MKL 03.31.2014 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-Q
___________________________________________
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x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2014 |
or
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¨ | 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: 001-15811
___________________________________________
MARKEL CORPORATION
(Exact name of registrant as specified in its charter)
___________________________________________
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| | |
Virginia | | 54-1959284 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
4521 Highwoods Parkway, Glen Allen, Virginia 23060-6148
(Address of principal executive offices)
(Zip Code)
(804) 747-0136
(Registrant's telephone number, including area code)
___________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x | | Accelerated filer o | | Non-accelerated filer o | | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Number of shares of the registrant's common stock outstanding at April 30, 2014: 13,969,287
Markel Corporation
Form 10-Q
Index
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MARKEL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(dollars in thousands)
|
| | | | | | | |
| March 31, 2014 | | December 31, 2013 |
| (unaudited) | | |
ASSETS | | | |
Investments, available-for-sale, at estimated fair value: | | | |
Fixed maturities (amortized cost of $10,074,531 in 2014 and $10,129,141 in 2013) | $ | 10,236,737 |
| | $ | 10,142,536 |
|
Equity securities (cost of $1,647,953 in 2014 and $1,566,553 in 2013) | 3,399,651 |
| | 3,251,798 |
|
Short-term investments (estimated fair value approximates cost) | 1,348,231 |
| | 1,452,288 |
|
Total Investments | 14,984,619 |
| | 14,846,622 |
|
Cash and cash equivalents | 2,151,420 |
| | 1,978,526 |
|
Restricted cash and cash equivalents | 634,029 |
| | 786,926 |
|
Receivables | 1,403,644 |
| | 1,141,773 |
|
Reinsurance recoverable on unpaid losses | 1,869,403 |
| | 1,854,414 |
|
Reinsurance recoverable on paid losses | 78,741 |
| | 102,002 |
|
Deferred policy acquisition costs | 334,593 |
| | 260,967 |
|
Prepaid reinsurance premiums | 379,621 |
| | 383,559 |
|
Goodwill | 1,019,770 |
| | 967,717 |
|
Intangible assets | 687,982 |
| | 565,083 |
|
Other assets | 909,170 |
| | 1,067,922 |
|
Total Assets | $ | 24,452,992 |
| | $ | 23,955,511 |
|
LIABILITIES AND EQUITY | | | |
Unpaid losses and loss adjustment expenses | $ | 10,369,020 |
| | $ | 10,262,056 |
|
Life and annuity benefits | 1,483,606 |
| | 1,486,574 |
|
Unearned premiums | 2,364,784 |
| | 2,127,115 |
|
Payables to insurance and reinsurance companies | 355,032 |
| | 295,496 |
|
Senior long-term debt and other debt (estimated fair value of $2,428,000 in 2014 and $2,372,000 in 2013) | 2,255,824 |
| | 2,256,227 |
|
Other liabilities | 663,625 |
| | 777,850 |
|
Total Liabilities | 17,491,891 |
| | 17,205,318 |
|
Redeemable noncontrolling interests | 52,915 |
| | 72,183 |
|
Commitments and contingencies |
| |
|
Shareholders' equity: | | | |
Common stock | 3,302,301 |
| | 3,288,863 |
|
Retained earnings | 2,365,469 |
| | 2,294,909 |
|
Accumulated other comprehensive income | 1,232,362 |
| | 1,089,805 |
|
Total Shareholders' Equity | 6,900,132 |
| | 6,673,577 |
|
Noncontrolling interests | 8,054 |
| | 4,433 |
|
Total Equity | 6,908,186 |
| | 6,678,010 |
|
Total Liabilities and Equity | $ | 24,452,992 |
| | $ | 23,955,511 |
|
See accompanying notes to consolidated financial statements.
MARKEL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
|
| | | | | | | |
| Three Months Ended March 31, |
| 2014 | | 2013 |
| (dollars in thousands, except per share data) |
OPERATING REVENUES | | | |
Earned premiums | $ | 949,375 |
| | $ | 564,587 |
|
Net investment income | 86,715 |
| | 64,617 |
|
Net realized investment gains | 17,394 |
| | 17,917 |
|
Other revenues | 186,171 |
| | 172,743 |
|
Total Operating Revenues | 1,239,655 |
| | 819,864 |
|
OPERATING EXPENSES | | | |
Losses and loss adjustment expenses | 542,303 |
| | 287,896 |
|
Underwriting, acquisition and insurance expenses | 355,505 |
| | 228,673 |
|
Amortization of intangible assets | 13,999 |
| | 9,615 |
|
Other expenses | 182,168 |
| | 152,317 |
|
Total Operating Expenses | 1,093,975 |
| | 678,501 |
|
Operating Income | 145,680 |
| | 141,363 |
|
Interest expense | 29,699 |
| | 23,574 |
|
Income Before Income Taxes | 115,981 |
| | 117,789 |
|
Income tax expense | 28,480 |
| | 28,526 |
|
Net Income | 87,501 |
| | 89,263 |
|
Net income (loss) attributable to noncontrolling interests | (215 | ) | | 361 |
|
Net Income to Shareholders | $ | 87,716 |
| | $ | 88,902 |
|
| | | |
OTHER COMPREHENSIVE INCOME | | | |
Change in net unrealized gains on investments, net of taxes: | | | |
Net holding gains arising during the period | $ | 147,296 |
| | $ | 181,599 |
|
Change in unrealized other-than-temporary impairment losses on fixed maturities arising during the period | (20 | ) | | 249 |
|
Reclassification adjustments for net gains included in net income | (5,944 | ) | | (12,255 | ) |
Change in net unrealized gains on investments, net of taxes | 141,332 |
| | 169,593 |
|
Change in foreign currency translation adjustments, net of taxes | 913 |
| | (1,181 | ) |
Change in net actuarial pension loss, net of taxes | 319 |
| | 370 |
|
Total Other Comprehensive Income | 142,564 |
| | 168,782 |
|
Comprehensive Income | 230,065 |
| | 258,045 |
|
Comprehensive income (loss) attributable to noncontrolling interests | (208 | ) | | 361 |
|
Comprehensive Income to Shareholders | $ | 230,273 |
| | $ | 257,684 |
|
| | | |
NET INCOME PER SHARE | | | |
Basic | $ | 6.28 |
| | $ | 9.53 |
|
Diluted | $ | 6.25 |
| | $ | 9.50 |
|
See accompanying notes to consolidated financial statements.
