment income
Losses and loss expenses incurred:
Current year
Prior years
Loss reserve discount accretion
Amortization of deferred policy acquisition costs
Paid losses and loss expenses
Net premiums written
___________________
See Report of Independent Registered Public Accounting Firm.
2018
2017
2016
$
497,629
$
507,549
$
537,890
11,966,448
11,670,408
11,197,195
3,359,991
6,371,505
674,235
3,290,180
6,311,419
575,788
3,283,300
6,293,348
564,163
3,926,489
3,963,543
3,826,620
6,831
41,382
915,246
3,664,885
6,433,227
(5,165)
43,970
1,111,489
3,589,955
6,260,508
(29,904)
49,084
1,155,954
3,454,174
6,423,913
120
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1
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121
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K
Schedule V
W. R. Berkley Corporation and Subsidiaries
Valuation and Qualifying Accounts
Years ended December 31, 2018, 2017 and 2016
Deferred federal and foreign income taxes
(In thousands)
Year ended December 31, 2018
Premiums and fees receivable
Due from reinsurers
Loan loss reserves
Total
Year ended December 31, 2017
Premiums and fees receivable
Due from reinsurers
Loan loss reserves
Total
Year ended December 31, 2016
Premiums and fees receivable
Due from reinsurers
Deferred federal and foreign income taxes
Deferred federal and foreign income taxes
Loan loss reserves
Total
_______________________
See Report of Independent Registered Public Accounting Firm.
Opening
Balance
Additions-
Charged to
Expense
Deduction-
Amounts
Written Off
Ending
Balance
$
39,926
$
6,985
$
(7,817) $
39,093
18,772
65
—
(128)
(196)
—
947
35,195
3,383
25,822
(8,141) $
78,618
26,569
20,720
(7,363) $
39,926
(29)
12,663
(14)
(10)
(1,501)
—
1,010
16,619
3,383
36,472
33,340
(8,874) $
60,938
$
$
$
$
1,010
16,619
3,383
60,938
1,049
5,457
3,397
1,020
4,037
2,094
$
$
$
$
22,524
10,006
(5,961) $
26,569
20
1,420
1,303
9
—
—
1,049
5,457
3,397
$
29,675
$
12,749
$
(5,952) $
36,472
$
$
$
$
1022849be 10K
128
Schedule VI
W. R. Berkley Corporation and Subsidiaries
Supplementary Information Concerning Property-Casualty Insurance Operations
Years Ended December 31, 2018, 2017 and 2016
(In thousands)
Deferred policy acquisition costs
Reserves for losses and loss expenses
Unearned premiums
Net premiums earned
Net investment income
Losses and loss expenses incurred:
Current year
Prior years
Loss reserve discount accretion
Amortization of deferred policy acquisition costs
Paid losses and loss expenses
Net premiums written
___________________
See Report of Independent Registered Public Accounting Firm.
$
2018
497,629
11,966,448
$
2017
507,549
11,670,408
$
2016
537,890
11,197,195
3,359,991
6,371,505
674,235
3,926,489
6,831
41,382
915,246
3,664,885
6,433,227
3,290,180
6,311,419
575,788
3,283,300
6,293,348
564,163
3,963,543
(5,165)
43,970
1,111,489
3,589,955
6,260,508
3,826,620
(29,904)
49,084
1,155,954
3,454,174
6,423,913
120
121
128
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320 MILES WALKED
320 MILES WALKED
Dave from Berkley Industrial Comp completed the 320-mile Pennsylvania Hero Walk
Dave from Berkley Industrial Comp completed the 320-mile Pennsylvania Hero Walk
to benefit veterans.
to benefit veterans.
Berkley salutes the millions of men and
Berkley salutes the millions of men and
women who have proudly served our
women who have proudly served our
country though a variety of fundraising
country though a variety of fundraising
and service activities.
and service activities.
In addition to Daveʼs epic trek, a group from Union Standard spent the day cleaning
In addition to Daveʼs epic trek, a group from Union Standard spent the day cleaning
headstones and performing ground maintenance at the Dallas-Fort Worth National
headstones and performing ground maintenance at the Dallas-Fort Worth National
Cemetery, which is the sixth National Cemetery to be built in Texas to meet the needs of
Cemetery, which is the sixth National Cemetery to be built in Texas to meet the needs of
veterans and their families. Berkley One hosted a Smooch Your Pooch photo challenge for
veterans and their families. Berkley One hosted a Smooch Your Pooch photo challenge for
employees across the country to pose with their dogs to raise money for K9s for Warriors,
employees across the country to pose with their dogs to raise money for K9s for Warriors,
which helps pair veterans with service dogs.
which helps pair veterans with service dogs.
It was humbling and such an honor to participate in the veteransʼ
It was humbling and such an honor to participate in the veteransʼ
cemetery event. The weather was cold, wet and dismal, yet it couldnʼt
cemetery event. The weather was cold, wet and dismal, yet it couldnʼt
compare to the hardships faced by those resting in this cemetery. We
compare to the hardships faced by those resting in this cemetery. We
owe our freedom to men and women such as these, and this event
owe our freedom to men and women such as these, and this event
allowed me to reflect on their sacrifice.
allowed me to reflect on their sacrifice.
