10-K comparison

Everest Group (EG) 10-K risk factor changes: FY2013 vs FY2012

The 2013-12-31 10-K against the 2012-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.

Item 1A40 rewritten12 added19 removed294 unchanged

All filing items1,368 rewritten884 added653 removed3,065 unchanged

Read the changesGo to Item 1A

Everest Group Form 10-K, every itemFY2013, filed 3 March 2014, against FY2012, filed 1 March 2013FY2013 on sec.govFY2012 on sec.govRead this filingJSON

Summary

counted, not written

Sentences by item

21 items, with every count and a link to each item that changed
ItemAddedRemovedRewrittenUnchanged
Item 1A. RISK FACTORS121940294
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION288263285771
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK0002
Item 1. BUSINESS139103243519
Item 3. LEGAL PROCEEDINGS4007
Cover and table of contents7241152
Item 4. Mine Safety Disclosures 4017110
Item 9B. Other Information 8222210
Item 1B. UNRESOLVED STAFF COMMENTS0001
Item 2. PROPERTIES0013
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES24242317
Item 6. SELECTED FINANCIAL DATA413422
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA0002
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE0002
Item 9A. CONTROLS AND PROCEDURES50412
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE0011
Item 11. EXECUTIVE COMPENSATION0002
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS0002
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE0002
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES0003
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES3622167241,351

Underlined words on a shaded ground are new in FY2013; struck-through words were in FY2012. Sentences that are wholly new or wholly gone are labelled rather than marked.

Item 1A. RISK FACTORS

40 rewritten, 12 added, 19 removed, 294 unchanged

Rewritten

| Calendar year: | [added: |] Pre-tax catastrophe losses | | | [removed: |]

Rewritten

| 2012 | | [removed: $] | 410.0 | |

Rewritten

By way of illustration, during the past five calendar years, the reserve re-estimation process resulted in a decrease to our pre-tax net income in [removed: three] [added: two] of the years:

Rewritten

| Calendar year: | [added: |] Effect on pre-tax net income | | | | [removed: | |]

Rewritten

| (Dollars in millions) | | | | | | [removed: |]

Rewritten

| 2012 | | [removed: $] | 3.7 | | increase | [removed: |]

Rewritten

| 2011 | | | 3.7 | | decrease | [removed: |]

Rewritten

| 2010 | | | 30.9 | | increase | [removed: |]

Rewritten

| 2009 | | | 128.8 | | decrease | [removed: |]

Rewritten

At year-end [removed: 2012, 4.4%] [added: 2013, 4.2%] of our gross reserves were comprised of A&E reserves.

Rewritten

Everest Re and Bermuda Re hold an [removed: “Aa3” (“Excellent”)] [added: “A1” (“upper-medium grade”)] rating from Moody’s.

Rewritten

| | [removed: 2012] [added: 2013] | [added: 2012] | 2011 | [removed: |] 2010 | [removed: |] 2009 | [removed: | 2008 | |]

Rewritten

| Percentage of ceded written premiums to gross written premiums | [removed: 5.3%] [added: 4.1%] | [added: 5.3%] | 4.1% | [removed: |] 6.1% | [removed: |] 4.8% | [removed: | 4.7% | |]

Rewritten

The worldwide net premium written by the [removed: traditional] [added: Top 40 global] reinsurance [removed: market,] [added: groups,] for both life and non-life business, was estimated to be [removed: $174] [added: $185] billion in [removed: 2011] [added: 2012] according to data compiled by Standard & Poor’s.

Rewritten

The leaders in this market are Munich Re, Swiss Re, [removed: Berkshire Hathaway Inc.,] Hannover Ruckversicherung AG, [added: Berkshire Hathaway Inc.,] and syndicates at Lloyd’s.

Rewritten

In addition, the lack of strong barriers to entry into the reinsurance business and the [removed: potential for securitization] [added: entry] of [removed: reinsurance and insurance risks through] [added: alternative] capital [removed: markets] [added: market products and vehicles] provide additional sources of [removed: potential] reinsurance and insurance capacity and [added: increased] competition.

Rewritten

Our success has been, and will continue to be, dependent on our ability to retain the services of [removed: existing key executive officers and to attract and retain additional qualified personnel in the future.][added: our Chairman, Joseph V.]

Rewritten

Generally, we consider key executive officers to be those individuals who have the greatest influence in setting overall policy and controlling operations: [removed: Chairman] [added: President] and Chief Executive Officer, [removed: Joseph V.][added: Dominic J.]

Rewritten

Addesso (age [removed: 59) and] [added: 60),] Executive Vice President and Chief Financial Officer, Craig Howie (age [removed: 49).][added: 50), Executive Vice President and Chief Underwriting Officer, John P.]

Rewritten

[added: We have employment contracts with] Mr. [removed: Taranto’s contract was] [added: Addesso, Mr. Doucette and Mr. Mukherjee, which have been] filed with the SEC and [removed: provides] [added: provide] for terms of employment ending on December 31, [removed: 2013.][added: 2016 for Mr. Addesso and September 1, 2016 for Mr. Doucette and Mr. Mukherjee.]

Rewritten

Currently, all four of our Bermuda-based professional employees who require work permits have been granted permits by the Bermuda government that expire at various times between [removed: September 2013] [added: February 2015] and [removed: May 2015.][added: February 2017.]

Rewritten

| (Dollars in millions) | | December 31, [removed: 2012] [added: 2013] | | | | % of Total | | |

Rewritten

| Non-agency residential | | | [removed: 8.1] [added: 4.8] | | | | 0.0 | % |

Rewritten

| Other asset-backed | | | [removed: 176.6] [added: 173.0] | | | | 1.1 | % |

Rewritten

| Total asset-backed | | | [removed: 2,657.0] [added: 2,727.4] | | | | [removed: 16.0] [added: 16.4] | % |

Rewritten

| Other fixed income | | | [removed: 10,484.7] [added: 9,909.5] | | | | [removed: 63.3] [added: 59.7] | % |

Rewritten

| Total fixed income, at market value | | | [removed: 13,141.7] [added: 12,636.9] | | | | [removed: 79.3] [added: 76.1] | % |

Rewritten

| Fixed maturities, at fair value | | | [removed: 41.5] [added: 19.4] | | | | [removed: 0.3] [added: 0.1] | % |

Rewritten

| Equity securities, at market value | | | [removed: 143.4] [added: 144.1] | | | | 0.9 | % |

Rewritten

| Equity securities, at fair value | | | [removed: 1,255.6] [added: 1,462.1] | | | | [removed: 7.5] [added: 8.8] | % |

Rewritten

| Other invested assets | | | [removed: 596.6] [added: 508.4] | | | | [removed: 3.6] [added: 3.1] | % |

Rewritten

| Cash and short-term investments | | | [removed: 1,397.4] [added: 1,825.6] | | | | [removed: 8.4] [added: 11.0] | % |

Rewritten

| Total investments and cash | | $ | [removed: 16,576.2] [added: 16,596.5] | | | | 100.0 | % |

Rewritten

In [removed: 2012,] [added: 2013,] we wrote approximately [removed: 31.0%] [added: 28.8%] of our coverages in non-U.S. currencies; as of December 31, [removed: 2012,] [added: 2013,] we maintained approximately [removed: 17.3%] [added: 15.7%] of our investment portfolio in investments denominated in non-U.S. currencies.

Rewritten

During [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] the impact on our quarterly pre-tax net income from exchange rate fluctuations ranged from a loss of $17.0 million to a gain of $31.8 million.

Rewritten

As a result of the recent dislocation of the financial markets, Congress and the Presidential administration in the United [removed: States,] [added: States] are [removed: contemplating] [added: implementing] changes in the way the financial services industry is regulated.

Rewritten

As of December 31, [removed: 2012,] [added: 2013,] Holdings owned 9,719,971 or [removed: 15.9%] [added: 17.0%] of the outstanding common shares of Group.

Rewritten

Nevertheless, Holdings, which is controlled by Group, has the ability to vote 9.9% of the total voting power of Group’s common [removed: shares, which may have an impact on securing approval of shareholder proposals that Group’s management supports.][added: shares.]

Rewritten

[removed: If Group was a Delaware corporation, any] business combination with an interested shareholder (which, for this purpose, would include mergers and asset sales of greater than 10% of Group’s assets that would otherwise be considered transactions in the ordinary course of business) within a period of three years from the time the person became an interested shareholder would require prior approval from shareholders holding at least 66 2/3% of Group’s outstanding common shares not owned by the interested shareholder, unless the transaction qualified for one of the exemptions in the relevant Delaware statute or Group opted out of the statute.

Rewritten

However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock repurchases or stock redemptions, or any transaction from which a director [added: derived an improper personal benefit.]

New in FY2013

| 2013 | | $ | 195.0 | |

New in FY2013

| --- | --- | --- | --- | --- | --- |

New in FY2013

| 2013 | | $ | 18.2 | | increase |

New in FY2013

| --- | --- | --- | --- | --- | --- |

New in FY2013

Taranto (age 64) and existing key executive officers and to attract and retain additional qualified personnel in the future.

New in FY2013

Doucette (age 48) and Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, Sanjoy Mukherjee (age 47).

New in FY2013

We currently have an agreement with Mr. Taranto to serve as a non-employee Director and Chairman of the Board through December 31, 2016, subject to Mr. Taranto’s annual election to the Board by its shareholders during its Annual General Meetings that occur over the term of the agreement.

New in FY2013

| Commercial | | $ | 270.5 | | | | 1.6 | % |

New in FY2013

| Agency residential | | | 2,279.1 | | | | 13.7 | % |

New in FY2013

Some of these changes are also impacting the insurance industry.

New in FY2013

For example, the United States Department of Treasury has recently established the Federal Insurance Office with the authority to monitor all aspects of the insurance sector, monitor the extent to which traditionally underserved communities and consumers have access to affordable non-health insurance products, to represent the United States on prudential aspects of international insurance matters, to assist with administration of the Terrorism Risk Insurance Program and to advise on important national and international insurance matters.

New in FY2013

If Group was a Delaware corporation, any

Dropped from FY2012

For the year ended December 31, 2008, we incurred $695.8 million of realized investment losses and $310.4 million of unrealized investment losses.

Dropped from FY2012

| 2008 | | | 364.3 | |

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2012

| 2008 | | | 34.9 | | decrease | |

Dropped from FY2012

On January 24, 2012, Moody’s affirmed the ratings of our operating subsidiaries but changed the outlook on the ratings from stable to negative reflecting their opinion of the likely direction of the ratings over the medium term (12 to 18 months).

Dropped from FY2012

We will continue to work with Moody’s over this time to address their concerns but it is not possible to predict the potential outcome.

Dropped from FY2012

On March 13, 2009, Standard & Poor’s downgraded its ratings of Everest Re, Bermuda Re and Everest National one level to “A+”.

Dropped from FY2012

It is possible that a further downgrade will occur in the future if we do not continue to meet the evolving criteria expected of our current rating.

Dropped from FY2012

In that regard, several of the rating agencies are in the process of modifying their approaches to evaluating enterprise risk management and its impact on ratings.

Dropped from FY2012

Therefore, we cannot predict the outcome of this reassessment or its potential impact upon our ratings.

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2012

The top twenty-five groups in our industry represent just over 90% of these revenues.

Dropped from FY2012

Taranto (age 63), President, Dominic J.

Dropped from FY2012

We currently have employment contracts with Mr. Taranto and Mr. Addesso.

Dropped from FY2012

Mr. Addesso’s contract was filed with the SEC and provides for terms of employment ending December 31, 2016.

Dropped from FY2012

| Commercial | | $ | 320.1 | | | | 1.9 | % |

Dropped from FY2012

| Agency residential | | | 2,152.2 | | | | 13.0 | % |

Dropped from FY2012

It is possible that insurance regulation will be drawn into this process, and that federal regulatory initiatives in the insurance industry could emerge.

Dropped from FY2012

derived an improper personal benefit.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

285 rewritten, 288 added, 263 removed, 771 unchanged

Rewritten

Competition and its effect on rates, terms and conditions vary widely by market and coverage yet continued to be most prevalent in the U.S. casualty insurance and reinsurance [removed: markets.][added: markets and additional capacity from the capital markets is impacting worldwide catastrophe rates.]