MARKEL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
(Unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | Common Stock | | Retained Earnings | | Accumulated Other Comprehensive Income | | Total Shareholders' Equity | | Noncontrolling Interests | | Total Equity | | Redeemable Noncontrolling Interests |
December 31, 2012 | $ | 908,980 |
| | $ | 2,068,340 |
| | $ | 911,337 |
| | $ | 3,888,657 |
| | $ | 360 |
| | $ | 3,889,017 |
| | $ | 86,225 |
|
Net income (loss) | | | 88,902 |
| | — |
| | 88,902 |
| | (448 | ) | | 88,454 |
| | 809 |
|
Other comprehensive income | | | — |
| | 168,782 |
| | 168,782 |
| | — |
| | 168,782 |
| | — |
|
Comprehensive Income (Loss) | | | | | | | 257,684 |
| | (448 | ) | | 257,236 |
| | 809 |
|
Issuance of common stock | 19 |
| | — |
| | — |
| | 19 |
| | — |
| | 19 |
| | — |
|
Restricted stock units expensed | 2,583 |
| | — |
| | — |
| | 2,583 |
| | — |
| | 2,583 |
| | — |
|
Adjustment of redeemable noncontrolling interests | — |
| | 2,886 |
| | — |
| | 2,886 |
| | — |
| | 2,886 |
| | (2,886 | ) |
Purchase of noncontrolling interest | (283 | ) | | — |
| | — |
| | (283 | ) | | — |
| | (283 | ) | | (8,157 | ) |
Other | 31 |
| | (68 | ) | | — |
| | (37 | ) | | 5,000 |
| | 4,963 |
| | (1,490 | ) |
March 31, 2013 | $ | 911,330 |
| | $ | 2,160,060 |
| | $ | 1,080,119 |
| | $ | 4,151,509 |
| | $ | 4,912 |
| | $ | 4,156,421 |
| | $ | 74,501 |
|
| | | | | | | | | | | | | |
December 31, 2013 | $ | 3,288,863 |
| | $ | 2,294,909 |
| | $ | 1,089,805 |
| | $ | 6,673,577 |
| | $ | 4,433 |
| | $ | 6,678,010 |
| | $ | 72,183 |
|
Net income (loss) | | | 87,716 |
| | — |
| | 87,716 |
| | (324 | ) | | 87,392 |
| | 109 |
|
Other comprehensive income | | | — |
| | 142,557 |
| | 142,557 |
| | — |
| | 142,557 |
| | 7 |
|
Comprehensive Income (Loss) | | | | | | | 230,273 |
| | (324 | ) | | 229,949 |
| | 116 |
|
Issuance of common stock | 4,363 |
| | — |
| | — |
| | 4,363 |
| | — |
| | 4,363 |
| | — |
|
Repurchase of common stock | — |
| | (17,282 | ) | | — |
| | (17,282 | ) | | — |
| | (17,282 | ) | | — |
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Restricted stock units expensed | 8,421 |
| | — |
| | — |
| | 8,421 |
| | — |
| | 8,421 |
| | — |
|
Adjustment of redeemable noncontrolling interests | — |
| | 117 |
| | — |
| | 117 |
| | — |
| | 117 |
| | (117 | ) |
Purchase of noncontrolling interest | 647 |
| | — |
| | — |
| | 647 |
| | — |
| | 647 |
| | (18,405 | ) |
Other | 7 |
| | 9 |
| | — |
| | 16 |
| | 3,945 |
| | 3,961 |
| | (862 | ) |
March 31, 2014 | $ | 3,302,301 |
| | $ | 2,365,469 |
| | $ | 1,232,362 |
| | $ | 6,900,132 |
| | $ | 8,054 |
| | $ | 6,908,186 |
| | $ | 52,915 |
|
See accompanying notes to consolidated financial statements.
MARKEL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
| | | | | | | |
| Three Months Ended March 31, |
| 2014 | | 2013 |
| (dollars in thousands) |
OPERATING ACTIVITIES | | | |
Net income | $ | 87,501 |
| | $ | 89,263 |
|
Adjustments to reconcile net income to net cash provided by operating activities | (65,084 | ) | | (33,709 | ) |
Net Cash Provided By Operating Activities | 22,417 |
| | 55,554 |
|
INVESTING ACTIVITIES | | | |
Proceeds from sales of fixed maturities and equity securities | 660,447 |
| | 52,834 |
|
Proceeds from maturities, calls and prepayments of fixed maturities | 440,891 |
| | 120,711 |
|
Cost of fixed maturities and equity securities purchased | (1,114,736 | ) | | (62,775 | ) |
Net change in short-term investments | 130,557 |
| | (410,662 | ) |
Proceeds from sales of equity method investments | 82,518 |
| | — |
|
Cost of equity method investments | (8,050 | ) | | — |
|
Change in restricted cash and cash equivalents | 152,897 |
| | 12,317 |
|
Additions to property and equipment | (10,725 | ) | | (14,442 | ) |
Acquisitions, net of cash acquired | (153,735 | ) | | (36,531 | ) |
Other | 384 |
| | (2,438 | ) |
Net Cash Provided (Used) By Investing Activities | 180,448 |
| | (340,986 | ) |
FINANCING ACTIVITIES | | | |
Additions to senior long-term debt and other debt | 10,120 |
| | 507,969 |
|
Repayment and retirement of senior long-term debt and other debt | (8,608 | ) | | (268,522 | ) |
Repurchases of common stock | (17,282 | ) | | (169 | ) |
Issuance of common stock | 4,363 |
| | 19 |
|
Purchase of redeemable noncontrolling interests | (17,758 | ) | | (8,440 | ) |
Distributions to noncontrolling interests | (1,168 | ) | | (2,032 | ) |
Other | (609 | ) | | 2,364 |
|
Net Cash Provided (Used) By Financing Activities | (30,942 | ) | | 231,189 |
|
Effect of foreign currency rate changes on cash and cash equivalents | 971 |
| | (7,546 | ) |
Increase (decrease) in cash and cash equivalents | 172,894 |
| | (61,789 | ) |
Cash and cash equivalents at beginning of period | 1,978,526 |
| | 863,766 |
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 2,151,420 |
| | $ | 801,977 |
|
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Markel Corporation is a diverse financial holding company serving a variety of niche markets. Markel Corporation's principal business markets and underwrites specialty insurance products and programs. Through its wholly-owned subsidiary, Markel Ventures, Inc. (Markel Ventures), Markel Corporation also owns interests in various industrial and service businesses that operate outside of the specialty insurance marketplace.
On May 1, 2013 (the Acquisition Date), Markel Corporation completed the acquisition of 100% of the issued and outstanding common stock of Alterra Capital Holdings Limited (Alterra) pursuant to an agreement dated December 18, 2012 (the Merger Agreement) which provided for the merger of Alterra with one of Markel Corporation's subsidiaries. Total purchase consideration was $3.3 billion. Alterra was a Bermuda-headquartered global enterprise providing diversified specialty insurance and reinsurance products to corporations, public entities and other property and casualty insurers.
The consolidated balance sheet as of March 31, 2014 and the related consolidated statements of income and comprehensive income, changes in equity and cash flows for the three months ended March 31, 2014 and 2013 are unaudited. In the opinion of management, all adjustments necessary for fair presentation of such consolidated financial statements have been included. Such adjustments consist only of normal, recurring items. Interim results are not necessarily indicative of results of operations for the entire year. The consolidated balance sheet as of December 31, 2013 was derived from Markel Corporation's audited annual consolidated financial statements.
