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Item 6. [Exhibits](a27028)

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Item 6. [Exhibits](a27028)

Exhibits

EVEREST RE GROUP,

LTD.

CONSOLIDATED

BALANCE SHEETS

September 30,

December 31,

(Dollars and share amounts in millions, except par value per share)

2022

2021

(unaudited)

ASSETS:

Fixed maturities - available for sale, at fair value

$

21,009

$

22,308

(amortized cost: 2022, $

23,204

; 2021, $

22,064

, credit allowances: 2022, $

(

)

; 2021, $

(

)

)

Fixed maturities - held to maturity, at amortized cost, net of credit allowances

(fair value: 2022, $

, credit allowances: 2022, $

(

)

)

-

Equity securities, at fair value

1,301

1,826

Short-term investments (cost: 2022, $

; 2021, $

1,178

)

1,178

Other invested assets

3,079

2,920

Cash

1,679

1,441

Total investments and cash

28,516

29,673

Accrued investment income

Premiums receivable

3,452

3,294

Reinsurance recoverables

2,240

2,053

Funds held by reinsureds

Deferred acquisition costs

Prepaid reinsurance premiums

Income taxes

Other assets

TOTAL

ASSETS

$

38,144

$

38,185

LIABILITIES:

Reserve for losses and loss adjustment expenses

$

21,222

$

19,009

Future policy benefit reserve

Unearned premium reserve

4,795

4,610

Funds held under reinsurance treaties

Other net payable to reinsurers

Losses in course of payment

Senior notes

2,347

2,346

Long term notes

Borrowings from FHLB

Accrued interest on debt and borrowings

Unsettled securities payable

Other liabilities

Total liabilities

30,495

28,046

Commitments and contingencies (Note 7)

(nil)

(nil)

SHAREHOLDERS' EQUITY:

Preferred shares, par value: $

0.01

;

50.0

shares authorized;

no

shares issued and outstanding

-

-

Common shares, par value: $

0.01

;

200.0

shares authorized; (2022)

69.9

and (2021)

69.8

outstanding before treasury shares

Additional paid-in capital

2,293

2,274

Accumulated other comprehensive income (loss), net of deferred income

tax expense (benefit) of $

(269)

at 2022 and $

at 2021

(2,348)

Treasury shares, at cost;

30.8

shares (2022) and

30.5

shares (2021)

(3,907)

(3,847)

Retained earnings

11,610

11,700

Total shareholders' equity

7,649

10,139

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

38,144

$

38,185

The accompanying notes are an integral part of the consolidated

financial statements.

EVEREST RE GROUP,

LTD.

CONSOLIDATED

STATEMENTS

OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions, except per share amounts)

2022

2021

2022

2021

(unaudited)

(unaudited)

REVENUES:

Premiums earned

$

3,067

$

2,656

$

8,775

$

7,603

Net investment income

Net gains (losses) on investments:

Credit allowances on fixed maturity securities

(5)

(7)

(18)

(30)

Gains (losses) from fair value adjustments

(136)

(5)

(462)

Net realized gains (losses) from dispositions

(39)

Total net gains (losses) on investments

(129)

(4)

(519)

Other income (expense)

(16)

(20)

(71)

Total revenues

3,073

2,925

8,805

8,746

CLAIMS AND EXPENSES:

Incurred losses and loss adjustment expenses

2,623

2,274

6,289

5,572

Commission, brokerage, taxes and fees

1,877

1,611

Other underwriting expenses

Corporate expenses

Interest, fees and bond issue cost amortization expense

Total claims and expenses

3,474

3,013

8,785

7,700

INCOME (LOSS) BEFORE TAXES

(401)

(88)

1,046

Income tax expense (benefit)

(82)

(14)

(81)

NET INCOME (LOSS)

$

(319)

$

(73)

$

$

Other comprehensive income (loss), net of tax:

Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the

period

(712)

(100)

(2,260)

(304)

Reclassification adjustment for realized losses (gains) included in net income (loss)

(1)

(3)

Total URA(D) on securities arising during the period

(671)

(101)

(2,199)

(308)

Foreign currency translation adjustments

(101)

(54)

(163)

(29)

Reclassification adjustment for amortization of net (gain) loss included in net income (loss)

Total benefit plan net gain (loss) for the period

Total other comprehensive income (loss), net of tax

(771)

(153)

(2,360)

(331)

COMPREHENSIVE INCOME (LOSS)

$

(1,090)

$

(227)

$

(2,259)

$

EARNINGS PER COMMON SHARE:

Basic

$

(8.22)

$

(1.88)

$

2.57

$

23.74

Diluted

(8.22)

(1.88)

2.57

23.72

The accompanying notes are an integral part of the consolidated

financial statements.

EVEREST RE GROUP,

LTD.