— Richard P., Director Premium Audit, Union Standard Insurance Group
— Richard P., Director Premiun Audit, Union Standard Insurance Group
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OPERATING UNITS
BERKLEY INSURANCE COMPANY
475 Steamboat Road
Greenwich, Connecticut 06830
Tel: (203) 542 3800
William R. Berkley, Chairman
W. Robert Berkley, Jr., President and
Chief Executive Officer
Insurance
ACADIA INSURANCE GROUP
One Acadia Commons
Westbrook, Maine 04092
Tel: (800) 773 4300
www.acadiainsurance.com
Douglas M. Nelson, President
Albany, New York
Bedford, New Hampshire
Colchester, Vermont
Marlborough, Massachusetts
Rocky Hill, Connecticut
Syracuse, New York
Tel: (800) 773 4300
Tel: (800) 224 8850
Tel: (800) 224 8847
Tel: (888) 665 1170
Tel: (866) 382 0036
Tel: (866) 811 7722
ADMIRAL INSURANCE GROUP
1000 Howard Boulevard, Suite 300
P. O. Box 5430
Mount Laurel, New Jersey 08054
Tel: (856) 429 9200
www.admiralins.com
Curtis E. Fletcher, President and
Chief Executive Officer
Atlanta, Georgia
Austin, Texas
Chicago, Illinois
Seattle, Washington
Tel: (770) 476 1561
Tel: (512) 795 0766
Tel: (312) 368 1107
Tel: (206) 467 6511
BERKLEY ACCIDENT AND HEALTH
2445 Kuser Road, Suite 201
Hamilton Square, New Jersey 08690
Tel: (609) 584 6990
www.berkleyah.com
Brad N. Nieland, President and Chief Executive Officer
Atlanta, Georgia
Charlotte, North Carolina
Tel: (678) 387 1824
Tel: (980) 214 1353
Chicago, Illinois
Cleveland, Ohio
Dallas, Texas
Denver, Colorado
Hamilton Square, New Jersey
Hartford, Connecticut
Kansas City, Kansas
Marlborough, Massachusetts
Minneapolis, Minnesota
Philadelphia, Pennsylvania
San Francisco, California
Seattle, Washington
Tel: (312) 368 1115
Tel: (440) 728 1805
Tel: (972) 849 7406
Tel: (303) 667 5198
Tel: (973) 616 0685
Tel: (860) 380 1190
Tel: (913) 515 7374
Tel: (508) 573 6102
Tel: (303) 667 5198
Tel: (908) 415 2711
Tel: (480) 529 6787
Tel: (425) 401 4246
BERKLEY ACCIDENT & HEALTH SPECIAL RISK DIVISION
757 Third Avenue, 10th Floor
New York, New York 10017
Tel: (212) 822 3333
Susan M. Clarke, President
BERKLEY AGRIBUSINESS
11201 Douglas Avenue
Urbandale, Iowa 50322
Tel: (866) 382 7314
www.berkleyag.com
Michael Ekiss, President
BERKLEY ALLIANCE MANAGERS
30 South Pearl Street, 6th Floor
Albany, New York 12207
Tel: (518) 407 0088
Stephen L. Porcelli, President
BERKLEY CONSTRUCTION PROFESSIONAL
Tel: (405) 805 6635
www.berkleycp.com
BERKLEY DESIGN PROFESSIONAL
Tel: (405) 805 6635
www.berkleydp.com
BERKLEY SERVICE PROFESSIONALS
BERKLEY MANAGERS INSURANCE SERVICES, LLC
Tel: (405) 805 6635
www.berkleysp.com
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 141
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Tel: (603) 935 6630
Tel: (704) 759 7049
Tel: (804) 237 5273
Tel: (770) 570 3699
Tel: (207) 874 1630
Tel: (866) 412 7742
BERKLEY ASPIRE
14902 North 73rd Street
Scottsdale, Arizona 85260
Tel: (480) 444 5950
www.berkleyaspire.com
Miklos F. Kallo, President
Berlin, New Hampshire
Charlotte, North Carolina
Glen Allen, Virginia
Lawrenceville, Georgia
Portland, Maine
Scottsdale, Arizona
BERKLEY CANADA
145 King Street West, Suite 1000
Toronto, Ontario M5H 1J8
Tel: (416) 304 1178
www.berkleycanada.com
1002, Rue Sherbrooke Ouest
Bureau 2220
Montreal, Quebec H3A 3L6
Tel: (514) 842 5587
Andrew Steen, President
BERKLEY CUSTOM INSURANCE
Three Stamford Plaza
301 Tresser Boulevard, 8th Floor
Stamford, Connecticut 06901
Tel: (203) 658 1500
www.berkleycustom.com
Michael P. Fujii, President and
Chief Executive Officer
BERKLEY CUSTOM INSURANCE SERVICES, LLC
Los Angeles, California
Tel: (213) 417 5431
BXM INSURANCE SERVICES, INC.
Chicago, Illinois
Los Angeles, California
Tel: (312) 605 4655
Tel: (213) 417 5431
BERKLEY CYBER RISK SOLUTIONS
412 Mount Kemble Avenue, Suite G50
Morristown, New Jersey 07960
Tel: (973) 775 7494
www.berkleycyberrisk.com
Tracey Vispoli, President
BERKLEY ENTERTAINMENT
600 Las Colinas Boulevard, Suite 1400
Irving, Texas 75039
Tel: (972) 819 8980
www.berkleyentertainment.com
Cindy Broschart, President
BERKLEY ENVIRONMENTAL
101 Hudson Street, Suite 2550
Jersey City, New Jersey 07302
Tel: (201) 748 3100
www.berkleyenvironmental.com
Kenneth J. Berger, President
Atlanta, Georgia
Boston, Massachusetts
Chicago, Illinois
Philadelphia, Pennsylvania
Irving, Texas
Jersey City, New Jersey
Tel: (404) 443 2117
Tel: (857) 265 7479
Tel: (312) 980 3660
Tel: (215) 533 7360
Tel: (972) 819 8863
Tel: (201) 748 3047
BERKLEY MANAGERS INSURANCE SERVICES, LLC
Walnut Creek, California
Tel: (925)472 8210
BERKLEY FINSECURE
849 Fairmount Avenue, Suite 301
Towson, Maryland 21286
Tel: (866) 539 3995
www.berkleyfinsecure.com
757 Third Avenue, 10th Floor
New York, New York 10017
Tel: (866) 539 3995
BERKLEY CRIME
29 South Main Street, 3rd Floor
West Hartford, Connecticut 06107
Tel: (844) 44 CRIME
www.berkleycrime.com
Michael G. Connor, President
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RELIEF IN THE AFTERMATH
OF DISASTERS
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$160 BILLION
of economic impact from catastrophe-related damages in 2018.
When disasters strike, our people go
beyond the business.
Each year, natural disasters affect millions of people across the globe, and Berkley team
members do what they can to help others pick up the pieces. Through company-wide
disaster relief fundraising efforts that are matched by the W. R. Berkley Corporation
Foundation, operating unit-specific fundraisers and supply collections, and individuals
lending a helping hand, the spirit of our people brings relief to those affected. Over the past
2 years, we have contributed more than $1 million to various worldwide relief organizations.