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of Markel Corporation and its subsidiaries (the Company). All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements include the results of operations and cash flows of Alterra from the Acquisition Date. The Company consolidates the results of its Markel Ventures subsidiaries on a one-month lag. Certain prior year amounts have been reclassified to conform to the current presentation.
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements.
The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company's annual consolidated financial statements and notes. Readers are urged to review the Company's 2013 Annual Report on Form 10-K for a more complete description of the Company's business and accounting policies.
2. Recent Accounting Pronouncements
Effective January 1, 2014, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 requires that a liability related to an unrecognized tax benefit be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In that case, the liability associated with the unrecognized tax benefit is presented in the financial statements as a reduction to the related deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. Otherwise, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The adoption of this guidance did not have an impact on the Company's financial position, results of operations or cash flows.
3. Acquisitions
Acquisition of Alterra
a)Overview. On May 1, 2013, the Company completed the acquisition of 100% of the issued and outstanding common stock of Alterra. Results attributable to Alterra's property and casualty insurance and reinsurance business are included in each of the Company's underwriting segments, which were redefined during the first quarter of 2014. See note 6. Previously, Alterra also offered life and annuity reinsurance products. In 2010, Alterra ceased writing life and annuity reinsurance contracts and placed this business into run-off. Results attributable to the run-off of Alterra's life and annuity reinsurance business are included in the Company's Other Insurance (Discontinued Lines) segment. See note 6 for further discussion of the Company's reportable segments.
Pursuant to the terms of the Merger Agreement, on the Acquisition Date, equity holders of Alterra received, in exchange for each share of Alterra common stock held (other than restricted shares that did not vest in connection with the transaction), (1) 0.04315 shares of the Company's common stock and (2) $10.00 in cash. Equity holders of Alterra received total consideration of $3.3 billion, consisting of cash consideration of $964.3 million and stock consideration of 4.3 million shares of the Company's common stock.
b)Fair Value of Net Assets Acquired and Liabilities Assumed. The purchase price was allocated to the acquired assets and liabilities of Alterra based on estimated fair values at the Acquisition Date. The Company recognized goodwill of $295.7 million, of which $107.8 million is included in the U.S. Insurance segment, $89.8 million is included in the International Insurance segment and $98.1 million is included in the Reinsurance segment. None of the goodwill that was recorded is deductible for income tax purposes. The Company also recognized indefinite lived intangible assets of $37.5 million and other intangible assets of $170.0 million, which are being amortized over a weighted average period of 17 years.
As part of the purchase price allocation, the Company adjusted the historical carrying value of the acquired assets and liabilities based on estimated fair values at the Acquisition Date. An explanation of the significant adjustments for fair value that are being amortized to net income is as follows:
| |
• | Investments - Fixed maturity investments acquired include a net increase of $223.1 million to adjust the historical carrying amount of Alterra's investments to their estimated fair value as of the Acquisition Date. The difference in the historical amortized cost of the fixed maturity investments acquired and their estimated fair value as of the Acquisition Date, $495.5 million, represents incremental premium that is being amortized to net investment income over the term of the underlying securities. The amount of the unamortized incremental premium as of March 31, 2014 was $299.9 million. The decrease in the unamortized incremental premium since the Acquisition Date is due to amortization expense of $76.7 million, including $18.4 million recorded during the first quarter of 2014, and sales of securities. |
| |
• | Unpaid losses and loss adjustment expenses - Unpaid losses and loss adjustment expenses acquired include an increase of $120.8 million to adjust the carrying value of Alterra's historical unpaid losses and loss adjustment expenses, net of related reinsurance recoverable, to fair value as of the Acquisition Date. The estimated fair value consists of the present value of the expected net loss and loss adjustment expense payments plus a risk premium. This adjustment, plus the $26.5 million unamortized fair value adjustment included in Alterra's historical unpaid losses and loss adjustment expenses, is being amortized to losses and loss adjustment expenses over a weighted average period of approximately five years, based on the estimated payout pattern of net reserves as of the Acquisition Date. As of March 31, 2014, the unamortized fair value adjustment included in unpaid losses and loss adjustment expenses was $131.0 million. |
| |
• | Senior long-term debt - Senior long-term debt acquired includes an increase of $71.9 million to adjust the carrying value of Alterra's senior long-term debt to its estimated fair value based on prevailing interest rates and other factors as of the Acquisition Date. This adjustment is being amortized to interest expense over the term of the notes. As of March 31, 2014, the unamortized premium on the acquired senior long-term debt was $63.9 million. |
Acquisition of Abbey Protection
On January 17, 2014, the Company completed its acquisition of 100% of the share capital of Abbey Protection plc (Abbey), an integrated specialty insurance and consultancy group headquartered in London. Abbey's business is focused on the underwriting and sale of insurance products to small and medium-sized enterprises and affinity groups in the United Kingdom providing protection against legal expenses and professional fees incurred as a result of legal actions or investigations by tax authorities, as well as providing a range of complementary legal and professional consulting services. Premiums associated with Abbey's insurance operations for 2013 were in excess of $60 million. Results attributable to Abbey's insurance operations are included in the International Insurance segment. Results attributable to Abbey's consultancy operations are reported with the Company's non-insurance operations, which are not included in a reportable segment.
Total consideration for this acquisition was $190.7 million, all of which was cash consideration. The purchase price was allocated to the acquired assets and liabilities based on estimated fair values on January 17, 2014. The Company recognized goodwill of $52.8 million, of which $37.5 million was allocated to the International Insurance segment and $15.3 million was allocated to the Company's non-insurance operations. None of the goodwill recognized is expected to be deductible for income tax purposes. The goodwill is primarily attributable to Abbey's assembled workforce and synergies that are expected to result upon integration of Abbey into the Company's insurance operations. The Company also recognized other intangible assets of $130.6 million, including $119.9 million of customer relationships and $10.7 million of trade names. These intangible assets are expected to be amortized over 20 years and 14 years, respectively.
4. Investments
a)The following tables summarize the Company's available-for-sale investments.