CONSOLIDATED

STATEMENTS

OF

CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions, except dividends per share amounts)

2022

2021

2022

2021

(unaudited)

(unaudited)

COMMON SHARES (shares outstanding):

Balance beginning of period

Issued (redeemed) during the period, net

-

-

-

-

Treasury shares acquired

-

(1)

-

(1)

Balance end of period

COMMON SHARES (par value):

Balance beginning of period

$

$

$

$

Issued during the period, net

-

-

-

-

Balance end of period

ADDITIONAL PAID-IN CAPITAL:

Balance beginning of period

2,284

2,256

2,274

2,245

Share-based compensation plans

Balance end of period

2,293

2,266

2,293

2,266

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),

NET OF DEFERRED INCOME TAXES:

Balance beginning of period

(1,577)

Net increase (decrease) during the period

(771)

(153)

(2,360)

(331)

Balance end of period

(2,348)

(2,348)

RETAINED EARNINGS:

Balance beginning of period

11,994

11,465

11,700

10,567

Net income (loss)

(319)

(73)

Dividends declared ($

1.65

per share in 3Q 2022 and $

4.85

per share YTD

in 2022; $

1.55

per share in 3Q 2021 and $

4.65

per share YTD in 2021)

(65)

(61)

(191)

(186)

Balance, end of period

11,610

11,330

11,610

11,330

TREASURY SHARES AT COST:

Balance beginning of period

(3,849)

(3,662)

(3,847)

(3,622)

Purchase of treasury shares

(58)

(160)

(60)

(200)

Balance end of period

(3,907)

(3,822)

(3,907)

(3,822)

TOTAL

SHAREHOLDERS' EQUITY, END OF PERIOD

$

7,649

$

9,979

$

7,649

$

9,979

The accompanying notes are an integral part

of the consolidated financial statements.

EVEREST RE GROUP,

LTD.

CONSOLIDATED

STATEMENTS

OF CASH FLOWS

Nine Months Ended

September 30,

(Dollars in millions)

2022

2021

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$

$

Adjustments to reconcile net income to net cash provided by operating activities:

Decrease (increase) in premiums receivable

(405)

(737)

Decrease (increase) in funds held by reinsureds, net

(35)

(93)

Decrease (increase) in reinsurance recoverables

(662)

(231)

Decrease (increase) in income taxes

(249)

Decrease (increase) in prepaid reinsurance premiums

(194)

(147)

Increase (decrease) in reserve for losses and loss adjustment expenses

3,117

2,560

Increase (decrease) in future policy benefit reserve

(2)

(1)

Increase (decrease) in unearned premiums

Increase (decrease) in other net payable to reinsurers

Increase (decrease) in losses in course of payment

(150)

Change in equity adjustments in limited partnerships

(126)

(543)

Distribution of limited partnership income

Change in other assets and liabilities, net

(134)

(230)

Non-cash compensation expense

Amortization of bond premium (accrual of bond discount)

Net (gains) losses on investments

(139)

Net cash provided by (used in) operating activities

2,680

2,791

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from fixed maturities matured/called/repaid - available for sale

2,171

2,757

Proceeds from fixed maturities matured/called/repaid - held to maturity

-

Proceeds from fixed maturities sold - available for sale

1,177

Proceeds from equity securities sold, at fair value

1,030

Distributions from other invested assets

Cost of fixed maturities acquired - available for sale

(5,958)

(5,671)

Cost of fixed maturities acquired - held to maturity

(133)

-

Cost of equity securities acquired, at fair value

(960)

(508)

Cost of other invested assets acquired

(455)

(604)

Net change in short-term investments

Net change in unsettled securities transactions

(177)

Net cash provided by (used in) investing activities

(2,196)

(2,102)

CASH FLOWS FROM FINANCING ACTIVITIES:

Common shares issued (redeemed) during the period for share-based compensation, net of expense

(16)

(12)

Purchase of treasury shares

(60)

(200)

Dividends paid to shareholders

(191)

(186)

Cost of debt repurchase

(6)

-

Cost of shares withheld on settlements of share-based compensation awards

(19)

(15)

Net cash provided by (used in) financing activities

(292)

(413)

EFFECT OF EXCHANGE RATE CHANGES ON CASH

(9)

Net increase (decrease) in cash

Cash, beginning of period

1,441

Cash, end of period

$

1,679

$

1,068

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid (recovered)

$

$

Interest paid

NON-CASH TRANSACTIONS:

Reclassification of specific investments from fixed maturity securities, available for sale

at fair value to fixed maturity securities, held to maturity at amortized cost net of credit allowances

$

$

-

The accompanying notes are an integral

part of the consolidated financial statements.

NOTES TO CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

For the Three and Nine Months Ended September

30, 2022 and 2021

GENERAL

Everest

Re Group,

Ltd. (“Group”),

a Bermuda company,

through its

subsidiaries, principally

provides reinsurance

and

insurance

in

the

U.S.,

Bermuda

and

international

markets.

As

used

in

this

document,

“Company”

means

Group and its subsidiaries.

BASIS OF PRESENTATION

The unaudited

consolidated

financial statements

of the

Company

as of

September

30, 2022

and December

31,

2021 and for the three

and nine months ended

September 30, 2022 and

2021 include all adjustments,

consisting

of

normal

recurring

accruals,

which,

in

the

opinion

of

management,

are

necessary

for

a

fair

statement

of

the

results

on

an

interim

basis.

Certain

financial

information,

which

is

normally

included

in

annual

financial

statements

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America (“GAAP”),

has been

omitted since

it is

not required

for interim

reporting purposes.

The December

31,

2021

consolidated

balance

sheet

data

was

derived

from

audited

financial

statements

but

does

not

include

all

disclosures

required by

GAAP.

The results

for the

three and

nine months

ended September

30, 2022

and 2021

are

not

necessarily

indicative

of

the

results

for

a

full

year.

These

financial

statements

should

be

read

in

conjunction with the audited consolidated

financial statements and

notes thereto for

the years ended December

31, 2021, 2020 and 2019, included in the Company’s

most recent Form 10-K filing.