Rewritten

| (Dollars in millions) | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2012/2011] | [added: 2013/2012] | | | [removed: 2011/2010] | [added: 2012/2011] | |

Rewritten

| Gross written premiums | | $ | [removed: 4,310.5] [added: 5,218.6] | | | $ | [removed: 4,286.2] [added: 4,310.5] | | | $ | [removed: 4,200.7] [added: 4,286.2] | | | | [removed: 0.6] [added: 21.1] | % | | | [removed: 2.0] [added: 0.6] | % |

Rewritten

| Net written premiums | | | [removed: 4,081.1] [added: 5,004.8] | | | | [removed: 4,108.9] [added: 4,081.1] | | | | [removed: 3,945.6] [added: 4,108.9] | | | | [removed: \-0.7] [added: 22.6] | % | | | [removed: 4.1] [added: \-0.7] | % |

Rewritten

| Premiums earned | | $ | [removed: 4,164.6] [added: 4,753.5] | | | $ | [removed: 4,101.3] [added: 4,164.6] | | | $ | [removed: 3,934.6] [added: 4,101.3] | | | | [removed: 1.5] [added: 14.1] | % | | | [removed: 4.2] [added: 1.5] | % |

Rewritten

| Net investment income | | | [removed: 600.2] [added: 548.5] | | | | [removed: 620.0] [added: 600.2] | | | | [removed: 653.5] [added: 620.0] | | | | [removed: \-3.2] [added: \-8.6] | % | | | [removed: \-5.1] [added: \-3.2] | % |

Rewritten

| Net realized capital gains (losses) | | | [removed: 164.4] [added: 300.2] | | | | [removed: 6.9] [added: 164.4] | | | | [removed: 101.9] [added: 6.9] | | | [removed: NM] | [added: 82.6] | [added: %] | | [added: NM] | [removed: \-93.2] | [removed: %] |

Rewritten

| Net derivative gain (loss) | | | [removed: (9.7] [added: 44.0] | [removed: )] | | | [removed: (11.3] [added: (9.7] | ) | | | [removed: (1.1] [added: (11.3] | ) | | [added: NM] | [removed: \-13.5] | [removed: %] | | [removed: NM] | [added: \-13.5] | [added: %] |

Rewritten

| Other income (expense) | | | [removed: 3.3] [added: (5.5] | [added: )] | | | [removed: (23.1] [added: 3.3] | [removed: )] | | | [removed: 16.9] [added: (23.1] | [added: )] | | [added: NM] | [removed: \-114.4] | [removed: %] | | | [removed: \-236.4] [added: \-114.4] | % |

Rewritten

| Total revenues | | | [removed: 4,922.8] [added: 5,640.8] | | | | [removed: 4,694.0] [added: 4,922.8] | | | | [removed: 4,705.8] [added: 4,694.0] | | | | [removed: 4.9] [added: 14.6] | % | | | [removed: \-0.3] [added: 4.9] | % |

Rewritten

| Incurred losses and loss adjustment expenses | | | [removed: 2,745.3] [added: 2,800.3] | | | | [removed: 3,726.2] [added: 2,745.3] | | | | [removed: 2,945.7] [added: 3,726.2] | | | | [removed: \-26.3] [added: 2.0] | % | | | [removed: 26.5] [added: \-26.3] | % |

Rewritten

| Commission, brokerage, taxes and fees | | | [removed: 952.7] [added: 977.6] | | | | [removed: 950.5] [added: 952.7] | | | | [removed: 931.9] [added: 950.5] | | | | [removed: 0.2] [added: 2.6] | % | | | [removed: 2.0] [added: 0.2] | % |

Rewritten

| Other underwriting expenses | | | [removed: 207.7] [added: 237.1] | | | | [removed: 182.4] [added: 207.7] | | | | [removed: 166.3] [added: 182.4] | | | | [removed: 13.8] [added: 14.2] | % | | | [removed: 9.7] [added: 13.8] | % |

Rewritten

| Corporate expenses | | | [removed: 24.0] [added: 24.8] | | | | [removed: 16.5] [added: 24.0] | | | | [removed: 14.9] [added: 16.5] | | | | [removed: 45.7] [added: 3.5] | % | | | [removed: 10.4] [added: 45.7] | % |

Rewritten

| Interest, fees and bond issue cost amortization expense | | | [removed: 53.7] [added: 46.1] | | | | [removed: 52.3] [added: 53.7] | | | | [removed: 55.8] [added: 52.3] | | | | [removed: 2.6] [added: \-14.1] | % | | | [removed: \-6.3] [added: 2.6] | % |

Rewritten

| Total claims and expenses | | | [removed: 3,983.3] [added: 4,085.9] | | | | [removed: 4,927.9] [added: 3,983.3] | | | | [removed: 4,114.6] [added: 4,927.9] | | | | [removed: \-19.2] [added: 2.6] | % | | | [removed: 19.8] [added: \-19.2] | % |

Rewritten

| INCOME (LOSS) BEFORE TAXES | | | [removed: 939.5] [added: 1,555.0] | | | | [removed: (233.9] [added: 939.5] | [removed: )] | | | [removed: 591.2] [added: (233.9] | [added: )] | | [removed: NM] | [added: 65.5] | [added: %] | | [added: NM] | [removed: \-139.6] | [removed: %] |

Rewritten

| Income tax expense (benefit) | | | [removed: 110.6] [added: 289.7] | | | | [removed: (153.5] [added: 110.6] | [removed: )] | | | [removed: (19.5] [added: (153.5] | ) | | | [removed: \-172.1] [added: 162.0] | % | | [removed: NM] | [added: \-172.1] | [added: %] |

Rewritten

| NET INCOME (LOSS) | | $ | [removed: 829.0] [added: 1,265.3] | | | $ | [removed: (80.5] [added: 829.0] | [removed: )] | | $ | [removed: 610.8] [added: (80.5] | [added: )] | | [removed: NM] | [added: 52.6] | [added: %] | | [added: NM] | [removed: \-113.2] | [removed: %] |

Rewritten

| Loss ratio | | | [removed: 65.9] [added: 58.9] | % | | | [removed: 90.9] [added: 65.9] | % | | | [removed: 74.9] [added: 90.9] | % | | | [removed: (25.0] [added: (7.0] | ) | | | [removed: 16.0] [added: (25.0] | [added: )] |

Rewritten

| Commission and brokerage ratio | | | [removed: 22.9] [added: 20.6] | % | | | [removed: 23.2] [added: 22.9] | % | | | [removed: 23.7] [added: 23.2] | % | | | [removed: (0.3] [added: (2.3] | ) | | | [removed: (0.5] [added: (0.3] | ) |

Rewritten

| Other underwriting expense ratio | | | 5.0 | % | | | [removed: 4.4] [added: 5.0] | % | | | [removed: 4.2] [added: 4.4] | % | | | [removed: 0.6] [added: \-] | | | | [removed: 0.2] [added: 0.6] | |

Rewritten

| Combined ratio | | | [removed: 93.8] [added: 84.5] | % | | | [removed: 118.5] [added: 93.8] | % | | | [removed: 102.8] [added: 118.5] | % | | | [removed: (24.7] [added: (9.3] | ) | | | [removed: 15.7] [added: (24.7] | [added: )] |

Rewritten

| (Dollars in millions, except per share amounts) | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | [removed: 2012/2011] | [added: 2013/2012] | | | [removed: 2011/2010] | [added: 2012/2011] | |

Rewritten

| Total investments and cash | | $ | [removed: 16,576.2] [added: 16,596.5] | | | $ | [removed: 15,797.4] [added: 16,576.2] | | | $ | [removed: 15,365.0] [added: 15,797.4] | | | | [removed: 4.9] [added: 0.1] | % | | | [removed: 2.8] [added: 4.9] | % |

Rewritten

| Total assets | | | [removed: 19,777.9] [added: 19,808.0] | | | | [removed: 18,893.6] [added: 19,777.9] | | | | [removed: 18,384.2] [added: 18,893.6] | | | | [removed: 4.7] [added: 0.2] | % | | | [removed: 2.8] [added: 4.7] | % |

Rewritten

| Loss and loss adjustment expense reserves | | | [removed: 10,069.1] [added: 9,673.2] | | | | [removed: 10,123.2] [added: 10,069.1] | | | | [removed: 9,340.2] [added: 10,123.2] | | | | [removed: \-0.5] [added: \-3.9] | % | | | [removed: 8.4] [added: \-0.5] | % |

Rewritten

| Total debt | | | [removed: 818.2] [added: 488.3] | | | | [removed: 818.1] [added: 818.2] | | | | [removed: 868.1] [added: 818.1] | | | | [removed: 0.0] [added: \-40.3] | % | | | [removed: \-5.8] [added: 0.0] | % |

Rewritten

| Total liabilities | | | [removed: 13,044.4] [added: 12,746.4] | | | | [removed: 12,822.2] [added: 13,044.4] | | | | [removed: 12,100.7] [added: 12,822.2] | | | | [removed: 1.7] [added: \-2.3] | % | | | [removed: 6.0] [added: 1.7] | % |

Rewritten

| Shareholders' equity | | | [removed: 6,733.5] [added: 6,968.3] | | | | [removed: 6,071.4] [added: 6,733.5] | | | | [removed: 6,283.5] [added: 6,071.4] | | | | [removed: 10.9] [added: 3.5] | % | | | [removed: \-3.4] [added: 10.9] | % |

Rewritten

| Book value per share | | | [removed: 130.96] [added: 146.57] | | | | [removed: 112.99] [added: 130.96] | | | | [removed: 115.45] [added: 112.99] | | | | [removed: 15.9] [added: 11.9] | % | | | [removed: \-2.1] [added: 15.9] | % |

Rewritten

[added: Eliminating the effects of reinstatement premiums, which] were higher in 2011 due to a higher level of catastrophe losses, and foreign currency fluctuations, gross written premiums were up 2% year over year.

Rewritten

[removed: The change in] [added: Net written] premiums [removed: earned] [added: increased by 4.3% to $765.7 million in 2013 compared to $733.8 million in 2012, which] is consistent with the [removed: increase] [added: change] in [removed: net] [added: gross] written premiums.

Rewritten

Net pre-tax investment income, as a percentage of average invested assets, was [removed: 4.1%] [added: 3.5%] in [removed: 2011] [added: 2013] compared to [removed: 4.5%] [added: 3.9%] in [removed: 2010.][added: 2012.]

Rewritten

Net realized capital gains were [removed: $164.4] [added: $300.2] million, [removed: $6.9] [added: $164.4] million and [removed: $101.9] [added: $6.9] million in [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010,] [added: 2011,] respectively.

Rewritten

The [added: net realized capital gains of] $164.4 million [removed: was comprised] [added: in 2012 were the result] of $118.1 million of gains from fair value re-measurements and $56.3 million of net realized capital gains from sales on our fixed maturity and equity securities, which were partially offset by $10.0 million of other-than-temporary impairments.

Rewritten

The [removed: net realized capital gains of $101.9] [added: $300.2] million [removed: in 2010 were the result] [added: was comprised] of [removed: $70.4] [added: $258.9] million of gains [removed: in] [added: from] fair value re-measurements and [removed: $34.5] [added: $42.4] million of net realized capital gains from sales on our fixed maturity and equity securities, which were partially offset by [removed: $3.0] [added: $1.1] million of other-than-temporary impairments.

Rewritten

As a result of these adjustments in value, we recognized net derivative [added: gains of $44.0 million in 2013 and net derivative] losses of $9.7 [removed: million, $11.3] million and [removed: $1.1] [added: $11.3] million in [removed: 2012, 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively.

Rewritten

We recorded other [removed: income] [added: expense] of [removed: $3.3] [added: $5.5] million in [removed: 2012,] [added: 2013,] other [removed: expense] [added: income] of [removed: $23.1] [added: $3.3] million in [removed: 2011] [added: 2012] and other [removed: income] [added: expense] of [removed: $16.9] [added: $23.1] million in [removed: 2010.][added: 2011.]

Rewritten

| Attritional (a) | | $ | 2,338.9 | | | | 56.2 | % | | | $ | [removed: (3.8] [added: (3.7] | ) | | | \-0.1 | % | | | $ | [removed: 2,335.1] [added: 2,335.2] | | | | 56.1 | % | |

New in FY2013

Catastrophe rates tend to fluctuate by global region, particularly areas recently impacted by large catastrophic events.

New in FY2013

During the second and third quarters of 2013, Canada experienced historic flooding in Alberta and Toronto, which will likely result in higher future catastrophe rates.

New in FY2013

Although there were flooding and wind storm events in Europe and Asia in the latter part of 2013, the overall 2013 catastrophe losses for the industry were lower than average.

New in FY2013

This lower level of losses, combined with increased competition is putting downward pressure on rates in certain geographical areas.

New in FY2013

| Net (income) loss attributable to noncontrolling interests | | | (5.9 | ) | | | \- | | | | \- | | | NM | | | | NM | | |

New in FY2013

| NET INCOME (LOSS) ATTRIBUTABLE TO EVEREST RE GROUP | | $ | 1,259.4 | | | $ | 829.0 | | | $ | (80.5 | ) | | | 51.9 | % | | NM | | |

New in FY2013

| Redeemable noncontrolling interests - Mt. Logan Re | | | 93.4 | | | | \- | | | | \- | | | NM | | | | NM | | |

New in FY2013

Gross written premiums increased by 21.1% to $5,218.6 million in 2013, compared to $4,310.5 million in 2012, reflecting a $692.3 million, or 21.4%, increase in our reinsurance business, a $195.6 million, or 18.2%, increase in our insurance business and $20.2 million from our new Mt.

New in FY2013

Logan Re segment.

New in FY2013

The increase in reinsurance premiums was mainly due to the impact of a Florida quota share reinsurance contract as well as new business, increased participations on existing business, and higher original rates on subject business.

New in FY2013

Excluding the year over year impact of the large Florida quota share reinsurance contract, gross written premiums increased 15.0% and reinsurance premiums increased 13.4%, compared to the prior year.

New in FY2013

The increase in insurance premiums was primarily due to the growth in California workers’ compensation, crop and non-standard auto business.

New in FY2013

Net written premiums increased by 22.6% to $5,004.8 million in 2013 compared to $4,081.1 million in 2012, which is consistent with the increase in

New in FY2013

gross written premiums.

New in FY2013

Premiums earned increased by 14.1% to $4,753.5 million in 2013, compared to $4,164.6 million in 2012.

New in FY2013

Unlike written premiums, premiums earned were minimally impacted by the Florida quota share reinsurance contract.

New in FY2013

The change in premiums earned was comparable to net written premiums, excluding the impact of the Florida quota share reinsurance contract.

New in FY2013

Net investment income decreased by 8.6% to $548.5 million in 2013 compared with net investment income of $600.2 million in 2012.

New in FY2013

The decline in income and yield was primarily the result of lower reinvestment rates for the fixed income portfolios, less dividend income from equity investments and a decrease in our limited partnership income.

New in FY2013

| 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| Attritional (a) | | $ | 2,623.5 | | | | 55.2 | % | | | $ | (18.2 | ) | | | \-0.4 | % | | | $ | 2,605.3 | | | | 54.8 | % | |

New in FY2013

| Total | | $ | 2,818.5 | | | | 59.3 | % | | | $ | (18.2 | ) | | | \-0.4 | % | | | $ | 2,800.3 | | | | 58.9 | % | |

New in FY2013

| Variance 2013/2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| Attritional (a) | | $ | 284.6 | | | | (1.0 | ) | pts | | $ | (14.5 | ) | | | (0.3 | ) | pts | | $ | 270.1 | | | | (1.3 | ) | pts |

New in FY2013

| Catastrophes | | | (215.0 | ) | | | (5.7 | ) | pts | | | \- | | | | \- | | pts | | | (215.0 | ) | | | (5.7 | ) | pts |

New in FY2013

| Total | | $ | 69.6 | | | | (6.7 | ) | pts | | $ | (14.5 | ) | | | (0.3 | ) | pts | | $ | 55.0 | | | | (7.0 | ) | pts |

New in FY2013

Incurred losses and LAE increased by 2.0% to $2,800.3 million for the year ended December 31, 2013 compared to $2,745.3 million for the year ended December 31, 2012, primarily due to increases in current year attritional losses, partially offset by the decline in current year catastrophe losses.