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| | | | | | | | | | | | | | | | | | | |
| March 31, 2014 |
(dollars in thousands) | Amortized Cost | | Gross Unrealized Holding Gains | | Gross Unrealized Holding Losses | | Unrealized Other-Than- Temporary Impairment Losses | | Estimated Fair Value |
Fixed maturities: | | | | | | | | | |
U.S. Treasury securities and obligations of U.S. government agencies | $ | 780,801 |
| | $ | 8,446 |
| | $ | (15,434 | ) | | $ | — |
| | $ | 773,813 |
|
Obligations of states, municipalities and political subdivisions | 3,509,045 |
| | 154,545 |
| | (14,683 | ) | | — |
| | 3,648,907 |
|
Foreign governments | 1,548,401 |
| | 40,642 |
| | (19,458 | ) | | — |
| | 1,569,585 |
|
Commercial mortgage-backed securities | 354,194 |
| | 1,010 |
| | (4,143 | ) | | — |
| | 351,061 |
|
Residential mortgage-backed securities | 963,494 |
| | 13,272 |
| | (15,181 | ) | | (2,258 | ) | | 959,327 |
|
Asset-backed securities | 184,342 |
| | 385 |
| | (1,383 | ) | | — |
| | 183,344 |
|
Corporate bonds | 2,734,254 |
| | 50,409 |
| | (31,903 | ) | | (2,060 | ) | | 2,750,700 |
|
Total fixed maturities | 10,074,531 |
| | 268,709 |
| | (102,185 | ) | | (4,318 | ) | | 10,236,737 |
|
Equity securities: | | | | | | | | | |
Insurance, banks and other financial institutions | 443,079 |
| | 621,467 |
| | (17 | ) | | — |
| | 1,064,529 |
|
Industrial, consumer and all other | 1,204,874 |
| | 1,131,301 |
| | (1,053 | ) | | — |
| | 2,335,122 |
|
Total equity securities | 1,647,953 |
| | 1,752,768 |
| | (1,070 | ) | | — |
| | 3,399,651 |
|
Short-term investments | 1,348,212 |
| | 19 |
| | — |
| | — |
| | 1,348,231 |
|
Investments, available-for-sale | $ | 13,070,696 |
| | $ | 2,021,496 |
| | $ | (103,255 | ) | | $ | (4,318 | ) | | $ | 14,984,619 |
|
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2013 |
(dollars in thousands) | Amortized Cost | | Gross Unrealized Holding Gains | | Gross Unrealized Holding Losses | | Unrealized Other-Than- Temporary Impairment Losses | | Estimated Fair Value |
Fixed maturities: | | | | | | | | | |
U.S. Treasury securities and obligations of U.S. government agencies | $ | 1,215,522 |
| | $ | 9,051 |
| | $ | (30,342 | ) | | $ | — |
| | $ | 1,194,231 |
|
Obligations of states, municipalities and political subdivisions | 2,986,758 |
| | 116,341 |
| | (27,384 | ) | | — |
| | 3,075,715 |
|
Foreign governments | 1,484,818 |
| | 30,647 |
| | (54,411 | ) | | — |
| | 1,461,054 |
|
Commercial mortgage-backed securities | 379,555 |
| | 62 |
| | (11,796 | ) | | — |
| | 367,821 |
|
Residential mortgage-backed securities | 875,902 |
| | 13,046 |
| | (16,442 | ) | | (2,258 | ) | | 870,248 |
|
Asset-backed securities | 189,646 |
| | 257 |
| | (1,614 | ) | | — |
| | 188,289 |
|
Corporate bonds | 2,996,940 |
| | 54,777 |
| | (61,650 | ) | | (4,889 | ) | | 2,985,178 |
|
Total fixed maturities | 10,129,141 |
| | 224,181 |
| | (203,639 | ) | | (7,147 | ) | | 10,142,536 |
|
Equity securities: | | | | | | | | | |
Insurance, banks and other financial institutions | 422,975 |
| | 592,112 |
| | (4 | ) | | — |
| | 1,015,083 |
|
Industrial, consumer and all other | 1,143,578 |
| | 1,094,251 |
| | (1,114 | ) | | — |
| | 2,236,715 |
|
Total equity securities | 1,566,553 |
| | 1,686,363 |
| | (1,118 | ) | | — |
| | 3,251,798 |
|
Short-term investments | 1,452,270 |
| | 18 |
| | — |
| | — |
| | 1,452,288 |
|
Investments, available-for-sale | $ | 13,147,964 |
| | $ | 1,910,562 |
| | $ | (204,757 | ) | | $ | (7,147 | ) | | $ | 14,846,622 |
|
b)The following tables summarize gross unrealized investment losses by the length of time that securities have continuously been in an unrealized loss position.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2014 |
| Less than 12 months | | 12 months or longer | | Total |
(dollars in thousands) | Estimated Fair Value | | Gross Unrealized Holding and Other-Than- Temporary Impairment Losses | | Estimated Fair Value | | Gross Unrealized Holding and Other-Than- Temporary Impairment Losses | | Estimated Fair Value | | Gross Unrealized Holding and Other-Than- Temporary Impairment Losses |
Fixed maturities: | | | | | | | | | | | |
U.S. Treasury securities and obligations of U.S. government agencies | $ | 342,593 |
| | $ | (15,422 | ) | | $ | 4,337 |
| | $ | (12 | ) | | $ | 346,930 |
| | $ | (15,434 | ) |
Obligations of states, municipalities and political subdivisions | 439,805 |
| | (14,526 | ) | | 4,582 |
| | (157 | ) | | 444,387 |
| | (14,683 | ) |
Foreign governments | 734,180 |
| | (19,458 | ) | | — |
| | — |
| | 734,180 |
| | (19,458 | ) |
Commercial mortgage-backed securities | 206,242 |
| | (4,143 | ) | | — |
| | — |
| | 206,242 |
| | (4,143 | ) |
Residential mortgage-backed securities | 508,762 |
| | (17,439 | ) | | — |
| | — |
| | 508,762 |
| | (17,439 | ) |
Asset-backed securities | 85,100 |
| | (1,383 | ) | | — |
| | — |
| | 85,100 |
| | (1,383 | ) |
Corporate bonds | 1,234,155 |
| | (33,963 | ) | | — |
| | — |
| | 1,234,155 |
| | (33,963 | ) |
Total fixed maturities | 3,550,837 |
| | (106,334 | ) | | 8,919 |
| | (169 | ) | | 3,559,756 |
| | (106,503 | ) |
Equity securities: | | | | | | | | | | | |
Insurance, banks and other financial institutions | 781 |
| | (17 | ) | | — |
| | — |
| | 781 |
| | (17 | ) |
Industrial, consumer and all other | 32,639 |
| | (1,053 | ) | | — |
| | — |
| | 32,639 |
| | (1,053 | ) |
Total equity securities | 33,420 |
| | (1,070 | ) | | — |
| | — |
| | 33,420 |
| | (1,070 | ) |
Total | $ | 3,584,257 |
| | $ | (107,404 | ) | | $ | 8,919 |
| | $ | (169 | ) | | $ | 3,593,176 |
| | $ | (107,573 | ) |
At March 31, 2014, the Company held 1,058 securities with a total estimated fair value of $3.6 billion and gross unrealized losses of $107.6 million. Of these 1,058 securities, 11 securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of $8.9 million and gross unrealized losses of $0.2 million. All 11 securities were fixed maturities. The Company does not intend to sell or believe it will be required to sell these fixed maturities before recovery of their amortized cost.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2013 |
| Less than 12 months | | 12 months or longer | | Total |
(dollars in thousands) | Estimated Fair Value | | Gross Unrealized Holding and Other-Than- Temporary Impairment Losses | | Estimated Fair Value | | Gross Unrealized Holding and Other-Than- Temporary Impairment Losses | | Estimated Fair Value | | Gross Unrealized Holding and Other-Than- Temporary Impairment Losses |
Fixed maturities: | | | | | | | | | | | |
U.S. Treasury securities and obligations of U.S. government agencies | $ | 587,929 |
| | $ | (30,342 | ) | | $ | — |
| | $ | — |
| | $ | 587,929 |
| | $ | (30,342 | ) |
Obligations of states, municipalities and political subdivisions | 513,608 |
| | (27,238 | ) | | 3,512 |
| | (146 | ) | | 517,120 |
| | (27,384 | ) |