I am so proud to be part of the Berkley team, a compassionate and
generous community of people who support the global community
in times of crisis and throughout the year.
— Carol L., Senior Vice President, Human Resources, W. R. Berkley Corporation
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BERKLEY FIRE & MARINE UNDERWRITERS
425 North Martingale Road, Suite 1520
Schaumburg, Illinois 60173
Tel: (847) 466 9371
www.berkleymarine.com
John T. Geary, President
BERKLEY GLOBAL PRODUCT
RECALL MANAGEMENT
80 Broad Street, Suite 3200
New York, New York 10004
Tel: (212) 413 2499
Louis Lubrano, President
Dallas, Texas
London, England
Tel: (972) 552 6100
Tel: 44 (0) 20 7088 1900
BERKLEY MANAGERS INSURANCE SERVICES, LLC
Los Angeles, California
San Francisco, California
Tel: (213) 372 1727
Tel: (415) 417 5950
BERKLEY HEALTHCARE
757 Third Avenue, 10th Floor
New York, New York 10017
Tel: (212) 822 3369
www.berkleyhealthcare.com
www.berkleyhpl.com
Gregg A. Piltch, President
West Hartford, Connecticut
Chicago, Illinois
St. Louis, Missouri
Tel: (860) 380 4920
Tel: (312) 469 6986
Tel: (314) 523 3686
BERKLEY HEALTHCARE PROFESSIONAL
INSURANCE SERVICES, LLC
Sebastopol, California
Los Angeles, California
Tel: (707) 829 4740
Tel: (213) 787 2125
BERKLEY HUMAN SERVICES
222 South Ninth Street, Suite 2700
Minneapolis, Minnesota 55402
Tel: (612) 766 3100
www.berkleyhumanservices.com
Roger M. Nulton, President
BERKLEY INDUSTRIAL COMP
3490 Independence Drive
Birmingham, Alabama 35209
Tel: (205) 870 3535
www.berkindcomp.com
Chandler F. Cox, Jr., President and
Chief Executive Officer
Las Vegas, Nevada
Lexington, Kentucky
Tel: (702) 754 5800
Tel: (859) 971 1955
BERKLEY INSURANCE ASIA
www.berkleyasia.com
Room 4407, 44/F Hopewell Centre
183 Queen’s Road East
Wan Chai, Hong Kong
Tel: (852) 3708 5000
18 Cross Street
Unit 07-01, China Square Central
Singapore 048423
Tel: (65) 6902 0601
30th Floor, Shanghai Tower
No. 501 Middle Yincheng Road
Pudong, Shanghai 200120
Tel: 86 (0) 21 6162 8122
Shasi Nair, Chief Executive Officer
BERKLEY INSURANCE AUSTRALIA
Level 7, 321 Kent Street
Sydney NSW 2000, Australia
Tel: 61 (2) 9275 8500
www.berkleyinaus.com.au
Tony Wheatley, Chief Executive Officer
Adelaide SA, Australia
Brisbane QLD, Australia
Melbourne VIC, Australia
Perth WA, Australia
Tel: 61 (8) 8470 9020
Tel: 61 (7) 3220 9900
Tel: 61 (3) 8622 2000
Tel: 61 (8) 6488 0900
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 143
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BERKLEY INTERNATIONAL LATINOAMÉRICA
BERKLEY INTERNATIONAL SEGUROS S.A.
BERKLEY INTERNATIONAL ASEGURADORA DE RIESGOS
DEL TRABAJO S.A.
BERKLEY ARGENTINA DE REASEGUROS S.A.
Carlos Pellegrini 1023, Piso 8
C1009ABU Buenos Aires, Argentina
Tel: 54 (11) 4378 8100
www.berkley.com.ar
Bartolomé Mitre 699
S2000COM Rosario, Argentina
Tel: 54 (34) 1 410 4200
Eduardo I. Llobet, President and
Chief Executive Officer
BERKLEY INTERNATIONAL DO BRASIL SEGUROS S.A.
Avenida Presidente Juscelino Kubitschek, 1455
15º andar - cj. 151 Vila Nova Conceição
04543-011 São Paulo, Brazil
Tel: 55 (11) 3848 8622
www.berkley.com.br
José Marcelino Risden, President and
Chief Executive Officer
BERKLEY INTERNATIONAL FIANZAS MÉXICO, S.A. DE C.V.
Avenida Santa Fe 505
Piso 17, Oficina 1702
Cruz Manca, Cuajimalpa de Morelos, 05349, México
Tel: 52 (55) 1037 5300
www.berkleymex.com
Guillermo Espinosa Barragan, President and
Chief Executive Officer
BERKLEY INTERNATIONAL PUERTO RICO, LLC
Atrium Office Center
530 Avenida de la Constitución
San Juan, Puerto Rico 00901
Tel: (787) 289 7846
Eduardo I. Llobet, President
BERKLEY INTERNATIONAL SEGUROS COLOMBIA S.A.
Carrera 7 # 71 – 21 Torre B, Oficina 1002
110231 Bogotá, Colombia
Tel: 57 (1) 357 2727
www.berkley.com.co
Sylvia Luz Rincón, President and
Chief Executive Officer
BERKLEY INTERNATIONAL SEGUROS MÉXICO, S.A. DE C.V.
Avenida Santa Fe 505
Piso 17, Oficina 1702
Cruz Manca, Cuajimalpa de Morelos, 05349, México
Tel: 52 (55) 1037 5300
www.berkleymex.com
Javier García Ortíz de Zárate, President and
Chief Executive Officer
BERKLEY INTERNATIONAL SEGUROS S.A. (URUGUAY)
Rincón 391, Piso 5
11100 Montevideo, Uruguay
Tel: (598) 2916 6998
www.berkley.com.uy
Eduardo I. Llobet, President
BERKLEY LATIN AMERICA AND CARIBBEAN MANAGERS
600 Brickell Avenue, Suite 3900
Miami, Florida 33131
Tel: (305) 921 6200
Eduardo I. Llobet, President and
Chief Executive Officer
BERKLEY INSURANCE COMPANY
REPRESENTATIVE OFFICE IN COLOMBIA
Carrera 11 No. 77ª-49/65, Oficina 202
Edificio Semana
110231 Bogotá, Colombia
Tel: 57 (1) 744 4015
Jaime Aramburo, Director
REPRESENTATIVE OFFICE IN MEXICO
Avenida Santa Fe 505
Piso 17, Oficina 1702
Cruz Manca, Cuajimalpa de Morelos, 05349, México
Tel: 52 (55) 1037 5300
www.berkleymex.com
Hiram García, Director
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A HOME
ON THE
ROAD TO
RECOVERY
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10-RESIDENT TRANSITIONAL HOME
Employees at Intrepid Direct are raising funds to build a home for women recovering
from drug and alcohol addiction.