New in FY2013

The increase in current year attritional losses of $284.6 million is primarily due to the impact of the increase in premiums earned.

New in FY2013

Despite the increase in current year attritional losses, the current year attritional loss ratio decreased by 1.0 points due to the shift in the mix of business towards excess of loss business, which generally results in lower loss ratios.

New in FY2013

Current year catastrophe losses for the year ended December 31, 2013 were $195.0 million, or 4.1 points, due to Canadian floods ($79.7 million), U.S. storms ($44.8 million), Typhoon Fitow ($30.0 million), German hailstorms ($20.5 million) and European floods ($20.0 million).

New in FY2013

The increase in other underwriting expenses for 2013 compared to 2012 was mainly due to the impact of higher premiums earned and higher compensation expenses.

New in FY2013

The decrease was primarily due to the redemption of $329.9 million of trust preferred securities in May 2013.

New in FY2013

The year over year decrease was partially offset by $7.7 million of amortization expense on remaining capitalized issuance costs related to the redeemed securities.

New in FY2013

The increase in the tax expense/(benefit) between 2013 and 2012, as well as 2012 versus 2011, is primarily due to higher taxable income from improved underwriting margins and capital gains in each successive year.

New in FY2013

The changes were primarily driven by the financial component fluctuations explained above.

New in FY2013

Net Income (Loss) Attributable to Everest Re Group.

New in FY2013

Our net income attributable to Everest Re Group was $1,259.4 million and $829.0 million in 2013 and 2012, respectively, and our net loss attributable to Everest Re Group was $80.5 million in 2011.

New in FY2013

The changes were primarily driven by the financial component fluctuations described above, as well as the impact of net income attributable to noncontrolling interests in 2013.

New in FY2013

Our combined ratio decreased by 9.3 points to 84.5% in 2013 compared to 93.8% in 2012.

New in FY2013

The loss ratio component decreased 7.0 points in 2013, over the same period last year primarily due to the $215.0 million decrease in current year catastrophe losses, which lowered the loss ratio by 5.7 points.

Dropped from FY2012

However, during the fourth quarter of 2012, the industry sustained significant losses from Superstorm Sandy and also sustained significant losses during 2011 from Australian floods, the New Zealand earthquake, the earthquake and tsunami in Japan, storms in the U.S., and the Thailand floods.

Dropped from FY2012

It is too early to determine the longer term impact on market conditions as a result of these events.

Dropped from FY2012

While the 2011 events have resulted in meaningful rate increases for catastrophe coverages in some global catastrophe prone regions, particularly areas impacted by these losses, whether the magnitude of these 2012 and 2011 losses is sufficient to increase rates and improve market conditions for other lines of business remains to be seen.

Dropped from FY2012

Eliminating the effects of reinstatement premiums, which

Dropped from FY2012

Gross written premiums increased by 2.0% to $4,286.2 million in 2011, compared to $4,200.7 million in 2010, reflecting a $110.3 million increase in our insurance business, partially offset by a $24.8 million decrease in our reinsurance business.

Dropped from FY2012

The year over year increase in insurance premiums was primarily due to the acquisition of Heartland, which provided $169.6 million of new crop insurance business, our recent initiative in primary medical stop loss insurance, which added $54.0 million of premium and improved premium rates on our California workers’ compensation business, partially offset by our reduced participation on a large casualty program.

Dropped from FY2012

The decrease in reinsurance premiums was due to the continued reduction in U.S. casualty business, the loss of several large crop reinsurance contracts, as well as the planned reduction of catastrophe exposed business in certain territories, partially offset by higher reinstatement premiums, $35.8 million, resulting from catastrophe losses and favorable foreign exchange impact year over year of $49.3 million.

Dropped from FY2012

Net written premiums increased by 4.1% to $4,108.9 million in 2011 compared to $3,945.6 million in 2010.

Dropped from FY2012

The larger increase in net written premiums relative to the change in gross written premiums was due to a lower level of ceded reinsurance in the Insurance segment due to the planned reduction in one casualty program.

Dropped from FY2012

Premiums earned increased by 4.2% to $4,101.3 million in 2011, compared to $3,934.6 million in 2010.

Dropped from FY2012

Net investment income decreased by 5.1% to $620.0 million in 2011 compared with net investment income of $653.5 million in 2010, primarily as a result of a $13.9 million decrease in investment income from our limited partnership investments and the effects of lower reinvestment rates in 2011.

Dropped from FY2012

The variance in this yield was primarily the result of fluctuations in our limited partnership income.

Dropped from FY2012

| A&E | | | \- | | | | 0.0 | % | | | | 0.1 | | | | 0.0 | % | | | | 0.1 | | | | 0.0 | % | |

Dropped from FY2012

| A&E | | | \- | | | | 0.0 | % | | | | 0.8 | | | | 0.0 | % | | | | 0.8 | | | | 0.0 | % | |

Dropped from FY2012

| 2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2012

| Attritional (a) | | $ | 2,390.1 | | | | 60.8 | % | | | $ | (15.4 | ) | | | \-0.4 | % | | | $ | 2,374.7 | | | | 60.4 | % | |

Dropped from FY2012

| Catastrophes | | | 586.5 | | | | 14.9 | % | | | | (15.4 | ) | | | \-0.4 | % | | | | 571.1 | | | | 14.5 | % | |

Dropped from FY2012

| A&E | | | \- | | | | 0.0 | % | | | | \- | | | | 0.0 | % | | | | \- | | | | 0.0 | % | |

Dropped from FY2012

| Total | | $ | 2,976.6 | | | | 75.7 | % | | | $ | (30.8 | ) | | | \-0.8 | % | | | $ | 2,945.7 | | | | 74.9 | % | |

Dropped from FY2012

| A&E | | | \- | | | | \- | | pts | | | (0.7 | ) | | | \- | | pts | | | (0.7 | ) | | | \- | | pts |

Dropped from FY2012

| Attritional (a) | | $ | 32.0 | | | | (1.7 | ) | pts | | $ | 18.3 | | | | 0.5 | | pts | | $ | 50.3 | | | | (1.2 | ) | pts |

Dropped from FY2012

| Catastrophes | | | 713.9 | | | | 16.8 | | pts | | | 15.4 | | | | 0.4 | | pts | | | 729.3 | | | | 17.2 | | pts |

Dropped from FY2012

| A&E | | | \- | | | | \- | | pts | | | 0.8 | | | | \- | | pts | | | 0.8 | | | | \- | | pts |

Dropped from FY2012

| Total | | $ | 745.9 | | | | 15.1 | | pts | | $ | 34.5 | | | | 0.9 | | pts | | $ | 780.5 | | | | 16.0 | | pts |

Dropped from FY2012

Incurred losses and LAE increased by 26.5% to $3,726.2 million for the year ended December 31, 2011 compared to $2,945.7 million in 2010.

Dropped from FY2012

Of the $780.5 million increase, current year catastrophe losses represented $713.9 million, or 16.8 points, period over period, primarily due to the 2011 catastrophe losses discussed above.

Dropped from FY2012

The $586.5 million of current year catastrophe losses for 2010 related primarily to the Chile earthquake ($416.2 million), the 2010 New Zealand earthquake ($90.0 million), the 2010 Australia hailstorms and floods ($65.3 million) and the Canadian hailstorm ($15.0 million).

Dropped from FY2012

In addition, the overall attritional losses increased $50.3 million due, in part, to higher earned premium in the current year, which generated higher attritional losses for the current year, as well as the impact of favorable development in 2010 without comparable favorable development in 2011.

Dropped from FY2012

Conversely, commissions, as a percentage of earned premiums are down for the year driven by a shift in distribution channels on the insurance book, with a greater proportion of the business being accessed directly, at lower commission rates, rather than through managing general agents.

Dropped from FY2012

The increase in other underwriting expenses for 2011 compared to 2010 was mainly due to expenses of Heartland, which was acquired in January, 2011.

Dropped from FY2012

The decrease was primarily due to the maturing of debt in March, 2010.

Dropped from FY2012

The increase in tax expense was mainly due to the improvement in taxable income resulting from lower catastrophe losses in 2012.

Dropped from FY2012

The tax benefit in 2010 resulted primarily from a tax audit settlement.

Dropped from FY2012

The decrease was primarily driven by an increase in catastrophe losses in 2011.

Dropped from FY2012

Our combined ratio increased by 15.7 points to 118.5% in 2011 compared to 102.8% in 2010.

Dropped from FY2012

The loss ratio component increased 16.0 points in 2011 over the same period last year, principally due to higher current year catastrophe losses as a result of the Japan earthquake, New Zealand earthquake, Thailand floods, U.S. storms, the Australia floods and Hurricane Irene.

Dropped from FY2012

The other underwriting expense ratio component increased slightly and the commission and brokerage ratio component decreased slightly over the same period last year due to the mix of business.

Dropped from FY2012

Net investment income decreased by 5.1% to $620.0 million in 2011 compared to $653.5 million in 2010, primarily due to a decrease in income from our limited partnership investments and a decline in income from our fixed maturities, reflective of reducing our municipal bond exposures and declining reinvestment rates.

Dropped from FY2012

These decreases were partially offset by increased dividend income from equities due to our expanded public equity portfolio and emerging market debt mutual funds.

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

An excerpt. Shown here: 40 of 285 rewritten, 40 of 288 added and 40 of 263 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION in the FY2013 filing and the FY2012 filing.

Item 1. BUSINESS

243 rewritten, 139 added, 103 removed, 519 unchanged

Rewritten

The Company had gross written premiums, in [removed: 2012,] [added: 2013,] of [removed: $4.3] [added: $5.2] billion with approximately [removed: 75%] [added: 76%] representing reinsurance and [removed: 25%] [added: 24%] representing insurance.

Rewritten

Shareholders’ equity at December 31, [removed: 2012] [added: 2013] was [removed: $6.7] [added: $7.0] billion.

Rewritten

| · | Bermuda Re, a Bermuda insurance company and a direct subsidiary of Group, is registered in Bermuda as a Class 4 insurer and long-term insurer and is authorized to write property and casualty and life and annuity business. Bermuda Re commenced business in the second half of 2000. Bermuda Re’s UK branch writes property and casualty reinsurance to the United Kingdom and European markets. At December 31, [removed: 2012,] [added: 2013,] Bermuda Re had shareholder’s equity of $3.0 billion. |

Rewritten

| · | Everest International Reinsurance, Ltd. (“Everest International”), a Bermuda insurance company and a direct subsidiary of Group, is registered in Bermuda as a Class 4 insurer and is authorized to write property and casualty business. Through [removed: 2012,] [added: 2013,] all of Everest International’s business has been inter-affiliate quota share reinsurance assumed from Everest Re, the UK branch of Bermuda Re and Ireland Re. At December 31, [removed: 2012,] [added: 2013,] Everest International had shareholder’s equity of [removed: $428.6] [added: $369.2] million. |

Rewritten

| · | Everest Re, a Delaware insurance company and a direct subsidiary of Holdings, is a licensed property and casualty insurer and/or reinsurer in all states, the District of Columbia and Puerto Rico and is authorized to conduct reinsurance business in Canada, Singapore and Brazil. Everest Re underwrites property and casualty reinsurance for insurance and reinsurance companies in the U.S. and international markets. At December 31, [removed: 2012,] [added: 2013,] Everest Re had statutory surplus of [removed: $2.6] [added: $2.8] billion. |

Rewritten

For the [removed: 2012] [added: 2013] calendar year, no single customer (ceding company or insured) generated more than [removed: 5.7%] [added: 4.9%] of the Company’s gross written premiums.

Rewritten

Approximately [removed: 63%, 25%] [added: 65%, 24%] and [removed: 12%] [added: 11%] of the Company’s [removed: 2012] [added: 2013] gross written premiums were written in the broker reinsurance, insurance markets and direct reinsurance, respectively.

Rewritten

The Company’s ten largest brokers accounted for an aggregate of approximately [removed: 62%] [added: 59%] of gross written premiums in [removed: 2012.][added: 2013.]

Rewritten

The largest broker, [removed: Aon Benfield Re,] [added: Marsh and McLennan,] accounts for approximately 21% of gross written premiums.

Rewritten

The second largest broker, [removed: Marsh and McLennan,] [added: Aon Benfield Re,] accounted for approximately [removed: 20%] [added: 19%] of gross written premiums.

Rewritten

In [removed: 2012,] [added: 2013,] Arrowhead General Insurance Agency accounted for approximately [removed: 3%] [added: 5%] of the Company’s gross written premium.

Rewritten

No other single general agent generated more than [removed: 2%] [added: 3%] of the Company’s gross written premiums.

Rewritten

The U.S. Reinsurance operation writes property and casualty reinsurance and specialty lines of business, including Marine, Aviation, Surety and A&H business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies primarily within the U.S. The International operation writes [removed: non-U.S.] [added: foreign] property and casualty reinsurance through Everest Re’s branches in Canada and Singapore and through offices in Brazil, Miami and New Jersey.

Rewritten

[removed: These segments] [added: Logan Re,] are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations.

Rewritten

For selected financial information regarding these segments, see ITEM 8, “Financial Statements and Supplementary Data” - Note [removed: 19] [added: 20] of Notes to Consolidated Financial Statements and ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Segment Results”.