Foreign governments | 950,040 |
| | (54,411 | ) | | — |
| | — |
| | 950,040 |
| | (54,411 | ) |
Commercial mortgage-backed securities | 357,737 |
| | (11,796 | ) | | — |
| | — |
| | 357,737 |
| | (11,796 | ) |
Residential mortgage-backed securities | 437,675 |
| | (18,700 | ) | | — |
| | — |
| | 437,675 |
| | (18,700 | ) |
Asset-backed securities | 142,011 |
| | (1,614 | ) | | — |
| | — |
| | 142,011 |
| | (1,614 | ) |
Corporate bonds | 1,817,737 |
| | (66,539 | ) | | — |
| | — |
| | 1,817,737 |
| | (66,539 | ) |
Total fixed maturities | 4,806,737 |
| | (210,640 | ) | | 3,512 |
| | (146 | ) | | 4,810,249 |
| | (210,786 | ) |
Equity securities: | | | | | | | | | | | |
Insurance, banks and other financial institutions | 144 |
| | (4 | ) | | — |
| | — |
| | 144 |
| | (4 | ) |
Industrial, consumer and all other | 20,943 |
| | (714 | ) | | 27,735 |
| | (400 | ) | | 48,678 |
| | (1,114 | ) |
Total equity securities | 21,087 |
| | (718 | ) | | 27,735 |
| | (400 | ) | | 48,822 |
| | (1,118 | ) |
Total | $ | 4,827,824 |
| | $ | (211,358 | ) | | $ | 31,247 |
| | $ | (546 | ) | | $ | 4,859,071 |
| | $ | (211,904 | ) |
At December 31, 2013, the Company held 1,364 securities with a total estimated fair value of $4.9 billion and gross unrealized losses of $211.9 million. Of these 1,364 securities, nine securities had been in a continuous unrealized loss position for one year or longer and had a total estimated fair value of $31.2 million and gross unrealized losses of $0.5 million. Of these securities, eight securities were fixed maturities and one was an equity security.
The Company completes a detailed analysis each quarter to assess whether the decline in the fair value of any investment below its cost basis is deemed other-than-temporary. All securities with unrealized losses are reviewed. The Company considers many factors in completing its quarterly review of securities with unrealized losses for other-than-temporary impairment, including the length of time and the extent to which fair value has been below cost and the financial condition and near-term prospects of the issuer. For equity securities, the ability and intent to hold the security for a period of time sufficient to allow for anticipated recovery is considered. For fixed maturities, the Company considers whether it intends to sell the security or if it is more likely than not that it will be required to sell the security before recovery, the implied yield-to-maturity, the credit quality of the issuer and the ability to recover all amounts outstanding when contractually due.
For equity securities, a decline in fair value that is considered to be other-than-temporary is recognized in net income based on the fair value of the security at the time of assessment, resulting in a new cost basis for the security. For fixed maturities where the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost, a decline in fair value is considered to be other-than-temporary and is recognized in net income based on the fair value of the security at the time of assessment, resulting in a new cost basis for the security. If the decline in fair value of a fixed maturity below its amortized cost is considered to be other-than-temporary based upon other considerations, the Company compares the estimated present value of the cash flows expected to be collected to the amortized cost of the security. The extent to which the estimated present value of the cash flows expected to be collected is less than the amortized cost of the security represents the credit-related portion of the other-than-temporary impairment, which is recognized in net income, resulting in a new cost basis for the security. Any remaining decline in fair value represents the non-credit portion of the other-than-temporary impairment, which is recognized in other comprehensive income. The discount rate used to calculate the estimated present value of the cash flows expected to be collected is the effective interest rate implicit for the security at the date of purchase.
When assessing whether it intends to sell a fixed maturity or if it is likely to be required to sell a fixed maturity before recovery of its amortized cost, the Company evaluates facts and circumstances including decisions to reposition the investment portfolio, potential sales of investments to meet cash flow needs and, ultimately, current market prices.
c)The amortized cost and estimated fair value of fixed maturities at March 31, 2014 are shown below by contractual maturity.
|
| | | | | | | |
(dollars in thousands) | Amortized Cost | | Estimated Fair Value |
Due in one year or less | $ | 783,252 |
| | $ | 790,476 |
|
Due after one year through five years | 2,404,376 |
| | 2,460,982 |
|
Due after five years through ten years | 2,167,719 |
| | 2,236,464 |
|
Due after ten years | 3,217,154 |
| | 3,255,083 |
|
| 8,572,501 |
| | 8,743,005 |
|
Commercial mortgage-backed securities | 354,194 |
| | 351,061 |
|
Residential mortgage-backed securities | 963,494 |
| | 959,327 |
|
Asset-backed securities | 184,342 |
| | 183,344 |
|
Total fixed maturities | $ | 10,074,531 |
| | $ | 10,236,737 |
|
d)The following table presents the components of net investment income.
|
| | | | | | | |
| Three Months Ended March 31, |
(dollars in thousands) | 2014 | | 2013 |
Interest: | | | |
Municipal bonds (tax-exempt) | $ | 23,104 |
| | $ | 21,448 |
|
Municipal bonds (taxable) | 8,996 |
| | 5,703 |
|
Other taxable bonds | 35,744 |
| | 21,332 |
|
Short-term investments, including overnight deposits | 1,474 |
| | 670 |
|
Dividends on equity securities | 16,856 |
| | 12,781 |
|
Change in fair value of credit default swap | 1,160 |
| | 3,290 |
|
Income from equity method investments | 3,583 |
| | 1,990 |
|
Other | 19 |
| | 62 |
|
| 90,936 |
| | 67,276 |
|
Investment expenses | (4,221 | ) | | (2,659 | ) |
Net investment income | $ | 86,715 |
| | $ | 64,617 |
|
e)The following table summarizes the activity for credit losses recognized in net income on fixed maturities where other-than-temporary impairment was identified and a portion of the other-than-temporary impairment was included in other comprehensive income.
|
| | | | | | | |
| Three Months Ended March 31, |
(dollars in thousands) | 2014 | | 2013 |
Cumulative credit loss, beginning balance | $ | 12,748 |
| | $ | 21,370 |
|
Additions: | | | |
Other-than-temporary impairment losses not previously recognized | — |
| | — |
|
Increases related to other-than-temporary impairment losses previously recognized | — |
| | — |
|
Total additions | — |
| | — |
|
Reductions: | | | |
Sales or maturities of fixed maturities on which credit losses were recognized | (13 | ) | | — |
|
Cumulative credit loss, ending balance | $ | 12,735 |
| | $ | 21,370 |
|
f)The following table presents net realized investment gains and the change in net unrealized gains on investments.