To honor the memory of a friend and
former colleague who was dedicated
to helping others, business leaders
took pies to the face at a fundraiser
dedicated to making the dream of
Emilyʼs House a reality.
Emilyʼs House is a planned 10-resident transitional home sponsored by Healing House
in Kansas City, Missouri, focused on helping women recover from drug and alcohol
addiction. Each year, Healing House provides help and healing to nearly 300 men
and women in addiction recovery who are trying to transition back into society.
Construction on Emilyʼs House is underway and once itʼs completed, employees
plan to volunteer whatever services are needed.
Our entire organization, whether they knew Emily personally or not,
came together to support a cause that was so near and dear to the
hearts of many employees and of Emilyʼs family. Iʼm grateful for the
opportunity to contribute. Itʼs comforting for everyone to know that
Emilyʼs spirit will live on in the help and hope that Emilyʼs House will
offer 10 women at a time.
— Jacci Z., Claims Specialist, Intrepid Direct
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BERKLEY LIFE SCIENCES
200 PrincetonSouth Corporate Center, Suite 250
Ewing, New Jersey 08628
Tel: (609) 844 7800
www.berkleyls.com
Emily J. Urban, President
Naperville, Illinois
Tel: (630) 210 0369
BERKLEY LS INSURANCE SOLUTIONS, LLC
Walnut Creek, California
BERKLEY MID-ATLANTIC GROUP
4820 Lake Brook Drive, Suite 300
Glen Allen, Virginia 23060
Tel: (804) 285 2700
www.wrbmag.com
John F. Kearns, President
Columbus, Ohio
Glen Allen, Virginia
Harrisburg, Pennsylvania
Pittsburgh, Pennsylvania
Tel: (800) 283 1153
Tel: (800) 283 1153
Tel: (800) 283 1153
Tel: (800) 283 1153
BERKLEY LUXURY GROUP
301 Route 17 North, Suite 900
Rutherford, New Jersey 07070
Tel: (201) 518 2500
www.berkleyluxurygroup.com
William J. Johnston, President
Chicago, Illinois
Tel: (312) 881 1456
BERKLEY FINE DINING SPECIALISTS
Tel: (800) 504 7012
www.berkleyfinedining.com
BERKLEY LUXURY REAL ESTATE SPECIALISTS
Tel: (800) 504 7012
www.berkleyluxuryrealestate.com
BERKLEY MEDICAL EXCESS UNDERWRITERS
16305 Swingley Ridge Road, Suite 450
Chesterfield, Missouri 63017
Tel: (800) 523 3815
www.berkleymed.com
Collin J. Suttie, President
BERKLEY MANAGERS INSURANCE SERVICES, LLC
San Diego, California
Tel: (858) 812 2935
BERKLEY MEDICAL MANAGEMENT SOLUTIONS
10851 Mastin Boulevard, Suite 200
Overland Park, Kansas 66210
Tel: (855) 444 2667
www.berkleymms.com
Eric-Jason Smith, Chief Operating Officer
Boston, Massachusetts
Greensboro, North Carolina
Tel: (855) 444 2667
Tel: (855) 444 2667
BERKLEY NET UNDERWRITERS
9301 Innovation Drive, Suite 200
Manassas, Virginia 20110
Tel: (877) 497 2637
www.berkleynet.com
Brian P. Douglas, President
BERKLEY NORTH PACIFIC GROUP
13920 SE Eastgate Way, Suite 120
Bellevue, Washington 98005
Tel: (877) 316 9038
www.berkleynpac.com
Gary Gudex, President
Meridian, Idaho
Tel: (800) 480 2942
BERKLEY OFFSHORE UNDERWRITING MANAGERS
757 Third Avenue, 10th Floor
New York, New York 10017
Tel: (212) 618 2950
www.berkleyoffshore.com
Frank A. Costa, President
Houston, Texas
Tel: (832) 547 2900
BERKLEY OFFSHORE UNDERWRITING MANAGERS UK, LIMITED
Level 13, 52 Lime Street
London EC3M 7AF, United Kingdom
Tel: 44 (0) 20 3943 1400
R. Christian Walker, Executive Vice President
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 145
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BERKLEY PUBLIC ENTITY
30 South 17th Street, Suite 820
Philadelphia, Pennsylvania 19103
Tel: (215) 553 7384
www.berkleypublicentity.com
Scott R. Barraclough, Chief Executive Officer
Morristown, New Jersey
Tel: (973) 355 8238
BERKLEY RISK
222 South Ninth Street, Suite 2700
Minneapolis, Minnesota 55402
Tel: (612) 766 3000
www.berkleyrisk.com
John M. Goodwin, President
Council Bluffs, Iowa
Denver, Colorado
Nashville, Tennessee
Scottsdale, Arizona
St. Paul, Minnesota
Tel: (800) 832 0137
Tel: (303) 357 2600
Tel: (615) 493 7746
Tel: (602) 996 8810
Tel: (651) 281 1200
BERKLEY SELECT
233 South Wacker Drive, Suite 3900
Chicago, Illinois 60606
Tel: (312) 800 6200
www.berkleyselect.com
Diane L. Cummings, Interim President
BERKLEY SOUTHEAST INSURANCE GROUP
1745 North Brown Road, Suite 400
Lawrenceville, Georgia 30043
Tel: (678) 533 3400
www.berkleysig.com
Dennis L. Barger, President
Birmingham, Alabama
Charlotte, North Carolina
Lawrenceville, Georgia
Meridian, Mississippi
Nashville, Tennessee
Tel: (855) 610 4545
Tel: (855) 610 4545
Tel: (855) 610 4545
Tel: (855) 610 4545
Tel: (855) 610 4545
BERKLEY OIL & GAS
2107 CityWest Boulevard, 8th Floor
Houston, Texas 77042
Tel: (877) 972 2264
www.berkleyoil-gas.com
Carol A. Randall, President
BERKLEY RENEWABLE ENERGY
www.berkleyrenewable.com
BERKLEY ONE
412 Mount Kemble Avenue, Suite G50
Morristown, New Jersey 07960
Tel: (203) 542 3301
www.berkleyone.com
Kathleen M. Tierney, President
BERKLEY PROFESSIONAL LIABILITY
757 Third Avenue, 10th Floor
New York, New York 10017
Tel: (212) 618 2900
www.berkleypro.com
John R. Benedetto, President
London, United Kingdom
Schaumburg, Illinois
Toronto, Ontario
Tel: 44 (0) 20 7088 1916
Tel: (630) 237 3650
Tel: (416) 304 1178
BERKLEY TRANSACTIONAL
412 Mount Kemble Avenue, Suite G50