The Company

consolidates

the results

of operations

and financial

position of

all voting

interest

entities ("VOE")

in

which

the

Company

has

a controlling

financial

interest

and

all

variable

interest

entities

("VIE")

in

which

the

Company is considered to be the primary beneficiary.

The consolidation assessment, including

the determination

as

to

whether

an

entity

qualifies

as

a

VIE

or

VOE,

depends

on

the

facts

and

circumstances

surrounding

each

entity.

The preparation

of financial

statements

in conformity

with GAAP

requires

management

to make

estimates

and

assumptions

that

affect

the reported

amounts

of assets

and liabilities

(and disclosure

of contingent

assets

and

liabilities) at the date of the financial

statements and the reported

amounts of revenues and expenses

during the

reporting period.

Ultimate actual results could differ,

possibly materially,

from those estimates.

All intercompany accounts

and transactions have been eliminated.

Certain

reclassifications

and

format

changes

have

been

made

to

prior

years’

amounts

to

conform

to

the

2022

presentation.

Application of Recently Issued Accounting

Standard Changes.

The Company did

not adopt any

new accounting standards

that had a

material impact during

the three and

nine

months ended

September 30,

The Company

assessed the

adoption impacts

of recently

issued accounting

standards

by the

Financial Accounting

Standards

Board on

the Company’s

consolidated

financial statements

as

well as

material updates

to previous

assessments,

if any,

from the

Company’s

Annual Report

on Form

10-K for

the

year

ended

December

31,

There

were

no

accounting

standards

issued

in

the

nine

months

ended

September 30, 2022, that are expected to

have a material impact to Group.

Any

issued

guidance

and

pronouncements,

other

than

those

directly

referenced

above,

are

deemed

by

the

Company to be either not applicable or immaterial to

its financial statements.

INVESTMENTS

The

following

tables

show

amortized

cost,

allowance

for

credit

losses,

gross

unrealized

appreciation/(depreciation) and fair

value of fixed maturity securities available

for sale as of the dates indicated:

At September 30, 2022

Amortized

Allowance for

Unrealized

Unrealized

Fair

(Dollars in millions)

Cost

Credit Losses

Appreciation

Depreciation

Value

Fixed maturity securities - available for sale

U.S. Treasury securities and obligations of

U.S. government agencies and corporations

$

1,367

$

-

$

$

(79)

$

1,308

Obligations of U.S. states and political subdivisions

-

(38)

Corporate securities

7,010

(29)

(653)

6,397

Asset-backed securities

3,935

-

(164)

3,772

Mortgage-backed securities

Commercial

1,016

-

-

(108)

Agency residential

3,058

-

(337)

2,723

Non-agency residential

-

-

-

Foreign government securities

1,528

-

(205)

1,335

Foreign corporate securities

4,768

(9)

(726)

4,080

Total fixed maturity securities - available for sale

$

23,204

$

(38)

$

$

(2,310)

$

21,009

(Some amounts may not reconcile due to rounding.)

At December 31, 2021

Amortized

Allowance for

Unrealized

Unrealized

Fair

(Dollars in millions)

Cost

Credit Losses

Appreciation

Depreciation

Value

Fixed maturity securities - available for sale

U.S. Treasury securities and obligations of

U.S. government agencies and corporations

$

1,407

$

-

$

$

(10)

$

1,421

Obligations of U.S. states and political subdivisions

-

(1)

Corporate securities

7,444

(19)

(63)

7,557

Asset-backed securities

3,579

(8)

(12)

3,582

Mortgage-backed securities

Commercial

1,033

-

(6)

1,064

Agency residential

2,361

-

(19)

2,375

Non-agency residential

-

-

-

Foreign government securities

1,424

-

(28)

1,438

Foreign corporate securities

4,251

(3)

(65)

4,279

Total fixed maturity securities - available for sale

$

22,064

$

(30)

$

$

(203)

$

22,308

(Some amounts may not reconcile due to rounding.)

The

following

tables

show

amortized

cost,

allowance

for

credit

losses,

gross

unrealized

appreciation/(depreciation) and fair

value of fixed maturity securities held to

maturity as of the dates indicated:

At September 30, 2022

Amortized

Allowance for

Unrealized

Unrealized

Fair

(Dollars in millions)

Cost

Credit Losses

Appreciation

Depreciation

Value

Fixed maturity securities - held to maturity

Corporate securities

$

$

(2)

$

-

$

(11)

$

Asset-backed securities

(6)

(10)

Mortgage-backed securities

Commercial

-

-

-

Foreign corporate securities

(1)

-

(1)

Total fixed maturity securities - held to maturity

$

(9)

$

$

(21)

$

(Some amounts may not reconcile due to rounding.)

The amortized

cost and

fair value

of fixed

maturity securities

available for

sale are

shown in

the following

table

by

contractual

maturity.

Mortgage-backed

securities

are

generally

more

likely

to

be

prepaid

than

other

fixed

maturity securities. As the stated

maturity of such securities may not be indicative

of actual maturities, the totals

for mortgage-backed and

asset-backed securities

are shown separately.

At September 30, 2022

At December 31, 2021

Amortized

Fair

Amortized

Fair

(Dollars in millions)

Cost

Value

Cost

Value

Fixed maturity securities – available for sale:

Due in one year or less

$

1,257

$

1,258

$

1,399

$

1,398

Due after one year through five years

7,875

7,216

7,075

7,154

Due after five years through ten years

4,603

3,938

5,004

5,101

Due after ten years

1,456

1,189

1,606

1,627

Asset-backed securities

3,935

3,772

3,579

3,582

Mortgage-backed securities:

Commercial

1,016

1,033

1,064

Agency residential

3,058

2,723

2,361

2,375

Non-agency residential

Total fixed maturity securities - available for sale

$

23,204

$

21,009

$

22,064

$

22,308

(Some amounts may not reconcile due to rounding.)