|
| | | | | | | |
| Three Months Ended March 31, |
(dollars in thousands) | 2014 | | 2013 |
Realized gains: | | | |
Sales of fixed maturities | $ | 4,583 |
| | $ | 287 |
|
Sales of equity securities | 12,145 |
| | 17,921 |
|
Other | 9,955 |
| | — |
|
Total realized gains | 26,683 |
| | 18,208 |
|
Realized losses: | | | |
Sales of fixed maturities | (8,484 | ) | | (138 | ) |
Sales of equity securities | (146 | ) | | (153 | ) |
Other | (659 | ) | | — |
|
Total realized losses | (9,289 | ) | | (291 | ) |
Net realized investment gains | $ | 17,394 |
| | $ | 17,917 |
|
Change in net unrealized gains on investments: | | | |
Fixed maturities | $ | 148,811 |
| | $ | (31,348 | ) |
Equity securities | 66,453 |
| | 280,895 |
|
Short-term investments | 1 |
| | 5 |
|
Net increase | $ | 215,265 |
| | $ | 249,552 |
|
g)There were no writedowns for other-than-temporary declines in the estimated fair value of investments for the three months ended March 31, 2014 and 2013.
5. Fair Value Measurements
FASB ASC 820-10, Fair Value Measurements and Disclosures, establishes a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets or liabilities fall within different levels of the hierarchy, the classification is based on the lowest level input that is significant to the fair value measurement of the asset or liability.
Classification of assets and liabilities within the hierarchy considers the markets in which the assets and liabilities are traded and the reliability and transparency of the assumptions used to determine fair value. The hierarchy requires the use of observable market data when available. The levels of the hierarchy are defined as follows:
Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities traded in active markets.
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.
Level 3 – Inputs to the valuation methodology are unobservable for the asset or liability and are significant to the fair value measurement.
In accordance with FASB ASC 820, the Company determines fair value based on 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. In determining fair value, the Company uses various methods, including the market, income and cost approaches. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The following section describes the valuation methodologies used by the Company to measure assets and liabilities at fair value, including an indication of the level within the fair value hierarchy in which each asset or liability is generally classified.
Investments available-for-sale. Investments available-for-sale are recorded at fair value on a recurring basis and include fixed maturities, equity securities and short-term investments. Short-term investments include certificates of deposit, commercial paper, discount notes and treasury bills with original maturities of one year or less. Fair value for investments available-for-sale is determined by the Company after considering various sources of information, including information provided by a third party pricing service. The pricing service provides prices for substantially all of the Company's fixed maturities and equity securities. In determining fair value, the Company generally does not adjust the prices obtained from the pricing service. The Company obtains an understanding of the pricing service's valuation methodologies and related inputs, which include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids, offers, duration, credit ratings, estimated cash flows and prepayment speeds. The Company validates prices provided by the pricing service by reviewing prices from other pricing sources and analyzing pricing data in certain instances.
The Company has evaluated the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Level 1 investments include those traded on an active exchange, such as the New York Stock Exchange. Level 2 investments include U.S. Treasury securities and obligations of U.S. government agencies, municipal bonds, foreign government bonds, commercial mortgage-backed securities, residential mortgage-backed securities, asset-backed securities and corporate debt securities.
Fair value for investments available-for-sale is measured based upon quoted prices in active markets, if available. Due to variations in trading volumes and the lack of quoted market prices, fixed maturities are classified as Level 2 investments. The fair value of fixed maturities is normally derived through recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data described above. If there are no recent reported trades, the fair value of fixed maturities may be derived through the use of matrix pricing or model processes, where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Significant inputs used to determine the fair value of obligations of states, municipalities and political subdivisions, corporate bonds and obligations of foreign governments include reported trades, benchmark yields, issuer spreads, bids, offers, credit information and estimated cash flows. Significant inputs used to determine the fair value of commercial mortgage-backed securities, residential mortgage-backed securities and asset-backed securities include the type of underlying assets, benchmark yields, prepayment speeds, collateral information, tranche type and volatility, estimated cash flows, credit information, default rates, recovery rates, issuer spreads and the year of issue.
Derivatives. The Company is a party to a credit default swap agreement, under which third party credit risk is transferred from a counterparty to the Company. At both March 31, 2014 and December 31, 2013, the notional amount of the credit default swap was $33.1 million, which represented the Company's aggregate exposure to losses if specified credit events involving third party reference entities occur. The credit default swap has a scheduled termination date of December 2014.
The fair value of the credit default swap is measured by the Company on a recurring basis using an external valuation model. Due to the significance of unobservable inputs required in measuring the fair value of the credit default swap, the credit default swap has been classified as Level 3 within the fair value hierarchy.
Senior long-term debt and other debt. Senior long-term debt and other debt is carried at amortized cost with the estimated fair value disclosed on the consolidated balance sheets. Senior long-term debt and other debt is classified as Level 2 within the fair value hierarchy due to variations in trading volumes and the lack of quoted market prices. Fair value for senior long-term debt and other debt is generally derived through recent reported trades for identical securities, making adjustments through the reporting date, if necessary, based upon available market observable data including U.S. Treasury securities and implied credit spreads. Significant inputs used to determine the fair value of senior long-term debt and other debt include reported trades, benchmark yields, issuer spreads, bids and offers.
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy.