Morristown, New Jersey 07960
Tel: (973) 775 7499
www.berkleytransactional.com
Randolph Hein, President
BERKLEY PROGRAM SPECIALISTS
1250 East Diehl Road, Suite 200
Naperville, Illinois 60563
Tel: (630) 210 0360
www.berkley-ps.com
Gregory A. Douglas, President
BERKLEY EQUINE & CATTLE DIVISION
3655 North Point Parkway, Suite 625
Alpharetta, Georgia 30005
Tel: (866) 298 5525
www.berkleyequine.com
146 W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT
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OPPORTUNITIES FOR
SPECIAL NEEDS INDIVIDUALS
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16 PEOPLE
16 people attended a 5-hour workshop designed to help those with intellectual disabilities.
Berkley España dedicated their time to
helping children and young adults with
intellectual disabilities develop skills
that will enable them to function at their
highest level.
Fundación Prodis is a non-profit organization whose mission is to improve family, school,
work and social integration of children and young adults with intellectual disabilities.
The Berkley España team visited the facilities and participated in a workshop where
they taught children how to make a notebook as part of their method for reading and
writing skills. They are currently providing a work opportunity for a young woman who
helps with electronic policy filing, mail, recording invoice data and many other tasks.
Berkley España will also host a workshop that will teach Prodis students about insurance.
As a gift, attendees will receive a personal accident policy for a year.
I am absolutely delighted to work with Paula. It has been a fantastic
learning opportunity for me to discover new ways of mentoring,
where I need to take into account not just her personality, but also
her disability—or should I say, her possibilities! I am looking forward
to continuing to work with her and to having her as my friend.
— Sandra O., Head of Underwriting Services, Berkley España
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BERKLEY SURETY
412 Mount Kemble Avenue, Suite 310N
Morristown, New Jersey 07960
Tel: (973) 775 5024
www.berkleysurety.com
Andrew M. Tuma, President
Atlanta, Georgia
Blue Bell, Pennsylvania
Centennial, Colorado
Charlotte, North Carolina
Dallas, Texas
Danvers, Massachusetts
Fulton, Maryland
Houston, Texas
Morristown, New Jersey
Naperville, Illinois
Nashville, Tennessee
New York, New York
Orlando, Florida
San Francisco, California
Santa Ana, California
Seattle, Washington
Tampa, Florida
Toronto, Ontario
Urbandale, Iowa
Westbrook, Maine
Tel: (678) 624 1818
Tel: (973) 775 5096
Tel: (303) 357 2620
Tel: (704) 759 7065
Tel: (972) 385 1140
Tel: (978) 539 3303
Tel: (973) 775 5078
Tel: (832) 308 6893
Tel: (973) 775 5021
Tel: (630) 210 0454
Tel: (615) 514 8077
Tel: (212) 882 6390
Tel: (407) 867 4595
Tel: (415) 216 0877
Tel: (657) 356 2888
Tel: (206) 830 2565
Tel: (813) 392 5962
Tel: (416) 594 4817
Tel: (800) 456 5486
Tel: (207) 874 1640
BERKLEY TECHNOLOGY UNDERWRITERS
222 South Ninth Street, Suite 2550
Minneapolis, Minnesota 55402
Tel: (612) 344 4550
www.berkley-tech.com
Matthew A. Mueller, President
Dallas, Texas
Irvine, California
New York, New York
San Francisco, California
Tel: (972) 719 2445
Tel: (714) 215 9322
Tel: (516) 987 5901
Tel: (415) 216 2202
CAROLINA CASUALTY
5011 Gate Parkway
Building 200, Suite 200
Jacksonville, Florida 32256
Tel: (904) 363 0900
www.carolinacas.com
David A. Dunn, President
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CONTINENTAL WESTERN GROUP
11201 Douglas Avenue
Urbandale, Iowa 50322
Tel: (515) 473 3500
www.cwgins.com
Michael A. Lex, President
Denver, Colorado
Lincoln, Nebraska
Luverne, Minnesota
Tel: (800) 533 9013
Tel: (800) 456 7688
Tel: (800) 533 0303
GEMINI TRANSPORTATION UNDERWRITERS
99 Summer Street, Suite 1800
Boston, Massachusetts 02110
Tel: (617) 310 8200
www.geminiunderwriters.com
David R. Lockhart, President
INTREPID DIRECT INSURANCE
7400 College Boulevard, Suite 350
Overland Park, Kansas 66210
Tel: (877) 249 7181
www.intrepiddirect.com
Bill Strout, President
KEY RISK INSURANCE
7823 National Service Road
Greensboro, North Carolina 27409
Tel: (800) 942 0225
www.keyrisk.com
Robert W. Standen, President
MIDWEST EMPLOYERS CASUALTY
14755 North Outer Forty Drive, Suite 300
Chesterfield, Missouri 63017
Tel: (636) 449 7000
www.mecasualty.com
Timothy F. Galvin, President
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 147
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VERUS UNDERWRITING MANAGERS
4820 Lake Brook Drive, Suite 200
Glen Allen, Virginia 23060
Tel: (804) 525 1360
www.verusins.com
Dale H. Pilkington, President
W. R. BERKLEY EUROPEAN HOLDINGS AG
Genferstrasse 23
8002 Zürich, Switzerland
Mark Talbot, Managing Director
W. R. BERKLEY EUROPE AG
Städtle 35A, P.O. Box 835
9490 Vaduz, Liechtenstein
Tel: 423 237 27 41
Hans-Peter Naef, General Manager
Henrik Ibsens Gate 100
0255 Oslo, Norway
Tel: 47 (23) 27 24 00
Birger Jarlsgatan 22
114 34 Stockholm, Sweden
Tel: 46 (8) 410 337 00
Kaiser-Wilhelm-Ring 27-29
50672 Cologne, Germany
Tel: 49 (0) 221 99386-0
Werner-Eckert-Strasse 14
81829 Munich, Germany
Tel: 49 (0) 89 262042 801