The amortized

cost and

fair value

of fixed

maturity securities

held to

maturity are

shown in

the following

table

by contractual maturity.

At September 30, 2022

Amortized

Fair

(Dollars in millions)

Cost

Value

Fixed maturity securities – held to maturity:

Due after one year through five years

$

$

Due after five years through ten years

Due after ten years

Asset-backed securities

Mortgage-backed securities:

Commercial

Total fixed

maturity securities - held to maturity

$

$

(Some amounts may not reconcile due

to rounding.)

During the

third

quarter

of 2022,

the Company

re-designated

a portion

of its

fixed

maturity

securities from

its

fixed maturity – available

for sale portfolio

to its fixed maturity

– held to maturity portfolio.

The fair value of the

securities

reclassified

at

the

date

of

transfer

was

$

million,

net

of

allowance

for

current

expected

credit

losses,

which

was

subsequently

recognized

as

the

new

amortized

cost

basis.

As of

the date

of transfer,

these

securities had an unrealized

loss of $

million, which remained in accumulated

other comprehensive income

on

the

balance

sheet

and

will

be

amortized

into

income

through

an

adjustment

to

the

yields

of

the

underlying

securities over the remaining life of the securities.

The Company evaluated

fixed maturity

securities classified as

held to maturity

for current

expected credit

losses

as of

September 30,

2022 utilizing

risk characteristics

of each security,

including credit

rating, remaining

time to

maturity,

adjusted

for

prepayment

considerations,

and

subordination

level,

and

applying

default

and

recovery

rates,

which

include

the

incorporation

of

historical

credit

loss

experience

and

macroeconomic

forecasts,

to

develop an estimate

of current expected

credit losses. These

fixed maturities classified

as held to maturity

are of

a high credit quality and are all rated

investment grade as of September

30, 2022.

The changes

in net

unrealized

appreciation

(depreciation)

for the

Company’s

investments

are derived

from the

following sources for the periods

indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions)

2022

2021

2022

2021

Increase (decrease) during the period between the fair value and cost

of investments carried at fair value, and deferred taxes thereon:

Fixed maturity securities and short-term investments

$

(724)

$

(109)

$

(2,484)

$

(344)

Change in unrealized appreciation (depreciation), pre-tax

(724)

(109)

(2,484)

(344)

Deferred tax benefit (expense)

Change in unrealized appreciation (depreciation),

net of deferred taxes, included in shareholders’ equity

$

(671)

$

(101)

$

(2,199)

$

(308)

(Some amounts may not reconcile due to rounding.)

The tables

below display

the aggregate

fair value

and gross

unrealized

depreciation

of fixed

maturity securities

available for

sale, by security

type and contractual

maturity,

in each case

subdivided according

to length

of time

that individual securities had been in a continuous unrealized

loss position for the periods indicated.

Duration of Unrealized Loss at September

30, 2022 By Security Type

Less than 12 months

Greater than 12 months

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

(Dollars in millions)

Fair Value

Depreciation

Fair Value

Depreciation

Fair Value

Depreciation

Fixed maturity securities - available for

sale

U.S. Treasury securities and

obligations of

U.S. government agencies and corporations

$

$

(47)

$

$

(32)

$

1,080

$

(79)

Obligations of U.S. states and

political subdivisions

(30)

(8)

(38)

Corporate securities

4,247

(447)

(189)

5,243

(636)

Asset-backed securities

2,827

(158)

(5)

2,882

(164)

Mortgage-backed securities

Commercial

(104)

(4)

(108)

Agency residential

2,086

(222)

(115)

2,674

(337)

Non-agency residential

-

-

-

Foreign government securities

(137)

(68)

1,221

(205)

Foreign corporate securities

2,792

(496)

(229)

3,600

(726)

Total

$

14,937

$

(1,640)

$

3,023

$

(651)

$

17,960

$

(2,291)

Securities where an allowance for credit

loss was recorded

(19)

-

-

(19)

Total fixed

maturity securities

$

14,960

$

(1,659)

$

3,023

$

(651)

$

17,983

$

(2,310)

(Some amounts may not reconcile due to rounding.)

Duration of Unrealized Loss at September

30, 2022 By Maturity

Less than 12 months

Greater than 12 months

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

(Dollars in millions)

Fair Value

Depreciation

Fair Value

Depreciation

Fair Value

Depreciation

Fixed maturity securities

- available for sale

Due in one year or less

$

$

(21)

$

$

(6)

$

$

(27)

Due in one year through five years

4,908

(502)

1,264

(204)

6,173

(706)

Due in five years through ten years

2,517

(459)

(239)

3,329

(697)

Due after ten years

(174)

(77)

1,040

(252)

Asset-backed securities

2,827

(158)

(5)

2,882

(164)

Mortgage-backed securities

2,967

(325)

(120)

3,583

(445)

Total

$

14,937

$

(1,640)

$

3,023

$

(651)

$

17,960

$

(2,291)

Securities where an allowance for credit

loss was recorded

(19)

-

-

(19)

Total fixed

maturity securities

$

14,960

$

(1,659)

$

3,023

$

(651)

$

17,983

$

(2,310)

(Some amounts may not reconcile due to rounding.)