|
| | | | | | | | | | | | | | | |
| March 31, 2014 |
(dollars in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | |
Investments available-for-sale: | | | | | | | |
Fixed maturities: | | | | | | | |
U.S. Treasury securities and obligations of U.S. government agencies | $ | — |
| | $ | 773,813 |
| | $ | — |
| | $ | 773,813 |
|
Obligations of states, municipalities and political subdivisions | — |
| | 3,648,907 |
| | — |
| | 3,648,907 |
|
Foreign governments | — |
| | 1,569,585 |
| | — |
| | 1,569,585 |
|
Commercial mortgage-backed securities | — |
| | 351,061 |
| | — |
| | 351,061 |
|
Residential mortgage-backed securities | — |
| | 959,327 |
| | — |
| | 959,327 |
|
Asset-backed securities | — |
| | 183,344 |
| | — |
| | 183,344 |
|
Corporate bonds | — |
| | 2,750,700 |
| | — |
| | 2,750,700 |
|
Total fixed maturities | — |
| | 10,236,737 |
| | — |
| | 10,236,737 |
|
Equity securities: | | | | | | | |
Insurance, banks and other financial institutions | 1,064,529 |
| | — |
| | — |
| | 1,064,529 |
|
Industrial, consumer and all other | 2,335,122 |
| | — |
| | — |
| | 2,335,122 |
|
Total equity securities | 3,399,651 |
| | — |
| | — |
| | 3,399,651 |
|
Short-term investments | 1,209,462 |
| | 138,769 |
| | — |
| | 1,348,231 |
|
Total investments available-for-sale | $ | 4,609,113 |
| | $ | 10,375,506 |
| | $ | — |
| | $ | 14,984,619 |
|
Liabilities: | | | | | | | |
Derivative contracts | $ | — |
| | $ | — |
| | $ | 1,070 |
| | $ | 1,070 |
|
|
| | | | | | | | | | | | | | | |
| December 31, 2013 |
(dollars in thousands) | Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | |
Investments available-for-sale: | | | | | | | |
Fixed maturities: | | | | | | | |
U.S. Treasury securities and obligations of U.S. government agencies | $ | — |
| | $ | 1,194,231 |
| | $ | — |
| | $ | 1,194,231 |
|
Obligations of states, municipalities and political subdivisions | — |
| | 3,075,715 |
| | — |
| | 3,075,715 |
|
Foreign governments | — |
| | 1,461,054 |
| | — |
| | 1,461,054 |
|
Commercial mortgage-backed securities | — |
| | 367,821 |
| | — |
| | 367,821 |
|
Residential mortgage-backed securities | — |
| | 870,248 |
| | — |
| | 870,248 |
|
Asset-backed securities | — |
| | 188,289 |
| | — |
| | 188,289 |
|
Corporate bonds | — |
| | 2,985,178 |
| | — |
| | 2,985,178 |
|
Total fixed maturities | — |
| | 10,142,536 |
| | — |
| | 10,142,536 |
|
Equity securities: | | | | | | | |
Insurance, banks and other financial institutions | 1,015,083 |
| | — |
| | — |
| | 1,015,083 |
|
Industrial, consumer and all other | 2,236,715 |
| | — |
| | — |
| | 2,236,715 |
|
Total equity securities | 3,251,798 |
| | — |
| | — |
| | 3,251,798 |
|
Short-term investments | 1,312,561 |
| | 139,727 |
| | — |
| | 1,452,288 |
|
Total investments available-for-sale | $ | 4,564,359 |
| | $ | 10,282,263 |
| | $ | — |
| | $ | 14,846,622 |
|
Liabilities: | | | | | | | |
Derivative contracts | $ | — |
| | $ | — |
| | $ | 2,230 |
| | $ | 2,230 |
|
The following table summarizes changes in Level 3 liabilities measured at fair value on a recurring basis.
|
| | | | | | | |
| Three Months Ended March 31, |
(dollars in thousands) | 2014 | | 2013 |
Derivatives, beginning of period | $ | 2,230 |
| | $ | 12,690 |
|
Total gains included in: | | | |
Net income | (1,160 | ) | | (3,290 | ) |
Other comprehensive income | — |
| | — |
|
Transfers into Level 3 | — |
| | — |
|
Transfers out of Level 3 | — |
| | — |
|
Derivatives, end of period | $ | 1,070 |
| | $ | 9,400 |
|
Net unrealized gains included in net income relating to liabilities held at March 31, 2014 and 2013 (1) | $ | 1,160 |
| | $ | 3,290 |
|
| |
(1) | Included in net investment income in the consolidated statements of income and comprehensive income. |
There were no transfers into or out of Level 1 and Level 2 during the three months ended March 31, 2014 and 2013. Except as disclosed in note 3, the Company did not have any assets or liabilities measured at fair value on a non-recurring basis during the three months ended March 31, 2014 and 2013.
6. Segment Reporting Disclosures
In conjunction with the continued integration of Alterra into the Company's insurance operations, during the first quarter of 2014, the Company changed the way it aggregates and monitors its ongoing underwriting results. Effective January 1, 2014, the Company monitors and reports its ongoing underwriting operations in the following three segments: U.S. Insurance, International Insurance and Reinsurance. In determining how to aggregate and monitor its underwriting results, the Company considers many factors, including the geographic location and regulatory environment of the insurance entity underwriting the risk, the nature of the insurance product sold, the type of account written and the type of customer served. The U.S. Insurance segment includes all direct business and facultative placements written by the Company's insurance subsidiaries domiciled in the United States. The International Insurance segment includes all direct business and facultative placements written by the Company's insurance subsidiaries domiciled outside of the United States, including the Company's syndicate at Lloyd's of London. The Reinsurance segment includes all treaty reinsurance written across the Company. Results for lines of business discontinued prior to, or in conjunction with, acquisitions, including the results attributable to the run-off of life and annuity reinsurance business previously written by Alterra, will continue to be reported in the Other Insurance (Discontinued Lines) segment. All investing activities related to the Company's insurance operations are included in the Investing segment.
The Company's non-insurance operations include the Company's Markel Ventures operations, which primarily consist of controlling interests in various industrial and service businesses. The Company's non-insurance operations also include the results of the Company's legal and professional consulting services, which were acquired through the acquisition of Abbey in January 2014. For purposes of segment reporting, the Company's non-insurance operations are not considered to be a reportable segment.
Segment profit for the Investing segment is measured by net investment income and net realized investment gains or losses. Segment profit or loss for each of the Company's underwriting segments is measured by underwriting profit or loss. The property and casualty insurance industry commonly defines underwriting profit or loss as earned premiums net of losses and loss adjustment expenses and underwriting, acquisition and insurance expenses. Underwriting profit or loss does not replace operating income or net income computed in accordance with U.S. GAAP as a measure of profitability. Underwriting profit or loss provides a basis for management to evaluate the Company's underwriting performance. Segment profit or loss for the Company's underwriting segments also includes other revenues and other expenses, primarily related to the run-off of managing general agent operations that were discontinued in conjunction with acquisitions. Other revenues and other expenses in the Other Insurance (Discontinued Lines) segment are comprised of the results attributable to the run-off of life and annuity reinsurance business.
For management reporting purposes, the Company allocates assets to its underwriting, investing and non-insurance operations. Underwriting assets are all assets not specifically allocated to the Investing segment or to the Company's non-insurance operations. Underwriting and investing assets are not allocated to the U.S. Insurance, International Insurance, Reinsurance or Other Insurance (Discontinued Lines) segments since the Company does not manage its assets by underwriting segment. The Company does not allocate capital expenditures for long-lived assets to any of its underwriting segments for management reporting purposes.