Paseo de la Castellana, 141-Planta 18
28046 Madrid, Spain
Tel: 34 (91) 449 2646
Gran Via de les Corts Catalanes 632
Escalera C, 2o 1a
08007 Barcelona, Spain
Tel: 34 (0) 93 481 4729
NAUTILUS INSURANCE GROUP
7233 East Butherus Drive
Scottsdale, Arizona 85260
Tel: (480) 951 0905
www.nautilusinsgroup.com
Thomas M. Kuzma, President and
Chief Executive Officer
PREFERRED EMPLOYERS INSURANCE
9797 Aero Drive, Suite 200
San Diego, California 92123
Tel: (888) 472 9001
www.peiwc.com
Steven A. Gallacher, President
UNION STANDARD INSURANCE GROUP
222 Las Colinas Boulevard W, Suite 1300
Irving, Texas 75039
Tel: (972) 719 2400
www.usic.com
B. Keith Mitchell, President
Albuquerque, New Mexico
Dallas, Texas
Little Rock, Arkansas
Oklahoma City, Oklahoma
Phoenix, Arizona
San Antonio, Texas
Tel: (480) 281 3949
Tel: (972) 719 2431
Tel: (501) 707 6543
Tel: (501) 707 6543
Tel: (480) 281 3949
Tel: (972) 719 2431
VELA INSURANCE SERVICES
311 South Wacker Drive, Suite 3600
Chicago, Illinois 60606
Tel: (312) 553 4413
www.vela-ins.com
Arthur G. Davis, President
Atlanta, Georgia
Chicago, Illinois
Omaha, Nebraska
Minneapolis, Minnesota
Tel: (678) 987 1701
Tel: (312) 553 4413
Tel: (402) 492 8352
Tel: (612) 766 3000
VELA INSURANCE SERVICES, LLC
Los Angeles, California
Solvang, California
Walnut Creek, California
Tel: (213) 417 5452
Tel: (805) 693 0839
Tel: (925) 472 8220
148 W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT
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COMBATTING
HUNGER
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128,000 MEALS
708 boxes and bags, 7,000 pounds, 2,787 items and 128,000 meals. While each Berkley
company may count their donations differently, together we served thousands of
hungry people in 2018.
Berkley team members support
organizations that feed the hungry
in their own backyards and across
the globe.
Throughout our Company, we are doing our part to combat world hunger. Some contribute
by preparing, delivering or serving meals to the people in our own communities through
organizations like Meals on Wheels, The Banquet in South Dakota, Feed More in Virginia
and Meals From the Heartland in Iowa. Many collect and donate to local food banks
in Alabama, the Greater Boston Food Bank, the Foothills Food Bank in Arizona,
Operation Food Search in St. Louis or the New Hampshire Food Bank. Still others
provide meals for starving families in developing nations through organizations like
Feed My Starving Children. The various volunteer events and food drives provide
opportunities for our people to make a real difference in the lives of others, often while
bonding with co-workers and local business partners.
Volunteering with Feed More, our local foodbank and community
kitchen, is rewarding and has afforded us the opportunity to help
our community, raise awareness of Verus Underwriting Managers
and strengthen our relationships with our clients.
— Sean W., Assistant Vice President of Marketing, Verus Underwriting Managers
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W/R/B UNDERWRITING
W. R. BERKLEY SYNDICATE MANAGEMENT LIMITED
SYNDICATE 1967 AT LLOYD’S
W. R. BERKLEY UK LIMITED
Level 14, 52 Lime Street
London EC3M 7AF, United Kingdom
Tel: 44 (0) 20 7088 1900
www.wrbunderwriting.com
Alastair Blades, President and Chief Executive Officer
BERKLEY ASSET PROTECTION
757 Third Avenue, 10th Floor
New York, New York 10017
Tel: (212) 497 3700
www.berkleyassetpro.com
Joseph P. Dowd, President
Reinsurance
BERKLEY RE
www.berkleyre.com
BERKLEY RE AMERICA
Three Stamford Plaza
301 Tresser Boulevard, 7th Floor
Stamford, Connecticut 06901
Tel: (203) 905 4444
Robert C. Hewitt, Acting President
BERKLEY RE AUSTRALIA
Level 7, 321 Kent Street
Sydney NSW 2000, Australia
Tel: 61 (2) 8117 2100
Level 21, 12 Creek Street
Brisbane QLD 4000, Australia
Tel: 61 (7) 3175 0200
Level 6, 114 William Street
Melbourne VIC 3000, Australia
Tel: 61 (3) 9607 8404
Tony Piper, Chief Executive Officer,
Australia and New Zealand
BERKLEY RE BEIJING
Room 4901, China World Tower B
No. 1 Jian Guo Men Wai Avenue
Beijing 100004, China
Tel: (86) 108 526 4826
BERKLEY RE HONG KONG
Room 4407, 44/F Hopewell Centre
183 Queen’s Road East
Wan Chai, Hong Kong
Tel: (852) 3120 7000
BERKLEY RE SINGAPORE
18 Cross Street
Unit 09-04, China Square Central
Singapore 048423
Tel: (65) 6671 2070
Glen Riddell, Chief Executive Officer, Asia
BERKLEY RE SOLUTIONS
Three Stamford Plaza
301 Tresser Boulevard, 9th Floor
Stamford, Connecticut 06901
Tel: (800) 974 5714
www.berkleyre.com/solutions
Gregory A. Douglas, President
Dublin, Ohio
Johns Creek, Georgia
Lakewood, Ohio
Philadelphia, Pennsylvania
Walnut Creek, California
Tel: (800) 606 8360
Tel: (800) 348 4229
Tel: (800) 606 8360
Tel: (800) 519 6341
Tel: (800) 970 2550
BERKLEY RE UK LIMITED
Level 17, 52 Lime Street
London EC3M 7AF, United Kingdom
Tel: 44 (0) 20 7398 1000
Richard Fothergill, Chief Executive Officer
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 149
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Service Operations
BERKLEY CAPITAL, LLC
600 Brickell Avenue, 39th Floor
Miami, Florida 33131
Tel: (786) 450 5510
Frank T. Medici, President
BERKLEY DEAN & COMPANY, INC.