Rewritten

| | | Gross Written Premiums by Segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | |]

Rewritten

| | | Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | |]

Rewritten

| (Dollars in millions) | | [removed: 2012] [added: 2013] | | | | | | | [removed: 2011] | [added: 2012] | | | | | | [removed: 2010] | | [added: 2011] | | | | | [removed: 2009] | | | [added: 2010] | | | | [removed: 2008] | | | | [added: 2009] | | [added: | | | | |]

Rewritten

| U.S. Reinsurance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | |]

Rewritten

| Property | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | |]

Rewritten

| Pro Rata (1) | | $ | [removed: 313.2] [added: 631.2] | | | [removed: 7.3] | [added: 12.1 |] % | | $ | [removed: 594.9] [added: 313.2] | | | [removed: 13.9] | [added: 7.3 |] % | | $ | [removed: 698.2] [added: 594.9] | | | [removed: 16.6] | [added: 13.9 |] % | | $ | [removed: 648.2] [added: 698.2] | | | [removed: 15.7] | [added: 16.6 |] % | | $ | [removed: 551.8] [added: 648.2] | | | [removed: 15.1] | [added: 15.7 |] % |

Rewritten

| Excess | | | [removed: 534.8] [added: 631.7] | | | [removed: 12.4] | [added: 12.1 |] % | | | [removed: 380.6] [added: 534.8] | | | [removed: 8.9] | [added: 12.4 |] % | | | [removed: 315.9] [added: 380.6] | | | [removed: 7.5] | [added: 8.9 |] % | | | [removed: 330.5] [added: 315.9] | | | [removed: 8.0] | [added: 7.5 |] % | | | [removed: 350.6] [added: 330.5] | | | [removed: 9.5] | [added: 8.0 |] % |

Rewritten

| Casualty | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | |]

Rewritten

| Pro Rata (1) | | | [removed: 273.6] [added: 342.5] | | | [removed: 6.3] | [added: 6.6 |] % | | | [removed: 215.5] [added: 273.6] | | | [removed: 5.0] | [added: 6.3 |] % | | | [removed: 200.0] [added: 215.5] | | | [removed: 4.8] | [added: 5.0 |] % | | | [removed: 194.3] [added: 200.0] | | | [removed: 4.7] | [added: 4.8 |] % | | | [removed: 75.5] [added: 194.3] | | | [removed: 2.0] | [added: 4.7 |] % |

Rewritten

| Excess | | | [removed: 189.1] [added: 204.4] | | | [removed: 4.4] | [added: 3.9 |] % | | | [removed: 155.8] [added: 189.1] | | | [removed: 3.6] | [added: 4.4 |] % | | | [removed: 181.3] [added: 155.8] | | | [removed: 4.3] | [added: 3.6 |] % | | | [removed: 234.0] [added: 181.3] | | | [removed: 5.7] | [added: 4.3 |] % | | | [removed: 240.3] [added: 234.0] | | | [removed: 6.5] | [added: 5.7 |] % |

Rewritten

| Total (2) | | | [removed: 1,310.7] [added: 1,809.7] | | | [removed: 30.4] | [added: 34.7 |] % | | | [removed: 1,346.8] [added: 1,310.7] | | | [removed: 31.4] | [added: 30.4 |] % | | | [removed: 1,395.4] [added: 1,346.8] | | | [removed: 33.2] | [added: 31.4 |] % | | | [removed: 1,407.1] [added: 1,395.4] | | | [removed: 34.1] | [added: 33.2 |] % | | | [removed: 1,218.3] [added: 1,407.1] | | | [removed: 33.1] | [added: 34.1 |] % |

Rewritten

| International | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | |]

Rewritten

| Pro Rata (1) | | | [removed: 630.9] [added: 673.4] | | | [removed: 14.6] | [added: 12.9 |] % | | | [removed: 713.0] [added: 630.9] | | | [removed: 16.6] | [added: 14.6 |] % | | | [removed: 701.6] [added: 713.0] | | | [removed: 16.7] | [added: 16.6 |] % | | | [removed: 670.2] [added: 701.6] | | | [removed: 16.2] | [added: 16.7 |] % | | | [removed: 535.3] [added: 670.2] | | | [removed: 14.6] | [added: 16.2 |] % |

Rewritten

| Excess | | | [removed: 365.9] [added: 426.5] | | | [removed: 8.5] | [added: 8.2 |] % | | | [removed: 315.7] [added: 365.9] | | | [removed: 7.4] | [added: 8.5 |] % | | | [removed: 291.6] [added: 315.7] | | | [removed: 6.9] | [added: 7.4 |] % | | | [removed: 241.9] [added: 291.6] | | | [removed: 5.9] | [added: 6.9 |] % | | | [removed: 228.3] [added: 241.9] | | | [removed: 6.2] | [added: 5.9 |] % |

Rewritten

| Pro Rata (1) | | | [removed: 102.6] [added: 134.4] | | | [removed: 2.4] | [added: 2.6 |] % | | | [removed: 122.2] [added: 102.6] | | | [removed: 2.9] | [added: 2.4 |] % | | | [removed: 120.3] [added: 122.2] | | | [added: |] 2.9 | % | | | [removed: 94.0] [added: 120.3] | | | [removed: 2.3] | [added: 2.9 |] % | | | [removed: 71.6] [added: 94.0] | | | [removed: 1.9] | [added: 2.3 |] % |

Rewritten

| Excess | | | [removed: 92.9] [added: 111.5] | | | [removed: 2.2] | [added: 2.1 |] % | | | [removed: 87.6] [added: 92.9] | | | [removed: 2.0] | [added: 2.2 |] % | | | [removed: 93.4] [added: 87.6] | | | [removed: 2.2] | [added: 2.0 |] % | | | [removed: 78.4] [added: 93.4] | | | [removed: 1.9] | [added: 2.2 |] % | | | [removed: 69.4] [added: 78.4] | | | [added: |] 1.9 | % |

Rewritten

| Total (2) | | | [removed: 1,192.3] [added: 1,345.8] | | | [removed: 27.7] | [added: 25.8 |] % | | | [removed: 1,238.4] [added: 1,192.3] | | | [removed: 28.9] | [added: 27.7 |] % | | | [removed: 1,207.0] [added: 1,238.4] | | | [removed: 28.7] | [added: 28.9 |] % | | | [removed: 1,084.5] [added: 1,207.0] | | | [removed: 26.3] | [added: 28.7 |] % | | | [removed: 904.7] [added: 1,084.5] | | | [removed: 24.6] | [added: 26.3 |] % |

Rewritten

| Bermuda | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | |]

Rewritten

| Pro Rata (1) | | | [removed: 208.3] [added: 244.6] | | | [removed: 4.8] | [added: 4.7 |] % | | | [removed: 213.2] [added: 208.3] | | | [removed: 5.0] | [added: 4.8 |] % | | | [removed: 226.1] [added: 213.2] | | | [removed: 5.4] | [added: 5.0 |] % | | | [removed: 291.1] [added: 226.1] | | | [removed: 7.1] | [added: 5.4 |] % | | | [removed: 305.7] [added: 291.1] | | | [removed: 8.3] | [added: 7.1 |] % |

Rewritten

| Excess | | | [removed: 145.1] [added: 161.5] | | | [removed: 3.4] | [added: 3.1 |] % | | | [removed: 162.6] [added: 145.1] | | | [removed: 3.8] | [added: 3.4 |] % | | | [removed: 173.5] [added: 162.6] | | | [removed: 4.1] | [added: 3.8 |] % | | | [removed: 180.4] [added: 173.5] | | | [removed: 4.4] | [added: 4.1 |] % | | | [removed: 164.2] [added: 180.4] | | | [removed: 4.5] | [added: 4.4 |] % |

Rewritten

| Pro Rata (1) | | | [removed: 228.9] [added: 213.9] | | | [removed: 5.3] | [added: 4.1 |] % | | | [removed: 204.9] [added: 228.9] | | | [removed: 4.8] | [added: 5.3 |] % | | | [removed: 205.0] [added: 204.9] | | | [removed: 4.9] | [added: 4.8 |] % | | | [removed: 185.6] [added: 205.0] | | | [removed: 4.5] | [added: 4.9 |] % | | | [removed: 178.8] [added: 185.6] | | | [removed: 4.9] | [added: 4.5 |] % |

Rewritten

| Excess | | | [removed: 152.1] [added: 154.2] | | | [removed: 3.5] | [added: 3.0 |] % | | | [removed: 144.5] [added: 152.1] | | | [removed: 3.4] | [added: 3.5 |] % | | | [removed: 128.4] [added: 144.5] | | | [removed: 3.1] | [added: 3.4 |] % | | | [removed: 137.8] [added: 128.4] | | | [removed: 3.3] | [added: 3.1 |] % | | | [removed: 134.7] [added: 137.8] | | | [removed: 3.7] | [added: 3.3 |] % |

Rewritten

| Total (2) | | | [removed: 734.4] [added: 774.3] | | | [removed: 17.1] | [added: 14.9 |] % | | | [removed: 725.3] [added: 734.4] | | | [removed: 17.0] | [added: 17.1 |] % | | | [removed: 733.0] [added: 725.3] | | | [removed: 17.5] | [added: 17.0 |] % | | | [removed: 794.8] [added: 733.0] | | | [removed: 19.3] | [added: 17.5 |] % | | | [removed: 783.4] [added: 794.8] | | | [removed: 21.4] | [added: 19.3 |] % |

Rewritten

| Total Reinsurance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | |]

Rewritten

| Pro Rata (1) | | | [removed: 1,152.4] [added: 1,549.2] | | | [removed: 26.7] | [added: 29.7 |] % | | | [removed: 1,521.1] [added: 1,152.4] | | | [removed: 35.5] | [added: 26.7 |] % | | | [removed: 1,625.9] [added: 1,521.1] | | | [removed: 38.7] | [added: 35.5 |] % | | | [removed: 1,609.5] [added: 1,625.9] | | | [removed: 39.0] | [added: 38.7 |] % | | | [removed: 1,392.8] [added: 1,609.5] | | | [removed: 37.9] | [added: 39.0 |] % |

New in FY2013

Effective February 27, 2013, the Company established a new subsidiary, Mt.

New in FY2013

Logan Re Ltd. (“Mt.

New in FY2013

Logan Re”) and effective July 1, 2013, Mt.

New in FY2013

Logan Re established separate segregated accounts and issued non-voting redeemable preferred shares to capitalize the segregated accounts.

New in FY2013

Accordingly, the financial position and operating results for Mt.

New in FY2013

Logan Re are consolidated with the Company and the non-controlling interests in Mt.

New in FY2013

Logan Re’s operating results and equity are presented as separate captions in the Company’s financial statements.

New in FY2013

Logan Re and Mt.

New in FY2013

| · | Mt. Logan Re, a Bermuda insurance company and a direct subsidiary of Group, is registered in Bermuda as a Class 3 insurer and is authorized to write property and casualty reinsurance. Through 2013, all of Mt. Logan Re’s business has been inter-affiliate reinsurance assumed from Everest Re, the UK branch of Bermuda Re and Ireland Re, and all business has been written through segregated cells. At December 31, 2013, Mt. Logan Re had shareholders’ equity of $129.0 million. |

New in FY2013

McKinley, a Delaware insurance company and a direct subsidiary of Holdings, was acquired by Holdings in September 2000 from The Prudential.

New in FY2013

In 1985, Mt.

New in FY2013

McKinley ceased writing new and renewal insurance and commenced a run-off operation to service claims arising from its previously written business.

New in FY2013

Effective September 19, 2000, Mt.

New in FY2013

McKinley and Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby Mt.

New in FY2013

McKinley transferred, for arm’s-length consideration, all of its net insurance exposures and reserves to Bermuda Re.

New in FY2013

Logan Re segment represents business written for the segregated accounts of Mt.

New in FY2013

Logan Re, which were formed on July 1, 2013.

New in FY2013

The Mt.

New in FY2013

Logan Re business represents a diversified set of catastrophe exposures, diversified by risk/peril and across different geographical regions globally.

New in FY2013

These segments, with the exception of Mt.

New in FY2013

The Mt.

New in FY2013

Logan Re segment is managed independently and seeks to write a diverse portfolio of catastrophe risks for each segregated account to achieve desired risk and return criteria.

New in FY2013

We measure our underwriting results using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.

New in FY2013

Logan Re’s business is sourced through operating subsidiaries of the Company; however, the activity is only reflected in the Mt.

New in FY2013

Logan Re segment.

New in FY2013

For other inter-affiliate reinsurance, business is generally reported within the segment in which the business was first produced, consistent with how the business is managed.

New in FY2013

Except for Mt.

New in FY2013

Logan Re, the Company does not maintain separate balance sheet data for its operating segments.

New in FY2013

Accordingly, the Company does not review and evaluate the financial results of its operating segments based upon balance sheet data.

New in FY2013

Underwriting results include earned premium less losses and loss adjustment expenses (“LAE”) incurred, commission and brokerage expenses and other underwriting expenses.

New in FY2013

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

New in FY2013

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| Property | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| Casualty | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| Property | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| Casualty | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| Property | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

New in FY2013

| Casualty | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2012

| --- | --- |

Dropped from FY2012

| · | Mt. McKinley, a Delaware insurance company and a direct subsidiary of Holdings, was acquired by Holdings in September 2000 from The Prudential. In 1985, Mt. McKinley ceased writing new and renewal insurance and commenced a run-off operation to service claims arising from its previously written business. Effective September 19, 2000, Mt. McKinley and Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby Mt. McKinley transferred, for arm’s-length consideration, all of its net insurance exposures and reserves to Bermuda Re. |

Dropped from FY2012

During the quarter ended September 30, 2011, the Company realigned its reporting segments to reflect recent changes in the type and volume of business written.

Dropped from FY2012

The Company previously reported the results of Marine & Aviation, Surety, Accident and Health (“A&H”) Reinsurance and A&H Primary operations as a separate segment—Specialty Underwriting.

Dropped from FY2012

The A&H primary business, which is a relatively new line of business for the Company, has increased significantly, representing approximately 2% of premiums earned and is projected to continue to grow.

Dropped from FY2012

The A&H primary business is better aligned with the Insurance reporting segment based on the similarities of this business with those businesses already reflected in the Insurance segment.

Dropped from FY2012

The other operating units included in the Specialty Underwriting segment would have encompassed less than 5% of the Company’s premiums earned and their volume is projected to remain less than 5%.

Dropped from FY2012

As a result of the size of these remaining operating units and their similarity to the business reported within U.S. Reinsurance, they have been reclassified to the U.S. Reinsurance segment.

Dropped from FY2012

There has been no change to the International and Bermuda reporting segments.

Dropped from FY2012

The Company has restated all segment information for prior years to conform to the new reporting segment structure.

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2012

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2012

| _________________________________ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2012

Included in gross written premiums for U.S. treaty property business was $3.1 million related to the crop hail line of business.