a)The following tables summarize the Company's segment disclosures. The segment disclosures for the prior period have been revised to be consistent with the new segment structure.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2014 |
(dollars in thousands) | U.S. Insurance | | International Insurance | | Reinsurance | | Other Insurance (Discontinued Lines) | | Investing | | Consolidated |
Gross premium volume | $ | 575,233 |
| | $ | 294,236 |
| | $ | 489,961 |
| | $ | 327 |
| | $ | — |
| | $ | 1,359,757 |
|
Net written premiums | 474,054 |
| | 229,120 |
| | 435,997 |
| | 140 |
| | — |
| | 1,139,311 |
|
| | | | | | | | | | | |
Earned premiums | 483,735 |
| | 222,147 |
| | 243,315 |
| | 178 |
| | — |
| | 949,375 |
|
Losses and loss adjustment expenses: | | | | | | | | | | | |
Current accident year | (312,413 | ) | | (163,379 | ) | | (173,900 | ) | | — |
| | — |
| | (649,692 | ) |
Prior accident years | 43,554 |
| | 42,297 |
| | 28,200 |
| | (6,662 | ) | | — |
| | 107,389 |
|
Underwriting, acquisition and insurance expenses | (193,529 | ) | | (80,009 | ) | | (81,972 | ) | | 5 |
| | — |
| | (355,505 | ) |
Underwriting profit (loss) | 21,347 |
| | 21,056 |
| | 15,643 |
| | (6,479 | ) | | — |
| | 51,567 |
|
Net investment income | — |
| | — |
| | — |
| | — |
| | 86,715 |
| | 86,715 |
|
Net realized investment gains | — |
| | — |
| | — |
| | — |
| | 17,394 |
| | 17,394 |
|
Other revenues (insurance) | 2,110 |
| | 7,348 |
| | 2,136 |
| | 43 |
| | — |
| | 11,637 |
|
Other expenses (insurance) | (1,647 | ) | | (3,595 | ) | | — |
| | (8,615 | ) | | — |
| | (13,857 | ) |
Segment profit (loss) | $ | 21,810 |
| | $ | 24,809 |
| | $ | 17,779 |
| | $ | (15,051 | ) | | $ | 104,109 |
| | $ | 153,456 |
|
Other revenues (non-insurance) | | | | | | | | | | | 174,534 |
|
Other expenses (non-insurance) | | | | | | | | | | | (168,311 | ) |
Amortization of intangible assets | | | | | | | | | | | (13,999 | ) |
Interest expense | | | | | | | | | | | (29,699 | ) |
Income before income taxes | | | | | | | | | | | $ | 115,981 |
|
U.S. GAAP combined ratio (1) | 96 | % | | 91 | % | | 94 | % | | NM |
| (2) | | | 95 | % |
| |
(1) | The U.S. GAAP combined ratio is a measure of underwriting performance and represents the relationship of incurred losses, loss adjustment expenses and underwriting, acquisition and insurance expenses to earned premiums. |
| |
(2) | NM – Ratio is not meaningful. |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2013 |
(dollars in thousands) | U.S. Insurance | | International Insurance | | Reinsurance | | Other Insurance (Discontinued Lines) | | Investing | | Consolidated |
Gross premium volume | $ | 445,264 |
| | $ | 235,875 |
| | $ | 62,140 |
| | $ | 21 |
| | $ | — |
| | $ | 743,300 |
|
Net written premiums | 401,549 |
| | 201,677 |
| | 59,741 |
| | 21 |
| | — |
| | 662,988 |
|
| | | | | | | | | | | |
Earned premiums | 355,141 |
| | 178,192 |
| | 31,233 |
| | 21 |
| | — |
| | 564,587 |
|
Losses and loss adjustment expenses: | | | | | | | | | | | |
Current accident year | (234,671 | ) | | (120,862 | ) | | (17,205 | ) | | — |
| | — |
| | (372,738 | ) |
Prior accident years | 62,404 |
| | 23,000 |
| | (979 | ) | | 417 |
| | — |
| | 84,842 |
|
Underwriting, acquisition and insurance expenses | (150,783 | ) | | (69,774 | ) | | (8,204 | ) | | 88 |
| | — |
| | (228,673 | ) |
Underwriting profit (loss) | 32,091 |
| | 10,556 |
| | 4,845 |
| | 526 |
| | — |
| | 48,018 |
|
Net investment income | — |
| | — |
| | — |
| | — |
| | 64,617 |
| | 64,617 |
|
Net realized investment gains | — |
| | — |
| | — |
| | — |
| | 17,917 |
| | 17,917 |
|
Other revenues (insurance) | 7,263 |
| | 3,962 |
| | — |
| | — |
| | — |
| | 11,225 |
|
Other expenses (insurance) | (6,197 | ) | | (1,358 | ) | | — |
| | — |
| | — |
| | (7,555 | ) |
Segment profit (loss) | $ | 33,157 |
| | $ | 13,160 |
| | $ | 4,845 |
| | $ | 526 |
| | $ | 82,534 |
| | $ | 134,222 |
|
Other revenues (non-insurance) | | | | | | | | | | | 161,518 |
|
Other expenses (non-insurance) | | | | | | | | | | | (144,762 | ) |
Amortization of intangible assets | | | | | | | | | | | (9,615 | ) |
Interest expense | | | | | | | | | | | (23,574 | ) |
Income before income taxes | | | | | | | | | | | $ | 117,789 |
|
U.S. GAAP combined ratio (1) | 91 | % | | 94 | % | | 84 | % | | NM |
| (2) | | | 91 | % |
| |
(1) | The U.S. GAAP combined ratio is a measure of underwriting performance and represents the relationship of incurred losses, loss adjustment expenses and underwriting, acquisition and insurance expenses to earned premiums. |
| |
(2) | NM – Ratio is not meaningful. |
| |
b) | The following table reconciles segment assets to the Company's consolidated balance sheets. |
|
| | | | | | | |
(dollars in thousands) | March 31, 2014 | | December 31, 2013 |
Segment assets: | | | |
Investing | $ | 17,709,901 |
| | $ | 17,550,332 |
|
Underwriting | 5,771,517 |
| | 5,468,731 |
|
Total segment assets | 23,481,418 |
| | 23,019,063 |
|
Non-insurance operations | 971,574 |
| | 936,448 |
|
Total assets | $ | 24,452,992 |
| | $ | 23,955,511 |
|
7. Goodwill
As described in note 6, effective January 1, 2014, the Company redefined its segments. As a result, goodwill was reallocated as of December 31, 2013 using a relative fair value allocation approach. The following table presents the components of goodwill by reportable segment.
|
| | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | U.S. Insurance | | International Insurance | | Reinsurance | | Other(1) | | Total |
December 31, 2013 | $ | 280,579 |
| | $ | 372,764 |
| | $ | 122,745 |
| | $ | 191,629 |
| | $ | 967,717 |
|
Acquisitions | — |
| | 37,530 |
| | — |
| | 15,258 |
| | 52,788 |
|
Foreign currency movements and other adjustments | — |
| | (835 | ) | | — |
| | 100 |
| | (735 | ) |
March 31, 2014 | $ | 280,579 |
| | $ | 409,459 |
| | $ | 122,745 |
| | $ | 206,987 |
| | $ | 1,019,770 |
|
| |
(1) | Amounts included in Other are related to the Company's non-insurance operations, which are not included in a reportable segment. |
8. Other Revenues and Other Expenses
The following table summarizes the components of other revenues and other expenses.
|
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2014 | | 2013 |
(dollars in thousands) | Other Revenues | | Other Expenses | | Other Revenues | | Other Expenses |
Insurance: | | | | | | | |
Managing general agent operations | $ | 9,178 |
| | $ | 4,881 |
| | $ | 10,937 |
| | $ | 7,164 |
|
Life and annuity | 43 |
| | 8,615 |
| | — |
| | — |
|
Other | 2,416 |
| | 361 |
| | 288 |
| | 391 |
|
| 11,637 |
| | 13,857 |
| | 11,225 |
| | 7,555 |
|
Non-Insurance: | | |