475 Steamboat Road
Greenwich, Connecticut 06830
Tel: (203) 629 3000
James G. Shiel, President
BERKLEY TECHNOLOGY SERVICES LLC
101 Bellevue Parkway
Wilmington, Delaware 19809
Tel: (302) 439 2000
Terrence M. Walker, President
Des Moines, Iowa
Tel: (515) 564 2300
W. R. Berkley Corporation’s operating units conduct
business through the following insurance entities:
Acadia Insurance Company; Admiral Indemnity Company;
Admiral Insurance Company; Berkley Casualty Company;
Berkley Argentina de Reaseguros S.A.; Berkley Assurance
Company; Berkley Insurance Company; Berkley International
Aseguradora de Riesgos del Trabajo S.A.; Berkley
International do Brasil Seguros S.A.; Berkley International
Fianzas México, S.A. de C.V.; Berkley International Seguros
Colombia S.A.; Berkley International Seguros México, S.A. de
C.V.; Berkley International Seguros S.A.; Berkley International
Seguros S.A. (Uruguay); Berkley Life and Health Insurance
Company; Berkley National Insurance Company; Berkley
Regional Insurance Company; Berkley Specialty Insurance
Company; Carolina Casualty Insurance Company; Clermont
Insurance Company; Continental Western Insurance
Company; East Isles Reinsurance, Ltd.; Firemen’s Insurance
Company of Washington, D.C.; Gemini Insurance Company;
Great Divide Insurance Company; Greenwich Knight
Insurance Company, Ltd.; Intrepid Insurance Company;
Key Risk Insurance Company; Midwest Employers Casualty
Company; Nautilus Insurance Company; Preferred
Employers Insurance Company; Queen’s Island Insurance
Company, Ltd.; Riverport Insurance Company; StarNet
Insurance Company; Syndicate 1967 at Lloyd’s; Tri-State
Insurance Company of Minnesota; Union Insurance
Company; Union Standard Lloyds; W. R. Berkley Europe AG.
150 W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT
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Directors
William R. Berkley
Executive Chairman
W. Robert Berkley, Jr.
President and Chief Executive Officer
Christopher L. Augostini
Executive Vice President - Business
Emory University
Ronald E. Blaylock
Managing Partner
GenNx360 Capital Partners
Mark E. Brockbank
Retired Chief Executive Officer
XL Brockbank Ltd.
Mary C. Farrell
President, The Howard Gilman Foundation
Retired Managing Director, Chief Investment Strategist
UBS Wealth Management USA
María Luisa Ferré
President and Chief Executive Officer
FRG, Inc.
Jack H. Nusbaum
Senior Partner
Willkie Farr & Gallagher LLP
Leigh Ann Pusey
Senior Vice President, Corporate Affairs
and Communications, Eli Lilly and Company
Mark L. Shapiro
Private Investor
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FUNDING
THE CURE
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FINISHED IN3RD PLACE
FINISHED IN3RD PLACE
Along with her colleagues, Berkley Canadaʼs marketing director participated in the CIBC
Along with her colleagues, Berkley Canadaʼs marketing director participated in the CIBC
Run for the Cure. Of the 12 Berkley employees who ran, she finished the race in 3rd place
Run for the Cure. Of the 12 Berkley employees who ran, she finished the race in 3rd place
while five months pregnant and pushing her toddler son in a stroller.
while five months pregnant and pushing her toddler son in a stroller.
Berkley Canada employees ran for
Berkley Canada employees ran for
the cure.
the cure.
The CIBC Run for the Cure, which has partnered with the Canadian Cancer Society (CCS),
The CIBC Run for the Cure, which has partnered with the Canadian Cancer Society (CCS),
is a 5k or 1k run/walk to help raise vital funds for breast cancer. It takes place in 56 locations
is a 5k or 1k run/walk to help raise vital funds for breast cancer. It takes place in 56 locations
across Canada and has become the largest single-day volunteer event in support of breast
across Canada and has become the largest single-day volunteer event in Canada to support
breast cancer. Several Berkley Canada employees participated in the Toronto run, which took
cancer. Several Berkley Canada employees participated in the Toronto run, which took place
place in September. For those who did not participate in the actual race, Berkley Canada held
in September. For those who did not participate in the actual race, Berkley Canada held
a 50/50 drawing, and donated the proceeds to the Canadian Breast Cancer Foundation.
a 50/50 drawing, and donated the proceeds to the Canadian Breast Cancer Foundation.
The CIBC Run for the Cure event was a great way to show our
The CIBC Run for the Cure event was a great way to show our
support for one of our colleagues who was diagnosed with breast
support for one of our colleagues who was diagnosed with breast
cancer earlier in the year. It was nice to see how many people
cancer earlier in the year. It was nice to see how many people
rallied behind her, whether through donations, walking or raffles.
rallied behind her, whether through donations, walking or raffles.
Their support is a reflection of the amazing people who work here.
Their support is a reflection of the amazing people who work here.