Dropped from FY2012

| | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2012

| Southeast U.S., Wind | | $ | 472 | | | $ | 840 | | | $ | 1,084 | | | $ | 1,358 | | | $ | 1,545 | | | $ | 1,685 | |

Dropped from FY2012

| California, Earthquake | | | 127 | | | | 416 | | | | 767 | | | | 1,028 | | | | 1,309 | | | | 1,572 | |

Dropped from FY2012

| Northeast U.S., Wind | | | 76 | | | | 305 | | | | 663 | | | | 1,014 | | | | 1,298 | | | | 1,521 | |

Dropped from FY2012

| Southeast U.S., Wind | | $ | 297 | | | $ | 521 | | | $ | 671 | | | $ | 835 | | | $ | 958 | | | $ | 1,045 | |

Dropped from FY2012

| California, Earthquake | | | 98 | | | | 289 | | | | 511 | | | | 670 | | | | 854 | | | | 1,024 | |

Dropped from FY2012

| Northeast U.S., Wind | | | 57 | | | | 220 | | | | 433 | | | | 643 | | | | 822 | | | | 966 | |

Dropped from FY2012

The Company considers purchasing retrocessional protection by evaluating the underlying exposures in comparison to the availability of cost-effective protection.

Dropped from FY2012

For the period from August 1, 2012 to July 31, 2013, the Company has catastrophe loss reinsurance protection in place for losses arising from earthquakes of 61% of $100 million in excess of $190 million, excluding the territories of the U.S., Japan and Europe.

Dropped from FY2012

The Company continues to evaluate the availability and cost of various retrocessional products and loss mitigation approaches in the marketplace.

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2012

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2012

| Cumulative (deficiency)/redundancy | | | $ | (1,804.1 | ) | | $ | (1,181.0 | ) | | $ | (505.3 | ) | | $ | (574.9 | ) | | $ | (320.9 | ) | | $ | 52.2 | | | $ | (193.6 | ) | | $ | 41.8 | | | $ | (6.6 | ) | | $ | (19.4 | ) | | | | |

Dropped from FY2012

| at December 31, 2012 | | | $ | 7,163.4 | | | $ | 7,795.0 | | | $ | 8,502.8 | | | $ | 9,855.6 | | | $ | 9,237.6 | | | $ | 8,987.9 | | | $ | 9,144.4 | | | $ | 8,998.2 | | | $ | 9,403.2 | | | $ | 10,210.6 | | | | | |

Dropped from FY2012

| at December 31, 2012 | | | | 1,463.6 | | | | 1,455.6 | | | | 1,230.6 | | | | 1,105.3 | | | | 837.8 | | | | 715.4 | | | | 736.2 | | | | 724.0 | | | | 745.9 | | | | 638.2 | | | | | |

Dropped from FY2012

| at December 31, 2012 | | | $ | 5,699.8 | | | $ | 6,339.4 | | | $ | 7,272.2 | | | $ | 8,750.3 | | | $ | 8,399.8 | | | $ | 8,272.5 | | | $ | 8,408.3 | | | $ | 8,274.1 | | | $ | 8,657.3 | | | $ | 9,572.4 | | | | | |

Dropped from FY2012

| (deficiency)/redundancy | | | $ | (2,177.7 | ) | | $ | (1,370.3 | ) | | $ | (616.2 | ) | | $ | (680.5 | ) | | $ | (349.6 | ) | | $ | 44.2 | | | $ | (238.6 | ) | | $ | (40.8 | ) | | $ | (63.1 | ) | | $ | (76.5 | ) | | | | |

Dropped from FY2012

In 2007, the Company completed a detailed study of its asbestos experience and its cedants’ asbestos exposures and also considered industry trends.

Dropped from FY2012

As a result of the study, the Company increased its gross reinsurance asbestos reserves by $250.0 million and increased its gross direct asbestos reserves by $75.0 million.

Dropped from FY2012

These reserve increases, as well as adverse development on asbestos in prior years, have a significant impact on the cumulative deficiencies.

Dropped from FY2012

Subsequent to the study, the Company’s loss activity has been in line with expectations per the reserves established at December 31, 2007.

Dropped from FY2012

The Company’s A&E reserves represent management’s best estimate of the ultimate liability, however, there can be no assurance that ultimate loss payments will not exceed such reserves, perhaps by a significant amount.

Dropped from FY2012

No additional gross A&E reserve strengthening was made during 2008 through 2010 and only an insignificant amount of development occurred in 2011 and 2012.

Dropped from FY2012

| 2002 and prior | | $ | (256.9 | ) | | $ | (482.3 | ) | | $ | (70.3 | ) | | $ | (357.2 | ) | | $ | (444.6 | ) | | $ | (37.8 | ) | | $ | (79.0 | ) | | $ | (75.1 | ) | | $ | (5.4 | ) | | $ | 4.4 | | | $ | (1,804.1 | ) |

Dropped from FY2012

| 2003 | | | | | | | 170.3 | | | | 133.7 | | | | 109.7 | | | | 26.0 | | | | 17.5 | | | | (54.5 | ) | | | (27.1 | ) | | | (2.0 | ) | | | (7.5 | ) | | | 366.2 | |

Dropped from FY2012

The decrease for 2010 was attributable to a $140.8 million decrease in non-US reinsurance business (Bermuda and International), partially offset by the $109.9 million increase in the insurance and US reinsurance business.

An excerpt. Shown here: 40 of 243 rewritten, 40 of 139 added and 40 of 103 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2013 filing and the FY2012 filing.

Item 3. LEGAL PROCEEDINGS

0 rewritten, 4 added, 0 removed, 7 unchanged

New in FY2013

ITEM 4.

New in FY2013

MINE SAFETY DISCLOSURES

New in FY2013

Not Applicable.

New in FY2013

PART II

Cover and table of contents

11 rewritten, 7 added, 24 removed, 52 unchanged

Rewritten

For the fiscal year ended December 31, [removed: 2012][added: 2013]

Rewritten

[removed: |] Securities registered pursuant to Section 12(b) of the Act: [removed: | | | | | | |]

Rewritten

| Title of Each Class Common Shares, $.01 par value per share | | [removed: | |] Name of Each Exchange on Which Registered New York Stock Exchange | [removed: | |]

Rewritten

The aggregate market value on June 30, [removed: 2012,] [added: 2013,] the last business day of the registrant’s most recently completed second quarter, of the voting shares held by non-affiliates of the registrant was [removed: $5,366,686] [added: $6,231,902] thousand.

Rewritten

At February 1, [removed: 2013,] [added: 2014,] the number of shares outstanding of the registrant’s common shares was [removed: 51,097,630.][added: 47,374,165.]

Rewritten

Certain information required by Items 10, 11, 12, 13 and 14 of Form 10-K is incorporated by reference into Part III hereof from the registrant’s proxy statement for the [removed: 2012] [added: 2013] Annual General Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant’s fiscal year ended December 31, [removed: 2012.][added: 2013.]

Rewritten

[removed: | Item] [added: Item] 1. [removed: | [Business](#business) | 1 |]

Rewritten

[removed: | Item] [added: Item] 1A. [removed: | [Risk Factors](#riskfactors) | 28 |]

Rewritten

[removed: | Item 1B. | [Unresolved] [added: Unresolved] Staff [removed: Comments](#unresolved) | 40 |][added: Comments 40]

Rewritten

[removed: | Item] [added: Item] 2. [removed: | [Properties](#properties) | 41 |]

Rewritten

[removed: | Item 3. | [Legal Proceedings](#legalproceedings) | 41 |][added: Legal Proceedings 40]

New in FY2013

10-K 1 group10k2013.htm EVEREST RE GROUP 10-K 2013

New in FY2013

| --- | --- | --- |

New in FY2013

Business 1

New in FY2013

Risk Factors 27

New in FY2013

Item 1B.

New in FY2013

Properties 40

New in FY2013

Item 3.

Dropped from FY2012

10-K 1 group10k2012.htm EVEREST RE GROUP 10-K 2012

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2012

| | | |

Dropped from FY2012

| Item 4. | [Mine Safety Disclosures](#minesafety) | 41 |

Dropped from FY2012

| PART II | | |

Dropped from FY2012

| Item 5. | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer](#marketforregistrants) [Purchases of Equity Securities](#marketforregistrants) | 41 |

Dropped from FY2012

| Item 6. | [Selected Financial Data](#selectedfinancialdata) | 44 |

Dropped from FY2012

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of](#item7) [Operations](#item7) | 45 |

Dropped from FY2012

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item7a) | 83 |

Dropped from FY2012

| Item 8. | [Financial Statements and Supplementary Data](#item8) | 83 |

Dropped from FY2012

| Item 9. | [Changes in and Disagreements With Accountants on Accounting and Financial](#item9changes) [Disclosure](#item9changes) | 83 |

Dropped from FY2012

| Item 9A. | [Controls and Procedures](#item9a) | 83 |

Dropped from FY2012

| Item 9B. | [Other Information](#item9b) | 84 |

Dropped from FY2012

| PART III | | |

Dropped from FY2012

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item10) | 84 |

Dropped from FY2012

| Item 11. | [Executive Compensation](#item11) | 84 |

Dropped from FY2012

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related](#item12security) [Shareholder Matters](#item12security) | 84 |

Dropped from FY2012

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item13) | 84 |

Dropped from FY2012

| Item 14. | [Principal Accountant Fees and Services](#item14) | 84 |

Dropped from FY2012

| PART IV | | |

Dropped from FY2012

| Item 15. | [Exhibits and Financial Statement Schedules](#item15) | 84 |

Dropped from FY2012

PART I

Dropped from FY2012

Unless otherwise indicated, all financial data in this document have been prepared using accounting principles generally accepted in the United States of America (“GAAP”).

Dropped from FY2012

As used in this document, “Group” means Everest Re Group, Ltd.; “Holdings Ireland” means Everest Underwriting Group (Ireland) Limited; “Ireland Re” means Everest Reinsurance Company (Ireland), Limited; “Holdings” means Everest Reinsurance Holdings, Inc.; “Everest Re” means Everest Reinsurance Company and its subsidiaries (unless the context otherwise requires); and the “Company”, “we”, “us”, and “our” means Everest Re Group, Ltd. and its subsidiaries.

Item 4. Mine Safety Disclosures 40

1 rewritten, 17 added, 1 removed, 0 unchanged

Rewritten

[added: |] PART II [added: | | |]

New in FY2013

| | | |

New in FY2013

| | | |

New in FY2013

| | | |

New in FY2013

Item 5.

New in FY2013

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 40

New in FY2013

Item 6.

New in FY2013

Selected Financial Data 43

New in FY2013

Item 7.

New in FY2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations 44

New in FY2013

Item 7A.

New in FY2013

Quantitative and Qualitative Disclosures About Market Risk 81

New in FY2013

Item 8.

New in FY2013

Financial Statements and Supplementary Data 81

New in FY2013

Item 9.

New in FY2013

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 81

New in FY2013

Item 9A.

New in FY2013

Controls and Procedures 81

Dropped from FY2012

Not Applicable.

Item 9B. Other Information 82

1 rewritten, 22 added, 2 removed, 0 unchanged

Rewritten

[added: |] PART III [added: | | |]

New in FY2013

| | | |

New in FY2013

| | | |

New in FY2013

| | | |

New in FY2013

Item 10.

New in FY2013

Directors, Executive Officers and Corporate Governance 82

New in FY2013

Item 11.

New in FY2013

Executive Compensation 82

New in FY2013

Item 12.

New in FY2013

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 82

New in FY2013

Item 13.

New in FY2013

Certain Relationships and Related Transactions, and Director Independence 82

New in FY2013

Item 14.

New in FY2013

Principal Accountant Fees and Services 83

New in FY2013

| | | |

New in FY2013

| | | |

New in FY2013

| PART IV | | |

New in FY2013

| | | |

New in FY2013

Item 15.

New in FY2013

Exhibits and Financial Statement Schedules 83

New in FY2013

PART I

New in FY2013

Unless otherwise indicated, all financial data in this document have been prepared using accounting principles generally accepted in the United States of America (“GAAP”).

New in FY2013

As used in this document, “Group” means Everest Re Group, Ltd.; “Holdings Ireland” means Everest Underwriting Group (Ireland) Limited; “Ireland Re” means Everest Reinsurance Company (Ireland), Limited; “Holdings” means Everest Reinsurance Holdings, Inc.; “Everest Re” means Everest Reinsurance Company and its subsidiaries (unless the context otherwise requires); and the “Company”, “we”, “us”, and “our” means Everest Re Group, Ltd. and its subsidiaries.

Dropped from FY2012

| --- | --- |

Dropped from FY2012

None.

Item 2. PROPERTIES

1 rewritten, 0 added, 0 removed, 3 unchanged

Rewritten

The Company’s other [removed: twenty] [added: nineteen] locations occupy a total of approximately [removed: 152,300] [added: 145,300] square feet, all of which are leased.

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

23 rewritten, 24 added, 24 removed, 17 unchanged

Rewritten

| First Quarter | | $ | [removed: 93.87] [added: 130.64] | | | $ | [removed: 83.35] [added: 110.91] | | | $ | [removed: 90.58] [added: 93.87] | | | $ | [removed: 81.61] [added: 83.35] | |

Rewritten

| Second Quarter | | | [removed: 105.13] [added: 135.97] | | | | [removed: 92.45] [added: 123.65] | | | | [removed: 93.76] [added: 105.13] | | | | [removed: 80.55] [added: 92.45] | |

Rewritten

| Third Quarter | | | [removed: 110.89] [added: 145.51] | | | | [removed: 100.30] [added: 126.36] | | | | [removed: 83.47] [added: 110.89] | | | | [removed: 73.50] [added: 100.30] | |

Rewritten

| Fourth Quarter | | | [removed: 114.60] [added: 159.13] | | | | [removed: 101.72] [added: 144.81] | | | | [removed: 92.60] [added: 114.60] | | | | [removed: 76.63] [added: 101.72] | |

Rewritten

The number of record holders of common shares as of February 1, [removed: 2013] [added: 2014] was [removed: 92.][added: 219.]

Rewritten

The Company declared and paid its [removed: regular] quarterly cash dividend of $0.48 per share for each of the four quarters of 2012 and [removed: 2011.][added: for the first three quarters of 2013.]

Rewritten

On February [removed: 20, 2013,] [added: 26, 2014,] the Company’s Board of Directors declared a dividend of [removed: $0.48] [added: $0.75] per share, payable on or before March [removed: 20, 2013] [added: 26, 2014] to shareholders of record on March [removed: 6, 2013.][added: 12, 2014.]