The aggregate

fair

value

and gross

unrealized

losses related

to

fixed

maturity

securities available

for

sale in

an

unrealized loss position

at September 30, 2022

were $

18.0

billion and $

2.3

billion, respectively.

The fair value

of

securities for the

single issuer (the United

States government)

whose securities comprised

the largest unrealized

loss

position

at

September 30,

2022,

did

not

exceed

5.2

%

of

the

overall

fair

value

of

the

Company’s

fixed

maturity

securities

available

for

sale.

The

fair

value

of

the

securities

for

the

issuer

with

the

second

largest

unrealized

loss

position

at

September 30,

2022,

comprised

less

than

0.9

%

of

the

Company’s

fixed

maturity

securities available

for sale.

In addition,

as indicated

on the

above table,

there was

no significant

concentration

of

unrealized

losses

in

any

one

market

sector.

The

$

1.7

billion

of

unrealized

losses

related

to

fixed

maturity

securities available

for

sale that

have

been in

an unrealized

loss position

for

less than

one year

were generally

comprised

of

foreign

and

domestic

corporate

securities,

agency

residential

and

commercial

mortgage-backed

securities,

asset-backed

securities

and

foreign

government

securities.

Of

these

unrealized

losses,

$

1.5

billion

were related

to securities

that were

rated investment

grade by

at least

one nationally

recognized rating

agency.

The $

million of

unrealized

losses related

to fixed

maturity securities

available

for sale

in an

unrealized

loss

position

for

more

than

one

year

related

primarily

to

foreign

and

domestic

corporate

securities,

agency

residential

mortgage-backed

securities

and

foreign

government

securities.

Of

these

unrealized

losses,

$

million were

related to

securities that

were rated

investment

grade by

at least

one nationally

recognized

rating

agency.

In

all

instances,

there

were

no

projected

cash

flow

shortfalls

to

recover

the

full

book

value

of

the

investments

and

the

related

interest

obligations.

The

mortgage-backed

securities

still

have

excess

credit

coverage

and are

current on

interest

and principal

payments.

Based upon

the Company’s

current evaluation

of

securities in

an unrealized

loss

position

as of

September

30, 2022,

the

unrealized

losses

are

due

to

changes

in

interest

rates

and

non-issuer

specific

credit

spreads

and

are

not

credit-related.

In

addition,

the

contractual

terms of these securities do not permit these securities to be settled

at a price less than their amortized cost.

The

Company,

given

the

size

of

its

investment

portfolio

and

capital

position,

does

not

have

the

intent

to

sell

these securities; and it is more

likely than not that

the Company will not have

to sell the security before

recovery

of

its

cost

basis.

In

addition,

all

securities

currently

in

an

unrealized

loss

position

are

current

with

respect

to

principal and interest payments.

The tables

below display

the aggregate

fair value

and gross

unrealized

depreciation

of fixed

maturity securities

available for

sale, by security

type and contractual

maturity,

in each case

subdivided according

to length

of time

that

individual

securities

had

been

in

a

continuous

unrealized

loss

position

for

the

periods

indicated.

The

amounts

presented

in

the

tables

below

include

$

million

of

fair

value

and

$(

0.4

)

million

of

gross

unrealized

depreciation

as

of

December

31,

2021

related

to

fixed

maturity

securities

available

for

sale

for

which

the

Company has recorded an allowance

for credit losses.

Duration of Unrealized Loss at December

31, 2021 By Security Type

Less than 12 months

Greater than 12 months

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

(Dollars in millions)

Fair Value

Depreciation

Fair Value

Depreciation

Fair Value

Depreciation

Fixed maturity securities - available for

sale

U.S. Treasury securities and

obligations of

U.S. government agencies and corporations

$

$

(6)

$

$

(4)

$

$

(10)

Obligations of U.S. states and

political subdivisions

(1)

-

(1)

Corporate securities

2,133

(38)

(24)

2,605

(63)

Asset-backed securities

1,954

(11)

(1)

1,996

(12)

Mortgage-backed securities

Commercial

(3)

(3)

(6)

Agency residential

1,101

(12)

(7)

1,381

(19)

Non-agency residential

-

-

-

-

Foreign government securities

(10)

(18)

(28)

Foreign corporate securities

1,735

(46)

(18)

1,945

(65)

Total fixed

maturity securities

$

8,094

$

(128)

$

1,241

$

(75)

$

9,335

$

(203)

(Some amounts may not reconcile due to rounding.)

Duration of Unrealized Loss at December

31, 2021 By Maturity

Less than 12 months

Greater than 12 months

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

(Dollars in millions)

Fair Value

Depreciation

Fair Value

Depreciation

Fair Value

Depreciation

Fixed maturity securities - available for

sale

Due in one year or less

$

$

(2)

$

$

(12)

$

$

(14)

Due in one year through five years

2,165

(35)

(29)

2,612

(64)

Due in five years through ten years

1,728

(47)

(22)

1,972

(69)

Due after ten years

(16)

(3)

(19)

Asset-backed securities

1,954

(11)

(1)

1,996

(12)

Mortgage-backed securities

1,325

(15)

(10)

1,646

(25)

Total fixed

maturity securities

$

8,094

$

(128)

$

1,241

$

(75)

$

9,335

$

(203)

(Some amounts may not reconcile due to rounding.)