— Daniela F., Specialty Lines Complex Claims Director, Berkley Canada
— Daniela F., Specialty Lines Complex Claims Director, Berkley Canada
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Officers
William R. Berkley
Executive Chairman
W. Robert Berkley, Jr.
President and Chief Executive Officer
Richard M. Baio
Executive Vice President – Chief Financial Officer
and Treasurer
Ira S. Lederman
Executive Vice President – Secretary
Lucille T. Sgaglione
Executive Vice President
James G. Shiel
Executive Vice President – Investments
Philip S. Welt
Executive Vice President – General Counsel
James P. Bronner
Executive Vice President
James B. Gilbert
Executive Vice President
John K. Goldwater
Executive Vice President
Jeffrey M. Hafter
Executive Vice President
Robert C. Hewitt
Executive Vice President
Michael J. Maloney
Executive Vice President
William M. Rohde, Jr.
Executive Vice President
Kenneth P. Sroka
Executive Vice President
Robert D. Stone
Executive Vice President
Joseph L. Sullivan
Executive Vice President
Kathleen M. Tierney
Executive Vice President
Jared E. Abbey
Senior Vice President – Corporate Strategy
and Development
Kevin H. Ebers
Senior Vice President – Business Shared Services
Melissa M. Emmendorfer
Senior Vice President – Insurance Risk Management
Michele L. Fleckenstein
Senior Vice President – Underwriting and Analytics
Paul J. Hancock
Senior Vice President – Chief Corporate Actuary
Gillian James
Senior Vice President – Enterprise Risk Management
Peter L. Kamford
Senior Vice President
Carol J. LaPunzina
Senior Vice President – Human Resources
Edward F. Linekin
Senior Vice President – Investments
A. Scott Mansolillo
Senior Vice President – Chief Compliance Officer
Mir Mazhar
Senior Vice President – Chief Project Officer
Nelson Tavares
Senior Vice President – Claims
Steven W. Taylor
Senior Vice President
Terrence M. Walker
Senior Vice President – Chief Information Officer
Richard K. Altorelli
Vice President – Investment Controller
Thomas P. Boyle
Vice President – Corporate Actuarial
Trish Conway
Vice President – Enterprise Risk Management
Denise L. Davies
Vice President – Internal Audit
W. R. BERKLEY CORPORATION | 2018 ANNUAL REPORT 151
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Officers (continued)
Dana R. Frantz
Vice President – Corporate Actuary
Jo-Marie St. Martin
Vice President – Federal Government Relations
Laura Goodall
Vice President – Insurance Risk Management
Keith D. Wilson
Vice President – Chief Information Security Officer
Karen A. Horvath
Vice President – External Financial Communications
Justin R. Woytowich
Vice President – Finance
Andrea C. Kanefsky
Vice President – Corporate Controller
Joan E. Kapfer
Vice President
Nicholas R. Lang
Vice President – Investments
Thomas L. Lee
Vice President
Jonathan M. Levine
Vice President – Chief Marketing Officer
John M. Littzi
Vice President – Senior Counsel
James T. McGrath
Vice President – Investments
Scott J. McBurney
Vice President – Insurance Risk Management
Alistair D. Macpherson
Vice President – Actuary
Steven J. Malawer
Vice President – Senior Counsel
Jane B. Parker
Vice President – Senior Counsel
Josephine A. Raimondi
Vice President – Senior Counsel and Assistant Secretary
Robert E. Sabio
Vice President – Corporate Catastrophe Analysis
Scott A. Siegel
Vice President – Taxes
Jessica L. Somerfeld
Vice President – Corporate Actuary
Tatiana Connolly
Assistant Vice President – Counsel
Adam Coppola
Assistant Vice President and
Director of Operations – Investments
Liana M. Fairchild
Assistant Vice President – Corporate Actuary
Arthur Gurevitch
Assistant Vice President – Analytics
David D. Hudson
Assistant Vice President – Corporate Data Manager
Neil R. Keenan
Assistant Vice President – Counsel
Naomi B. Kinderman
Assistant Vice President – Counsel
Suzette A. Lemson
Assistant Vice President – Office of the Chairman
Jamie L. Martin
Assistant Vice President – Finance
Robert C. Melillo
Assistant Vice President – Investments
Nancy Micale
Assistant Vice President – Human Resources
Bryan V. Spero
Assistant Vice President – Corporate Actuary
Pasquale Tomaino
Assistant Vice President – Reinsurance Accounting
Tracey M. Vizzo
Assistant Vice President – Risk Management
Bruce I. Weiser
Assistant Vice President – Counsel
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The culture of our Company
CONTENTS
FINANCIAL HIGHLIGHTS
OUR BUSINESS
LETTER TO OUR SHAREHOLDERS
SEGMENT OVERVIEW
INVESTMENTS
FORM 10-K
02
14
141
06
16
150
09
17
IBC
OPERATING UNITS
BOARD OF DIRECTORS & OFFICERS
CORPORATE INFORMATION
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ANNUAL MEETING
The Annual Meeting of Stockholders of W. R. Berkley
Corporation will be held at 1:00 p.m. on June 6, 2019 at the
offices of W. R. Berkley Corporation, 475 Steamboat Road,
Greenwich, Connecticut 06830.
SHARES TRADED
Common Stock of W. R. Berkley Corporation is traded on
the New York Stock Exchange.
Symbol: WRB
TRANSFER AGENT AND REGISTRAR
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, Minnesota 55120-4100
Tel: (800) 468 9716
www.shareowneronline.com
WEBSITE
For additional information, including press releases, visit
our website at: www.berkley.com
Follow us on Twitter @WRBerkleyCorp
AUDITORS
KPMG LLP, New York, New York
OUTSIDE COUNSEL
Willkie Farr & Gallagher LLP, New York, New York
The W. R. Berkley Corporation 2018 Annual Report editorial
sections are printed on recycled paper made from fiber sourced
from well-managed forests and other controlled wood sources
and is independently certified to the Forest Stewardship Council™
(FSC®) standards.
© Copyright 2019 W. R. Berkley Corporation. All rights reserved.
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Always do right.
This will gratify some people
and astonish the rest.
—Mark Twain—
W. R. BERKLEY CORPORATION
475 Steamboat Road Greenwich, CT 06830
203.629.3000 www.berkley.com
@WRBerkleyCorp
©Copyright 2019 W. R. Berkley Corporation.
All rights reserved.
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W. R. BERKLEY CORPORATION
2018 ANNUAL REPORT
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