Rewritten

See “Regulatory Matters – Dividends” and ITEM 8, “Financial Statements and Supplementary Data” - Note [removed: 15] [added: 16] of Notes to Consolidated Financial Statements.

Rewritten

| Issuer Purchases of Equity Securities | | | | | | | | | | | | | | [added: | | |]

Rewritten

| | | | | | | | | | | | | [added: | |] Maximum Number (or | | [added: |]

Rewritten

| | | | | | | | | [added: | |] Total Number of | | | | Approximate Dollar | | [added: |]

Rewritten

| | | | | | | | | [added: | |] Shares (or Units) | | | | Value) of Shares (or | | [added: |]

Rewritten

| | | | | | | | | [added: | |] Purchased as Part | | | | Units) that May Yet | | [added: |]

Rewritten

| | | Total Number of | | | | | | [added: | |] of Publicly | | | | Be Purchased Under | | [added: |]

Rewritten

| | | Shares (or Units) | | [added: | |] Average Price Paid | | | | Announced Plans or | | | | the Plans or | | [added: |]

Rewritten

| Period | | Purchased | | [added: | |] per Share (or Unit) | | | | Programs | | | | Programs (1) | | [added: |]

Rewritten

On July 21, [removed: 2008,] [added: 2008; February 24, 2010; February 22, 2012; and May 15, 2013,] the Company’s executive committee of the [removed: board] [added: Board] of [removed: directors] [added: Directors] approved [removed: an amendment] [added: subsequent amendments] to the [removed: September 21, 2004] share repurchase program authorizing the Company and/or its subsidiary [removed: Holdings] [added: Holdings,] to purchase up to [removed: an] [added: a current] aggregate of [removed: 10,000,000] [added: 25,000,000] of the Company’s [removed: common] shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both.

Rewritten

Through February [removed: 22, 2013,] [added: 21, 2014,] the Company purchased an additional [removed: 916,993] [added: 863,673] shares [removed: as part of] [added: for $127.0 million under] the share repurchase [removed: program][added: program.]

Rewritten

The following Performance Graph compares cumulative total shareholder returns on the Common Shares (assuming reinvestment of dividends) from December 31, [removed: 2007] [added: 2008] through December 31, [removed: 2012,] [added: 2013,] with the cumulative total return of the Standard & Poor’s 500 Index and the Standard & Poor’s Insurance (Property and Casualty) Index.

Rewritten

[removed: ![](https://www.sec.gov/Archives/edgar/data/1095073/000109507313000015/chart4q12.jpg)][added: ![](https://www.sec.gov/Archives/edgar/data/1095073/000109507314000008/chart5.jpg)]

Rewritten

| *$100 invested on [removed: 12/31/07] [added: 12/31/08] in stock or index, including reinvestment of dividends. | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

Rewritten

| Fiscal year ending December 31. | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

Rewritten

| Copyright© [removed: 2013] [added: 2014] S&P, a division of The McGraw-Hill Companies Inc. All rights reserved. | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

New in FY2013

| | | 2013 | | | | | | | | 2012 | | | | | | |

New in FY2013

The Company declared and paid its quarterly cash dividend of $0.75 per share for the fourth quarter of 2013.

New in FY2013

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

New in FY2013

| | | (a) | | | | (b) | | | | (c) | | | | (d) | | |

New in FY2013

| January 1 - 31, 2013 | | | 343,981 | | | $ | 109.9112 | | | | 343,981 | | | | 3,962,541 | |

New in FY2013

| February 1 - 28, 2013 | | | 692,480 | | | $ | 122.3512 | | | | 665,512 | | | | 3,297,029 | |

New in FY2013

| March 1 - 31, 2013 | | | 943,004 | | | $ | 126.9520 | | | | 940,814 | | | | 2,356,215 | |

New in FY2013

| April 1 - 30, 2013 | | | 88,100 | | | $ | 129.2677 | | | | 88,100 | | | | 2,268,115 | |

New in FY2013

| May 1 - 31, 2013 | | | 1,500,308 | | | $ | 133.4148 | | | | 1,498,607 | | | | 5,769,508 | |

New in FY2013

| June 1 - 30, 2013 | | | \- | | | $ | \- | | | | \- | | | | 5,769,508 | |

New in FY2013

| July 1 - 31, 2013 | | | \- | | | $ | \- | | | | \- | | | | 5,769,508 | |

New in FY2013

| August 1 - 31, 2013 | | | 417,835 | | | $ | 138.1231 | | | | 417,835 | | | | 5,351,673 | |

New in FY2013

| September 1 - 30, 2013 | | | 311,849 | | | $ | 137.8958 | | | | 306,819 | | | | 5,044,854 | |

New in FY2013

| October 1 - 31, 2013 | | | 37,168 | | | $ | 150.7867 | | | | 37,168 | | | | 5,007,686 | |

New in FY2013

| November 1 - 30, 2013 | | | 53,791 | | | $ | 152.9850 | | | | 52,655 | | | | 4,955,031 | |

New in FY2013

| December 1 - 31, 2013 | | | 426,382 | | | $ | 152.5836 | | | | 382,614 | | | | 4,572,417 | |

New in FY2013

| Total | | | 4,814,898 | | | $ | \- | | | | 4,734,105 | | | | 4,572,417 | |

New in FY2013

| | 12/08 | | 12/09 | | 12/10 | | 12/11 | | 12/12 | | 12/13 |

New in FY2013

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

New in FY2013

| Everest Re Group, Ltd. | 100.00 | | 115.50 | | 117.12 | | 118.75 | | 158.29 | | 227.98 |

New in FY2013

| S&P 500 | 100.00 | | 126.46 | | 145.51 | | 148.59 | | 172.37 | | 228.19 |

New in FY2013

| S&P Property & Casualty Insurance | 100.00 | | 112.35 | | 122.39 | | 122.08 | | 146.63 | | 202.78 |

New in FY2013

| --- | --- | --- | --- | --- | --- | --- |

New in FY2013

| | | | | | | |

Dropped from FY2012

| | | 2012 | | | | | | | | 2011 | | | | | | |

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2012

| | (a) | | | (b) | | | | (c) | | | (d) | | |

Dropped from FY2012

| January 1 - 31, 2012 | | \- | | | $ | \- | | | \- | | | 2,274,947 | |

Dropped from FY2012

| February 1 - 29, 2012 | | 587,469 | | | $ | 89.5178 | | | 558,400 | | | 6,716,547 | |

Dropped from FY2012

| March 1 - 31, 2012 | | 819,029 | | | $ | 91.5741 | | | 819,029 | | | 5,897,518 | |

Dropped from FY2012

| April 1 - 30, 2012 | | \- | | | $ | \- | | | \- | | | 5,897,518 | |

Dropped from FY2012

| May 1 - 31, 2012 | | 477,098 | | | $ | 100.0171 | | | 476,000 | | | 5,421,518 | |

Dropped from FY2012

| June 1 - 30, 2012 | | 514,957 | | | $ | 101.7417 | | | 514,957 | | | 4,906,561 | |

Dropped from FY2012

| July 1 - 31, 2012 | | 74,135 | | | $ | 104.9270 | | | \- | | | 4,906,561 | |

Dropped from FY2012

| August 1 - 31, 2012 | | \- | | | $ | \- | | | \- | | | 4,906,561 | |

Dropped from FY2012

| September 1 - 30, 2012 | | 232,355 | | | $ | 109.2467 | | | 229,100 | | | 4,677,461 | |

Dropped from FY2012

| October 1 - 31, 2012 | | \- | | | $ | \- | | | \- | | | 4,677,461 | |

Dropped from FY2012

| November 1 - 30, 2012 | | 252,927 | | | $ | 107.1269 | | | 252,064 | | | 4,425,397 | |

Dropped from FY2012

| December 1 - 31, 2012 | | 143,507 | | | $ | 108.9761 | | | 118,875 | | | 4,306,522 | |

Dropped from FY2012

| Total | | 3,101,477 | | | $ | \- | | | 2,968,425 | | | 4,306,522 | |

Dropped from FY2012

On February 24, 2010, the Company’s executive committee of the board of directors approved an amendment to the September 21, 2004, share repurchase program and the July 21, 2008, amendment authorizing the Company and/or its subsidiary Holdings, to purchase up to 15,000,000 of the Company’s common shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both.

Dropped from FY2012

On February 22, 2012, the Company’s executive committee of the Board of Directors approved an amendment to the September 21, 2004 share repurchase program, the July 21, 2008 amendment and the February 24, 2010 amendment authorizing the Company and/or its subsidiary Holdings, to purchase up to 20,000,000 of the Company’s common shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both.

Dropped from FY2012

| | | | | | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2012

| | | 12/07 | | | | 12/08 | | | | 12/09 | | | | 12/10 | | | | 12/11 | | | | 12/12 | | |

Dropped from FY2012

| Everest Re Group, Ltd. | | | 100.00 | | | | 77.67 | | | | 89.71 | | | | 90.97 | | | | 92.23 | | | | 122.94 | |

Dropped from FY2012

| S&P 500 | | | 100.00 | | | | 63.00 | | | | 79.67 | | | | 91.67 | | | | 93.61 | | | | 108.59 | |

Dropped from FY2012

| S&P Property & Casualty Insurance | | | 100.00 | | | | 70.59 | | | | 79.30 | | | | 86.39 | | | | 86.18 | | | | 103.51 | |

Item 6. SELECTED FINANCIAL DATA

34 rewritten, 4 added, 1 removed, 22 unchanged

Rewritten

The following selected consolidated GAAP financial data of the Company as of and for the years ended December 31, [added: 2013,] 2012, 2011, [removed: 2010, 2009] [added: 2010] and [removed: 2008,] [added: 2009,] were derived from the audited consolidated financial statements of the Company.

Rewritten

| (Dollars in millions, except per share amounts) | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | |

Rewritten

| Gross written premiums | | $ | [removed: 4,310.5] [added: 5,218.6] | | | $ | [removed: 4,286.2] [added: 4,310.5] | | | $ | [removed: 4,200.7] [added: 4,286.2] | | | $ | [removed: 4,129.0] [added: 4,200.7] | | | $ | [removed: 3,678.1] [added: 4,129.0] | |

Rewritten

| Net written premiums | | | [removed: 4,081.1] [added: 5,004.8] | | | | [removed: 4,108.9] [added: 4,081.1] | | | | [removed: 3,945.6] [added: 4,108.9] | | | | [removed: 3,929.8] [added: 3,945.6] | | | | [removed: 3,505.2] [added: 3,929.8] | |

Rewritten

| Premiums earned | | | [removed: 4,164.6] [added: 4,753.5] | | | | [removed: 4,101.3] [added: 4,164.6] | | | | [removed: 3,934.6] [added: 4,101.3] | | | | [removed: 3,894.1] [added: 3,934.6] | | | | [removed: 3,694.3] [added: 3,894.1] | |

Rewritten

| Net investment income | | | [removed: 600.2] [added: 548.5] | | | | [removed: 620.0] [added: 600.2] | | | | [removed: 653.5] [added: 620.0] | | | | [removed: 547.8] [added: 653.5] | | | | [removed: 565.9] [added: 547.8] | |

Rewritten

| Realized gain on debt repurchase | | | \- | | | | \- | | | | \- | | | | [removed: 78.3] [added: \-] | | | | [removed: \-] [added: 78.3] | |

Rewritten

| Net realized capital gains (losses) | | | [removed: 164.4] [added: 300.2] | | | | [removed: 6.9] [added: 164.4] | | | | [removed: 101.9] [added: 6.9] | | | | [removed: (2.3] [added: 101.9] | [removed: )] | | | [removed: (695.8] [added: (2.3] | ) |

Rewritten

| expenses (including catastrophes) | | | [removed: 2,745.3] [added: 2,800.3] | | | | [removed: 3,726.2] [added: 2,745.3] | | | | [removed: 2,945.7] [added: 3,726.2] | | | | [removed: 2,374.1] [added: 2,945.7] | | | | [removed: 2,439.0] [added: 2,374.1] | |

Rewritten

| Net catastrophe losses (1) | | | [removed: 361.1] [added: 177.7] | | | | [removed: 1,237.6] [added: 361.1] | | | | [removed: 544.1] [added: 1,237.6] | | | | [removed: 65.2] [added: 544.1] | | | | [removed: 307.2] [added: 65.2] | |

Rewritten

| Commission, brokerage, taxes and fees | | | [removed: 952.7] [added: 977.6] | | | | [removed: 950.5] [added: 952.7] | | | | [removed: 931.9] [added: 950.5] | | | | [removed: 928.3] [added: 931.9] | | | | [removed: 930.7] [added: 928.3] | |

Rewritten

| Other underwriting expenses | | | [removed: 207.7] [added: 237.1] | | | | [removed: 182.4] [added: 207.7] | | | | [removed: 166.3] [added: 182.4] | | | | [removed: 167.2] [added: 166.3] | | | | [removed: 148.5] [added: 167.2] | |

Rewritten

| Corporate expenses | | | [removed: 24.0] [added: 24.8] | | | | [removed: 16.5] [added: 24.0] | | | | [removed: 14.9] [added: 16.5] | | | | [removed: 17.6] [added: 14.9] | | | | [removed: 13.8] [added: 17.6] | |

Rewritten

| amortization expense | | | [removed: 53.7] [added: 46.1] | | | | [removed: 52.3] [added: 53.7] | | | | [removed: 55.8] [added: 52.3] | | | | [removed: 72.1] [added: 55.8] | | | | [removed: 79.2] [added: 72.1] | |

Rewritten

| Income (loss) before taxes | | | [added: 1,555.0 | | | |] 939.5 | | | | (233.9 | ) | | | 591.2 | | | | 939.3 | | [removed: | | (83.6 | ) |]

Rewritten

| Income tax expense (benefit) | | | [added: 289.7 | | | |] 110.6 | | | | (153.5 | ) | | | (19.5 | ) | | | 132.3 | | [removed: | | (64.8 | ) |]

Rewritten

| Net income (loss) (2) | | | [added: 1,265.3 | | | |] 829.0 | | | | (80.5 | ) | | | 610.8 | | | | 807.0 | | [removed: | | (18.8 | ) |]

Rewritten

| EARNINGS PER COMMON [removed: SHARE:] [added: SHARE ATTRIBUTABLE TO EVEREST RE:] | | | | | | | | | | | | | | | | | | | | |