The

aggregate

fair

value

and

gross

unrealized

losses

related

to

investments

in

an

unrealized

loss

position

at

December 31,

2021

were

$

9.3

billion

and

$

million,

respectively.

The

fair

value

of

securities

for

the

single

issuer

(the

United

States

government)

whose

securities

comprised

the

largest

unrealized

loss

position

at

December

31,

2021,

did

not

exceed

2.7

%

of

the

overall

fair

value

of

the

Company’s

fixed

maturity

securities

available for sale.

The fair value of the securities

for the issuer with the second

largest unrealized

loss comprised

less

than

0.5

%

of

the

Company’s

fixed

maturity

securities

available

for

sale.

In

addition,

as

indicated

on

the

above

table,

there

was

no

significant

concentration

of

unrealized

losses

in

any

one

market

sector.

The

$

million of unrealized

losses related

to fixed

maturity securities

available for

sale that

have been

in an unrealized

loss

position

for

less

than

one

year

were

generally

comprised

of

domestic

and

foreign

corporate

securities,

agency

residential

mortgage-backed

securities,

asset-backed

securities

and

foreign

government

securities.

Of

these unrealized

losses, $

million were related

to securities that

were rated

investment

grade by at

least one

nationally

recognized

rating

agency.

The

$

million

of

unrealized

losses

related

to

fixed

maturity

securities

available for

sale in an

unrealized loss

position for more

than one year

related primarily

to domestic and

foreign

corporate securities,

foreign government

securities and agency

residential mortgage-backed

securities.

Of these

unrealized

losses,

$

million

were

related

to

securities

that

were

rated

investment

grade

by

at

least

one

nationally recognized

rating agency.

In all instances,

there were

no projected

cash flow shortfalls

to recover

the

full book value

of the investments

and the related

interest obligations.

The mortgage-backed

securities still have

excess credit coverage

and are current on interest

and principal payments.

The components of net investment

income are presented in the table

below for the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions)

2022

2021

2022

2021

Fixed maturities

$

$

$

$

Equity securities

Short-term investments and cash

-

Other invested assets:

Limited partnerships

(42)

Other

Gross investment income before adjustments

Funds held interest income (expense)

-

Future policy benefit reserve income (expense)

-

-

-

(1)

Gross investment income

1,004

Investment expenses

(15)

(16)

(45)

(44)

Net investment income

$

$

$

$

(Some amounts may not reconcile due to rounding.)

The

Company

records

results

from

limited

partnership

investments

on

the

equity

method

of

accounting

with

changes

in

value

reported

through

net

investment

income.

The

net

investment

income

from

limited

partnerships is dependent

upon the Company’s

share of the net asset

values of interests

underlying each limited

partnership.

Due

to

the

timing

of

receiving

financial

information

from

these

partnerships,

the

results

are

generally

reported

on

a

one

month

or

quarter

lag.

If

the

Company

determines

there

has

been

a

significant

decline in value

of a limited

partnership during

this lag period,

a loss will

be recorded

in the period

in which the

Company identifies the decline.

The Company had

contractual commitments

to invest

up to an additional

$

2.5

billion in limited partnerships

and

private

placement

loan

securities

at

September

30,

These

commitments

will

be

funded

when

called

in

accordance

with

the

partnership

and

loan

agreements,

which

have

investment

periods

that

expire,

unless

extended, through

2026

.

The Company

participates in

a private

placement liquidity

sweep facility

(“the facility”).

The primary purpose

of

the

facility

is

to

enhance

the

Company’s

return

on

its

short-term

investments

and

cash

positions.

The

facility

invests

in

high

quality,

short-duration

securities

and

permits

daily

liquidity.

The

Company

consolidates

its

participation in

the facility.

As of

September 30,

2022, the

fair value

of investments

in the

facility consolidated

within the Company’s balance sheets

was $

million.

Variable Interest

Entities

The

Company

is

engaged

with

various

special

purpose

entities

and

other

entities

that

are

deemed

to

be

VIEs

primarily

as

an

investor

through

normal

investment

activities

but

also

as

an

investment

manager.

A

VIE

is

an

entity that

either has

investors

that lack

certain essential

characteristics

of a

controlling

financial interest,

such

as simple

majority kick-out

rights, or

lacks sufficient

funds to

finance its

own activities

without financial

support

provided

by

other

entities.

The

Company

performs

ongoing

qualitative

assessments

of

its

VIEs

to

determine

whether the Company has

a controlling financial interest

in the VIE and therefore

is the primary beneficiary.

The

Company

is

deemed to

have

a

controlling

financial

interest

when

it

has

both

the

ability to

direct

the

activities

that most

significantly impact

the economic

performance of

the VIE

and the

obligation to

absorb losses

or right

to

receive

benefits

from

the

VIE

that

could

potentially

be

significant

to

the

VIE.

Based

on

the

Company’s

assessment,

if it

determines

it

is

the

primary

beneficiary,

the

Company

consolidates

the

VIE

in

the

Company’s

Consolidated

Financial

Statements.

As

of

September

30,

2022

and

December 31,

2021,

the

Company

did

no

t

hold any securities for which it is the primary

beneficiary.

The

Company,

through

normal

investment

activities,

makes

passive

investments

in

general

and

limited

partnerships

and other

alternative

investments.

For these

non-consolidated

VIEs, the

Company has

determined

it is not the

primary beneficiary as

it has no ability

to direct activities

that could significantly

affect the economic

performance

of

the

investments.