Rewritten

| Basic (3) | | $ | [removed: 15.85] [added: 25.67] | | | $ | [removed: (1.49] [added: 15.85] | [removed: )] | | $ | [removed: 10.73] [added: (1.49] | [added: )] | | $ | [removed: 13.26] [added: 10.73] | | | $ | [removed: (0.30] [added: 13.26] | [removed: )] |

Rewritten

| Diluted (4) | | $ | [removed: 15.79] [added: 25.44] | | | $ | [removed: (1.49] [added: 15.79] | [removed: )] | | $ | [removed: 10.70] [added: (1.49] | [added: )] | | $ | [removed: 13.22] [added: 10.70] | | | $ | [removed: (0.30] [added: 13.22] | [removed: )] |

Rewritten

| Dividends declared | | $ | [removed: 1.92] [added: 2.19] | | | $ | 1.92 | | | $ | 1.92 | | | $ | 1.92 | | | $ | 1.92 | |

Rewritten

| Loss ratio | | | [removed: 65.9] [added: 58.9] | % | | | [removed: 90.9] [added: 65.9] | % | | | [removed: 74.9] [added: 90.9] | % | | | [removed: 61.0] [added: 74.9] | % | | | [removed: 66.0] [added: 61.0] | % |

Rewritten

| Other underwriting expense ratio | | | [removed: 27.9] [added: 25.6] | % | | | [removed: 27.6] [added: 27.9] | % | | | [removed: 27.9] [added: 27.6] | % | | | [removed: 28.1] [added: 27.9] | % | | | [removed: 29.2] [added: 28.1] | % |

Rewritten

| Combined ratio (2) | | | [removed: 93.8] [added: 84.5] | % | | | [removed: 118.5] [added: 93.8] | % | | | [removed: 102.8] [added: 118.5] | % | | | [removed: 89.1] [added: 102.8] | % | | | [removed: 95.2] [added: 89.1] | % |

Rewritten

| Total investments and cash | | $ | [removed: 16,576.2] [added: 16,596.5] | | | $ | [removed: 15,797.4] [added: 16,576.2] | | | $ | [removed: 15,365.0] [added: 15,797.4] | | | $ | [removed: 14,918.8] [added: 15,365.0] | | | $ | [removed: 13,714.3] [added: 14,918.8] | |

Rewritten

| Total assets | | | [removed: 19,777.9] [added: 19,808.0] | | | | [removed: 18,893.6] [added: 19,777.9] | | | | [removed: 18,384.2] [added: 18,893.6] | | | | [removed: 17,970.9] [added: 18,384.2] | | | | [removed: 16,814.3] [added: 17,970.9] | |

Rewritten

| Loss and LAE reserves | | | [removed: 10,069.1] [added: 9,673.2] | | | | [removed: 10,123.2] [added: 10,069.1] | | | | [removed: 9,340.2] [added: 10,123.2] | | | | [removed: 8,937.9] [added: 9,340.2] | | | | [removed: 8,840.7] [added: 8,937.9] | |

Rewritten

| Total debt | | | [removed: 818.2] [added: 488.3] | | | | [removed: 818.1] [added: 818.2] | | | | [removed: 868.1] [added: 818.1] | | | | [removed: 1,018.0] [added: 868.1] | | | | [removed: 1,179.1] [added: 1,018.0] | |

Rewritten

| Total liabilities | | | [removed: 13,044.4] [added: 12,746.4] | | | | [removed: 12,822.2] [added: 13,044.4] | | | | [removed: 12,100.7] [added: 12,822.2] | | | | [removed: 11,869.2] [added: 12,100.7] | | | | [removed: 11,853.9] [added: 11,869.2] | |

Rewritten

| Shareholders' equity | | | [removed: 6,733.5] [added: 6,968.3] | | | | [removed: 6,071.4] [added: 6,733.5] | | | | [removed: 6,283.5] [added: 6,071.4] | | | | [removed: 6,101.7] [added: 6,283.5] | | | | [removed: 4,960.4] [added: 6,101.7] | |

Rewritten

| Book value per share (6) | | | [removed: 130.96] [added: 146.57] | | | | [removed: 112.99] [added: 130.96] | | | | [removed: 115.45] [added: 112.99] | | | | [removed: 102.87] [added: 115.45] | | | | [removed: 80.77] [added: 102.87] | |

Rewritten

| (3) | Based on weighted average basic common shares outstanding of [added: 48.6 million,] 51.9 million, 53.8 million, 56.6 [removed: million, 60.7] million and [removed: 61.7] [added: 60.7] million for [added: 2013,] 2012, 2011, [removed: 2010, 2009] [added: 2010] and [removed: 2008,] [added: 2009,] respectively. |

Rewritten

| (4) | Based on weighted average diluted common shares outstanding of [added: 49.1 million,] 52.1 million, 56.8 million and 60.8 million for [added: 2013,] 2012, 2010, and 2009, respectively. Diluted calculation was not applicable for [removed: 2011 and 2008.] [added: 2011.] |

Rewritten

| (6) | Based on [removed: $51.4] [added: 47.5] million, [removed: $53.7] [added: 51.4] million, [removed: $54.4] [added: 53.7] million, [removed: 59.3] [added: 54.4] million and [removed: 61.4] [added: 59.3] million common shares outstanding for December 31, [added: 2013,] 2012, 2011, [removed: 2010, 2009] [added: 2010] and [removed: 2008,] [added: 2009,] respectively. |

New in FY2013

| Net (income) loss attributable to noncontrolling interests | | | (5.9 | ) | | | \- | | | | \- | | | | \- | | | | \- | |

New in FY2013

| Net income (loss) attributable to Everest Re Group | | | 1,259.4 | | | | 829.0 | | | | (80.5 | ) | | | 610.8 | | | | 807.0 | |

New in FY2013

| Redeemable noncontrolling interests - Mt. Logan Re | | | 93.4 | | | | \- | | | | \- | | | | \- | | | | \- | |

New in FY2013

| _____________________________ | | | | | | | | | | | | | | | | | | | | |

Dropped from FY2012

| _______________________________________ | | | | | | | | | | | | | | | | | | | | |

Item 9A. CONTROLS AND PROCEDURES

4 rewritten, 5 added, 0 removed, 12 unchanged

Rewritten

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2012.][added: 2013.]

Rewritten

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission [added: 1992] (COSO) in Internal Control – Integrated Framework.

Rewritten

Based on our assessment we concluded that, as of December 31, [removed: 2012,] [added: 2013,] our internal control over financial reporting is effective based on those criteria.

Rewritten

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2012,] [added: 2013,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

New in FY2013

Item 9B.

New in FY2013

OTHER INFORMATION

New in FY2013

| --- | --- |

New in FY2013

None.

New in FY2013

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

1 rewritten, 0 added, 0 removed, 1 unchanged

Rewritten

Reference is made to the sections captioned “Information Concerning Nominees”, “Information Concerning Continuing Directors and Executive Officers”, “Audit Committee”, “Nominating and Governance Committee”, “Code of Ethics for CEO and Senior Financial Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement for the [removed: 2013] [added: 2014] Annual General Meeting of Shareholders, which will be filed with the Commission within 120 days of the close of our fiscal year ended December 31, [removed: 2012] [added: 2013] (the “Proxy Statement”), which sections are incorporated herein by reference.

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

724 rewritten, 362 added, 216 removed, 1,351 unchanged

Rewritten

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 on March [removed: 1, 2013.][added: 3, 2014.]

Rewritten

| [removed: | By: |] /S/ JOSEPH V. TARANTO | | [added: Chairman | | March 3, 2014 | |]

Rewritten

| | | [removed: (Chairman] [added: (President] and Chief Executive Officer) | |

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| /S/ [removed: JOSEPH V. TARANTO] [added: DOMINIC J. ADDESSO] | | [removed: Chairman] [added: President] and Chief Executive Officer and Director (Principal Executive Officer) | | March [removed: 1, 2013] [added: 3, 2014] | |

Rewritten

| /S/ CRAIG HOWIE | | Executive Vice President and [added: Chief Financial Officer] | | March [removed: 1, 2013] [added: 3, 2014] | |

Rewritten

| Craig Howie | | [removed: Chief Financial Officer] | | | |

Rewritten

| /S/ KEITH T. SHOEMAKER | | Comptroller (Principal Accounting Officer) | | March [removed: 1, 2013] [added: 3, 2014] | |

Rewritten

| /S/ JOHN J. AMORE | | Director | | March [removed: 1, 2013] [added: 3, 2014] | |

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| /S/ JOHN R. DUNNE | | Director | | March [removed: 1, 2013] [added: 3, 2014] | |

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| /S/ WILLIAM F. [removed: GALTNEY,] [added: GALTHEY,] JR. | | Director | | March [removed: 1, 2013] [added: 3, 2014] | |

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| /S/ JOHN P. PHELAN | | Director | | March [removed: 1, 2013] [added: 3, 2014] | |

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| /S/ ROGER M. SINGER | | Director | | March [removed: 1, 2013] [added: 3, 2014] | |

Rewritten

| /S/ JOHN A. WEBER | | Director | | March [removed: 1, 2013] [added: 3, 2014] | |

Rewritten

| | [removed: 4.3] [added: 4.8] | | [removed: Second] [added: Third] Supplemental Indenture relating to [removed: the 8.75%] [added: Holdings 5.40%] Senior Notes due [removed: March] [added: October] 15, [removed: 2010,] [added: 2014,] dated [removed: March 14, 2000, between Everest Reinsurance Holdings, Inc.] [added: as of October 12, 2004, among Holdings] and [removed: The] [added: JPMorgan] Chase [removed: Manhattan] Bank, as Trustee, incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.1] to [removed: the] Everest Reinsurance Holdings, Inc. Form 8-K filed on [removed: March 15, 2000] [added: October 12, 2004] |

Rewritten

| | [removed: 4.4] [added: 4.3] | | Junior Subordinated Indenture, dated November 14, 2002, between Everest Reinsurance Holdings, Inc. and JPMorgan Chase Bank as Trustee, incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-3 (No. 333-106595) |

Rewritten

| | [removed: 4.5] [added: 4.4] | | Second Supplemental Indenture relating to Holdings 6.20% Junior Subordinated Debt Securities due March 29, 2034, dated as of March 29, 2004, among Holdings, Group and JPMorgan Chase Bank, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on March 30, 2004 (the “March 30, 2004 8-K”) |

Rewritten

| | [removed: 4.6] [added: 4.5] | | Amended and Restated Trust Agreement of Everest Re Capital Trust II, dated as of March 29, 2004, incorporated herein by reference to Exhibit 4.2 to the March 30, 2004 8-K |

Rewritten

| | [removed: 4.7] [added: 4.6] | | Guarantee Agreement, dated as of March 29, 2004, between Holdings and JPMorgan Chase Bank, incorporated herein by reference to Exhibit 4.3 to the March 30, 2004 8-K |

Rewritten

| | [removed: 4.8] [added: 4.7] | | Expense Agreement, dated as of March 29, 2004, between Holdings and Everest Re Capital Trust, incorporated herein by reference to Exhibit 4.4 to the March 30, 2004 8-K |

Rewritten

| | [removed: 10.7] [added: 10.15] | | Credit Agreement, dated August [removed: 23, 2006,] [added: 15, 2011,] between Everest Reinsurance Holdings, Inc., the lenders named therein and Citibank, National Association, as administrative agent, providing for a $150.0 million [removed: five] [added: three] year revolving credit facility, [removed: incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.] [added: filed herewith.] This new agreement replaces the [removed: October 10, 2003 three] [added: August 23, 2006 five] year senior revolving credit facility [removed: which expired on October 10, 2006] |

Rewritten

| | [removed: 10.8] [added: 10.16] | | Credit Agreement, dated [removed: July 27, 2007, among] [added: June 22, 2012, between] Everest Re Group, Ltd., Everest Reinsurance (Bermuda), Ltd. and Everest International Reinsurance, Ltd., certain lenders party thereto and [removed: Wachovia] [added: Wells Fargo] Bank, N.A. as administrative agent, [added: providing for an $800.0 million four year senior credit facility,] incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.31 to Everest Re Group, Ltd.] Form [removed: 8-K] [added: 10-Q] filed on [added: August 9, 2012. This new agreement replaces the] July 27, 2007 [added: five year, $850.0 million senior credit facility] |

Rewritten

| | [removed: 10.9] [added: 10.7] | | Completion of Tender Offer relating to Everest Reinsurance Holdings, Inc. 6.60% Fixed to Floating Rate Long Term Subordinated Notes (LoTSSM) dated March 19, 2009, incorporated herein by reference to Exhibit 99.1 to Everest Re Group, Ltd. Form 8-K filed on March 31, 2009 |

Rewritten

| * | [removed: 10.10] [added: 10.8] | | Everest Re Group, Ltd. 2009 Stock Option and Restricted Stock Plan for Non-Employee Directors incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. second quarter 2009 10-Q |

Rewritten

| * | [removed: 10.11] [added: 10.20] | | Employment [removed: Agreement] [added: agreement] between Everest Reinsurance (Bermuda), Ltd. and Mark S. deSaram, dated [removed: October 7, 2010,] [added: September 13, 2012,] incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on [removed: October 12, 2010] [added: December 4, 2012] |

Rewritten

| * | [removed: 10.12] [added: 10.23] | | [removed: Mutual Agreement and General Release and Waiver] [added: Employment agreement] between Everest Global Services, [removed: Inc.] [added: Inc.,] and [removed: Ralph E. Jones III,] [added: John P. Doucette,] dated [removed: October 7, 2010,] [added: September 1, 2013,] incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed [removed: in October 12, 2010] [added: on September 13, 2013] |

Rewritten

| * | [removed: 10.13] [added: 10.9] | | Everest Re Group, Ltd. 2010 Stock Incentive Plan for employees is incorporated herein by reference to [removed: exhibit] [added: Exhibit] 10.2 to Everest Re Group, Ltd. Form S-8 filed on September 30, 2010 |

Rewritten

| * | [removed: 10.14] [added: 10.10] | | Employment Agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Joseph V. Taranto, dated January 1, 2011, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on March 31, 2011 |