The

Company’s

maximum

exposure

to

loss

as

of

September

30,

2022

and

December 31, 2021

is limited

to the

total

carrying value

of $

3.1

billion and

$

2.9

billion,

respectively,

which are

included in

general

and limited

partnerships

and other

alternative

investments

in Other

Invested

Assets

in the

Company's

Consolidated

Balance

Sheets.

As

of

September

30,

2022,

the

Company

has

outstanding

commitments

totaling

$

2.2

billion

whereby

the

Company

is

committed

to

fund

these

investments

and

may

be

called

by

the

partnership

during

the

commitment

period

to

fund

the

purchase

of

new

investments

and

partnership

expenses.

These investments

are generally

of a

passive nature

in that

the Company

does not

take

an active role in management.

In

addition,

the

Company

makes

passive

investments

in

structured

securities

issued

by

VIEs

for

which

the

Company

is

not

the

manager.

These

investments

are

included

in

asset-backed

securities,

which

includes

collateralized loan

obligations and are

reported in fixed

maturities, available-for

-sale and fixed maturities

held to

maturity.

The

Company

has

not

provided

financial

or

other

support

with

respect

to

these

investments

other

than its

original investment.

For these

investments,

the Company

determined

it is

not the

primary beneficiary

due

to

the

relative

size

of the

Company’s

investment

in

comparison

to

the principal

amount

of the

structured

securities issued by the

VIEs, the level of

credit subordination

which reduces the Company’s

obligation to absorb

losses

or

right

to

receive

benefits

and

the

Company’s

inability

to

direct

the

activities

that

most

significantly

impact the economic performance

of the VIEs.

The Company’s

maximum exposure

to loss on

these investments

is limited to the amount of the Company’s

investment.

The components of net gains (losses) on investments

are presented in the tables below for

the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions)

2022

2021

2022

2021

Fixed maturity securities:

Allowance for credit losses

$

(5)

$

(7)

$

(18)

$

(30)

Net realized gains (losses) from dispositions

(53)

(66)

Equity securities, fair value:

Net realized gains (losses) from dispositions

-

Gains (losses) from fair value adjustments

(136)

(5)

(462)

Other invested assets

Short-term investments gain (loss)

-

-

Total net gains (losses) on investments

$

(129)

$

(4)

$

(519)

$

(Some amounts may not reconcile due to rounding.)

Roll Forward of Allowance for Credit Losses – Fixed maturities

Three Months Ended September 30, 2022

Nine Months Ended September 30, 2022

Foreign

Foreign

Corporate

Asset-Backed

Corporate

Corporate

Asset-Backed

Corporate

Securities

Securities

Securities

Total

Securities

Securities

Securities

Total

(Dollars in millions)

Beginning Balance

$

(26)

$

-

$

(17)

$

(43)

$

(19)

$

(8)

$

(3)

$

(30)

Credit losses on securities where credit

losses were not previously recorded

(2)

(6)

(1)

(9)

(9)

(6)

(17)

(32)

Increases in allowance on previously

impaired securities

(3)

-

-

(3)

(4)

-

(1)

(4)

Decreases in allowance on previously

impaired securities

-

-

-

-

-

-

-

-

Reduction in allowance due to disposals

-

-

Balance as of September 30, 2022

$

(31)

$

(6)

$

(10)

$

(47)

$

(31)

$

(6)

$

(10)

$

(47)

(Some amounts may not reconcile due to rounding.)

Roll Forward of Allowance for Credit Losses – Fixed maturities

Three Months Ended September 30, 2021

Nine Months Ended September 30, 2021

Foreign

Foreign

Corporate

Asset-Backed

Corporate

Corporate

Asset-Backed

Corporate

Securities

Securities

Securities

Total

Securities

Securities

Securities

Total

(Dollars in millions)

Beginning Balance

$

(18)

$

(5)

$

(1)

$

(25)

$

(1)

$

-

$

(1)

$

(2)

Credit losses on securities where credit

losses were not previously recorded

(5)

-

-

(5)

(21)

(5)

(1)

(27)

Increases in allowance on previously

impaired securities

-

(3)

-

(3)

(2)

(3)

-

(5)

Decreases in allowance on previously

impaired securities

-

-

-

-

-

-

-

-

Reduction in allowance due to disposals

-

-

-

-

Balance as of September 30, 2021

$

(23)

(8)

$

(1)

$

(32)

$

(23)

$

(8)

$

(1)

$

(32)

(Some amounts may not reconcile due to rounding.)

The proceeds

and split

between gross

gains and

losses from

dispositions of

fixed maturity

and equity

securities,

are presented in the table below

for the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions)

2022

2021

2022

2021

Proceeds from sales of fixed maturity securities

$

$

$

1,177

$

Gross gains from dispositions

Gross losses from dispositions

(58)

(11)

(98)

(26)

Proceeds from sales of equity securities

$

$

$

1,030

$

Gross gains from dispositions

Gross losses from dispositions

(3)

(3)

(53)

(11)

RESERVE FOR LOSSES, LAE AND FUTURE

POLICY BENEFIT RESERVE

Activity in the reserve for losses and LAE is summarized

for the periods indicated:

Nine Months Ended

September 30,

(Dollars in millions)

2022

2021

Gross reserves beginning of period

$

19,009

$

16,322

Less reinsurance recoverables on unpaid losses

(1,946)

(1,844)

Net reserves beginning of period

17,063

14,478

Incurred related to:

Current year

6,291

5,578

Prior years

(2)

(6)

Total incurred losses and LAE

6,289

5,572

Paid related to:

Current year

1,794

1,376

Prior years

1,841

1,803

Total paid losses and LAE

3,635

3,179

Foreign exchange/translation adjustment

(605)

(41)

Net reserves end of period

19,112

16,831

Plus reinsurance recoverables on unpaid losses

2,110

2,033

Gross reserves end of period

$

21,222

$

18,864

(Some amounts may not reconcile due

to rounding.)