Rewritten

| * | [removed: 10.15] [added: 10.11] | | Change of Control Agreement between and among Everest Reinsurance Company, Everest Reinsurance Holdings, Inc., Everest Re Group, Ltd., Everest Global Services, Inc. and Joseph V. Taranto, dated January 1, 2011, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on March 31, 2011 |

Rewritten

| * | [removed: 10.16] [added: 10.12] | | Amendment of Executive Performance Annual Incentive Plan adopted by shareholders at the annual general meeting on May 18, 2011, incorporated herein by reference to Appendix B to the 2011 Proxy Statement filed on April 15, 2011 |

Rewritten

| * | [removed: 10.17] [added: 10.13] | | Employment Agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Dominic J. Addesso, dated June 16, 2011, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on June 20, 2011 |

Rewritten

| * | [removed: 10.18] [added: 10.14] | | Employment Agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Joseph V. Taranto, dated January 1, 2011, This employment supersedes the prior agreement between registrant and Joseph V. Taranto dated March 25, 2011. This new agreement dated January 1, 2011, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on June 20, 2011 |

Rewritten

| * | [removed: 10.21] [added: 10.17] | | Employment agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Dominic J. Addesso, dated July 1, 2012, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012 |

Rewritten

| * | [removed: 10.22] [added: 10.18] | | Employment agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Joseph V. Taranto, dated July 1, 2012, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012 |

Rewritten

| * | [removed: 10.23] [added: 10.19] | | Change of Control Agreement between and among Everest Reinsurance Company, Everest Reinsurance Holdings, Inc., Everest Re Group, Ltd., Everest Global Services, Inc. and Joseph V. Taranto, dated January 1, 2012, incorporated herein by reference to Exhibit 10.3 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012 |

Rewritten

| * | [removed: 10.24] [added: 10.22] | | Employment agreement between Everest [removed: Reinsurance (Bermuda), Ltd.] [added: Global Services, Inc.,] and [removed: Mark S. deSaram,] [added: Sanjoy Mukherjee,] dated September [removed: 13, 2012,] [added: 1, 2013,] incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on [removed: December 4, 2012] [added: August 16, 2013] |

Rewritten

| | 31.1 | | Section 302 Certification of [removed: Joseph V. Taranto,] [added: Dominic J. Addesso,] filed herewith | |

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| | 32.1 | | Section 906 Certification of [removed: Joseph V. Taranto] [added: Dominic J. Addesso] and Craig Howie, furnished herewith | |

Rewritten

| [removed: [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#report)] [added: Firm] | | | | | F-2 |

Rewritten

| [removed: [Consolidated] [added: Consolidated] Balance Sheets at December 31, [removed: 2012] [added: 2013] and [removed: 2011](#balsheet)] [added: 2012] | | | | | F-4 |

Rewritten

| [removed: [Consolidated] [added: Consolidated] Statements of Operations and Comprehensive Income (Loss) for the Years [removed: Ended](#income)] [added: Ended] | | | | | |

New in FY2013

| | By: | /S/ DOMINIC J. ADDESSO | |

New in FY2013

| | | Dominic J. Addesso | |

New in FY2013

| --- | --- | --- | --- |

New in FY2013

| * | 10.21 | | Chairmanship agreement between Everest Reinsurance (Bermuda), Ltd. and Joseph V. Taranto, dated June 19, 2013 and effective January 1, 2014, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on June 24, 2013. |

New in FY2013

| --- | --- | --- | --- |

New in FY2013

March 3, 2014

New in FY2013

| NONCONTROLLING INTERESTS: | | | | | | | | |

New in FY2013

| Redeemable noncontrolling interests - Mt. Logan Re | | | 93,378 | | | | \- | |

New in FY2013

| Total shareholders' equity attributable to Everest Re Group | | | 6,968,276 | | | | 6,733,467 | |

New in FY2013

| Net (income) loss attributable to noncontrolling interests | | | (5,878 | ) | | | \- | | | | \- | |

New in FY2013

| NET INCOME (LOSS) ATTRIBUTABLE TO EVEREST RE GROUP | | $ | 1,259,382 | | | $ | 828,954 | | | $ | (80,486 | ) |

New in FY2013

| Benefit plan actuarial net gain (loss) for the period | | | 17,837 | | | | (11,771 | ) | | | (31,776 | ) |

New in FY2013

| Reclassification adjustment for amortization of net (gain) loss included in net income (loss) | | | 5,778 | | | | 4,795 | | | | 2,324 | |

New in FY2013

| Total benefit plan net gain (loss) for the period | | | 23,615 | | | | (6,976 | ) | | | (29,452 | ) |

New in FY2013

| Net income (loss) attributable to Everest Re Group | | | 1,259,382 | | | | 828,954 | | | | (80,486 | ) |

New in FY2013

| Dividends declared ($2.19 per share in 2013 and | | | | | | | | | | | | |

New in FY2013

| Distribution of limited partnership income | | | 56,982 | | | | 30,718 | | | | 58,218 | |

New in FY2013

| Net cash provided by (used in) operating activities | | | 1,098,261 | | | | 694,632 | | | | 717,738 | |

New in FY2013

| Distributions from other invested assets | | | 100,081 | | | | 53,736 | | | | 108,055 | |

New in FY2013

| Net cash provided by (used in) investing activities | | | (224,003 | ) | | | (264,548 | ) | | | (266,924 | ) |

New in FY2013

| Purchase of treasury shares | | | (621,915 | ) | | | (289,988 | ) | | | (92,490 | ) |

New in FY2013

| Net cost of junior subordinated debt securities maturing | | | (329,897 | ) | | | \- | | | | \- | |

New in FY2013

| Third party investment in redeemable noncontrolling interest | | | 87,500 | | | | \- | | | | \- | |

New in FY2013

| Subscription advances for third party redeemable noncontrolling interest | | | 143,000 | | | | \- | | | | \- | |

New in FY2013

Effective February 27, 2013, the Company established a new subsidiary, Mt.

New in FY2013

Logan Re Ltd. (“Mt.

New in FY2013

Logan Re”) and effective July 1, 2013, Mt.

New in FY2013

Logan Re established separate segregated accounts and issued non-voting redeemable preferred shares to capitalize the segregated accounts.

New in FY2013

Accordingly, the financial position and operating results for Mt.

New in FY2013

Logan Re are consolidated with the Company and the non-controlling interests in Mt.

New in FY2013

Logan Re’s operating results and equity are presented as separate captions in the Company’s financial statements.

New in FY2013

Logan Re, Ltd., Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”), Everest Re Advisors, Ltd., Everest Advisors (UK), Ltd., Holdings Ireland, Everest Reinsurance Company (Ireland) Limited (“Ireland Re”), Everest Insurance Company of Canada (“Everest Canada”), Premiere Insurance Underwriting Services (“Premiere”), Holdings, Heartland Crop Insurance, Inc. (“Heartland”), Specialty Insurance Group, Inc. (“Specialty”), Specialty Insurance Group - Leisure and Entertainment Risk Purchasing Group LLC (“Specialty RPG”), Mt.

New in FY2013

One reclassification relates to a correction in the manner in which the Company reports distributions received from limited partnership investments in the consolidated Statements of Cash Flows.

New in FY2013

Prior to the fourth quarter of 2013, the Company incorrectly reflected all distributions as cash flows from investing activities in its Consolidated Statements of Cash Flows.

New in FY2013

Starting with the fourth quarter of 2013, cash distributions from the limited partnerships that represent net investment income are reflected as cash flows from operating activities and distributions that represent the return of capital contributions are reflected as cash flows from investing activities.

New in FY2013

For the years ended December 31, 2012 and 2011, $30,718 thousand and $58,218 thousand have been reclassified from “Distributions from other invested assets” included in cash flows from investing activities to “Distribution of limited partnership income” included in cash flows from operations.

New in FY2013

The Company has determined that this error is not material to the financial statements of any prior period.

New in FY2013

In addition, the Company has reclassified the following amounts from “Distributions from other invested assets” included in cash flows from investing activities to “Distribution of limited partnership income” included in cash flows from operations for interim reporting periods of 2013: $33,686 thousand for the three months ended March 31, 2013; $9,409 thousand and $43,095 thousand for the three months and six months ended June 30, 2013, respectively; and $5,638 thousand and $48,733 thousand for the three months and nine months ended September 30, 2013, respectively.

New in FY2013

| (Dollars in thousands) | | 2013 | | | | 2012 | | |

New in FY2013

| | Net income (loss) attributable to Everest Re Group | | $ | 1,259,382 | | | $ | 828,954 | | | $ | (80,486 | ) |

Dropped from FY2012

| | | | |

Dropped from FY2012

| | | Joseph V. Taranto | |

Dropped from FY2012

| /S/ DOMINIC J. ADDESSO | | President and Director | | March 1, 2013 | |

Dropped from FY2012

| | 4.9 | | Third Supplemental Indenture relating to Holdings 5.40% Senior Notes due October 15, 2014, dated as of October 12, 2004, among Holdings and JPMorgan Chase Bank, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on October 12, 2004 |

Dropped from FY2012

| | 10.19 | | Credit Agreement, dated August 15, 2011, between Everest Reinsurance Holdings, Inc., the lenders named therein and Citibank, National Association, as administrative agent, providing for a $150.0 million three year revolving credit facility, filed herewith. This new agreement replaces the August 23, 2006 five year senior revolving credit facility |

Dropped from FY2012

| | 10.20 | | Credit Agreement, dated June 22, 2012, between Everest Re Group, Ltd., Everest Reinsurance (Bermuda), Ltd. and Everest International Reinsurance, Ltd., certain lenders party thereto and Wells Fargo Bank, N.A. as administrative agent, providing for an $800.0 million four year senior credit facility, incorporated herein by reference to Exhibit 10.31 to Everest Re Group, Ltd. Form 10-Q filed on August 9, 2012. This new agreement replaces the July 27, 2007 five year, $850.0 million senior credit facility |

Dropped from FY2012

| | | | | |

Dropped from FY2012

E-4

Dropped from FY2012

[Index](#INDEX)

Dropped from FY2012

March 1, 2013

Dropped from FY2012

| Pension adjustments | | | (6,976 | ) | | | (29,452 | ) | | | (1,815 | ) |

Dropped from FY2012

| TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD | | $ | 6,733,467 | | | $ | 6,071,375 | | | $ | 6,283,517 | |

Dropped from FY2012

| Net cash provided by (used in) operating activities | | | 663,914 | | | | 659,520 | | | | 918,475 | |

Dropped from FY2012

| Distributions from other invested assets | | | 84,454 | | | | 166,273 | | | | 79,849 | |

Dropped from FY2012

| Net cash provided by (used in) investing activities | | | (233,830 | ) | | | (208,706 | ) | | | (270,013 | ) |

Dropped from FY2012

| Net cost of senior notes maturing | | | \- | | | | \- | | | | (200,000 | ) |

Dropped from FY2012

| Cash, beginning of period | | | 448,651 | | | | 258,408 | | | | 247,598 | |

Dropped from FY2012

Unrealized losses on fixed maturities, which are

Dropped from FY2012

| | | | | | | | | | | | | | |

Dropped from FY2012

Improving Disclosures About Fair Value Measurements.

Dropped from FY2012

In January 2010, the FASB amended the authoritative guidance for disclosures on fair value measurements.

Dropped from FY2012

Effective for interim and annual reporting periods beginning after December 15, 2009, the guidance requires a new separate disclosure for: significant transfers in and out of Level 1 and 2 and the reasons for the transfers; and provided clarification on existing disclosures to include: fair value measurement disclosures by class of assets and liabilities and disclosure on valuation techniques and inputs used to measure fair value that fall in either Level 2 or Level 3.

Dropped from FY2012

Effective for interim and annual reporting periods beginning after December 15, 2010, the guidance requires another new separate disclosure in regards to Level 3 fair value measurements in that, the period activity will present separately information about purchases, sales, issuances and settlements.

Dropped from FY2012

Comparative disclosures shall be required only for periods ending after initial adoption.

Dropped from FY2012

The Company implemented this guidance beginning with the third quarter of 2010.

Dropped from FY2012

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Dropped from FY2012

| | | At December 31, 2011 | | | | | | | | | | | | | | |

Dropped from FY2012

| U.S. government agencies and corporations | | $ | 284,514 | | | $ | 16,407 | | | $ | (287 | ) | | $ | 300,634 | |

Dropped from FY2012

| Corporate securities | | | 3,495,761 | | | | 197,914 | | | | (27,054 | ) | | | 3,666,621 | |

Dropped from FY2012

| Asset-backed securities | | | 186,936 | | | | 7,020 | | | | (550 | ) | | | 193,406 | |

Dropped from FY2012

| Commercial | | | 310,387 | | | | 20,942 | | | | (9,902 | ) | | | 321,427 | |

Dropped from FY2012

| Agency residential | | | 2,198,937 | | | | 86,722 | | | | (3,066 | ) | | | 2,282,593 | |

Dropped from FY2012

| Non-agency residential | | | 53,365 | | | | 499 | | | | (775 | ) | | | 53,089 | |

Dropped from FY2012

| Foreign government securities | | | 1,555,707 | | | | 120,900 | | | | (8,389 | ) | | | 1,668,218 | |

Dropped from FY2012

| Foreign corporate securities | | | 2,086,951 | | | | 91,869 | | | | (32,189 | ) | | | 2,146,631 | |

Dropped from FY2012

| Total fixed maturity securities | | $ | 11,731,173 | | | $ | 645,088 | | | $ | (82,737 | ) | | $ | 12,293,524 | |

Dropped from FY2012

| Equity securities | | $ | 463,620 | | | $ | 4,060 | | | $ | (18,750 | ) | | $ | 448,930 | |

Dropped from FY2012

| Commercial | | | 294,596 | | | | 320,088 | | | | 310,387 | | | | 321,427 | |

Dropped from FY2012

There were no unrealized losses on a single issuer that exceeded 0.02% of the market value of the fixed maturity securities at December 31, 2012.

Dropped from FY2012

| Corporate securities | | | 512,255 | | | | (14,962 | ) | | | 120,064 | | | | (12,092 | ) | | | 632,319 | | | | (27,054 | ) |

An excerpt. Shown here: 40 of 724 rewritten, 40 of 362 added and 40 of 216 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2013 filing and the FY2012 filing.