Current

year

incurred

losses

were

$

6.3

billion

and $

5.6

billion

for

the nine

months

ended September

30,

2022

and

2021,

respectively.

Gross

and

net

reserves

increased

for

the

nine

months

ended

September

30,

2022,

reflecting an

increase in

underlying exposure

due to

earned premium

growth, year

over year,

the impact of

$

million of

incurred losses

related to

the Ukraine/Russia

war and

an increase

of $

million in

2022 current

year

catastrophe losses

compared to 2021.

The war in

the Ukraine

is ongoing

and an evolving

event. Economic

and legal

sanctions have

been levied against

Russia,

specific

named

individuals

and

entities

connected

to

the

Russian

government,

as

well

as

businesses

located

in

the

Russian

Federation

and/or

owned

by

Russian

nationals

by

numerous

countries,

including

the

United States.

The significant

political and

economic uncertainty

surrounding

the war

and associated

sanctions

have

impacted

economic and

investment

markets

both within

Russia and

around

the world.

The Company

has

recorded

$

million

of

incurred

underwriting

losses

related

to

the

Ukraine/Russia

war

for

the

nine

months

ended September 30, 2022.

FAIR VALUE

GAAP guidance

regarding

fair

value

measurements

addresses

how

companies

should

measure

fair

value

when

they are

required to

use fair

value measures

for recognition

or disclosure

purposes under

GAAP and

provides

a

common

definition

of fair

value

to

be used

throughout

GAAP.

It

defines

fair

value

as

the

price that

would

be

received

to

sell an

asset

or paid

to

transfer

a liability

in an

orderly

fashion

between market

participants

at the

measurement

date.

In

addition,

it

establishes

a

three-level

valuation

hierarchy

for

the

disclosure

of fair

value

measurements.

The valuation

hierarchy

is based

on the

transparency

of inputs

to

the valuation

of an

asset or

liability.

The level in the

hierarchy within

which a given fair

value measurement

falls is determined

based on the

lowest

level

input

that

is

significant

to

the

measurement,

with

Level

being

the

highest

priority

and

Level

being the lowest priority.

The levels in the hierarchy

are defined as follows:

Level 1:

Inputs

to

the valuation

methodology

are

observable

inputs that

reflect unadjusted

quoted

prices for

identical assets or liabilities in an active market;

Level 2:

Inputs

to

the

valuation

methodology

include

quoted

prices

for

similar

assets

and

liabilities

in

active

markets,

and

inputs

that

are

observable

for

the

asset

or

liability,

either

directly

or

indirectly,

for

substantially the full term of the financial instrument;

Level 3:

Inputs to the valuation methodology are

unobservable and significant to the fair

value measurement.

The

Company’s

fixed

maturity

and

equity

securities

are

primarily

managed

by

third

party

investment

asset

managers.

The

investment

asset

managers

managing

publicly

traded

securities

obtain

prices

from

nationally

recognized

pricing

services.

These

services

seek

to

utilize

market

data

and

observations

in

their

evaluation

process.

They use pricing

applications that

vary by asset

class and incorporate

available market

information and

when fixed

maturity securities

do not trade

on a daily

basis the services

will apply available

information through

processes

such

as

benchmark

curves,

benchmarking

of

like

securities,

sector

groupings

and

matrix

pricing.

In

addition,

they

use

model

processes,

such

as

the

Option

Adjusted

Spread

model

to

develop

prepayment

and

interest rate scenarios

for securities that have

prepayment features.

The investment

asset managers

do not

make any

changes to

prices received

from either

the pricing

services or

the

investment

brokers.

In

addition,

the

investment

asset

managers

have

procedures

in

place

to

review

the

reasonableness

of

the

prices

from

the

service

providers

and

may

request

verification

of

the

prices.

The

Company

also

continually

performs

quantitative

and

qualitative

analysis

of prices,

including

but

not

limited

to

initial

and

ongoing

review

of

pricing

methodologies,

review

of

prices

obtained

from

pricing

services

and

third

party

investment

asset

managers,

review

of

pricing

statistics

and

trends,

and

comparison

of

prices

for

certain

securities

with

a

secondary

price

source

for

reasonableness.

No

material

variances

were

noted

during

these

price validation

procedures.

In limited

situations,

where financial

markets

are inactive

or illiquid,

the Company

may use

its own

assumptions

about future

cash flows

and risk-adjusted

discount

rates

to determine

fair value.

At September

30, 2022, $

1.6

billion of fixed

maturities were

fair valued

using unobservable inputs.

The majority

of

these

fixed

maturities

were

valued

by

investment

managers’

valuation

committees

and

many

of

these

fair

values were

substantiated

by valuations

from independent

third parties.

The Company

has procedures

in place

to

evaluate

these

independent

third

party

valuations.

At

December

31,

2021,

$

2.1

billion

of

fixed

maturities

were fair valued using unobservable

inputs.

The

Company

internally

manages

a

public

equity

portfolio

which

had

a

fair

value

at

September

30,

2022

and

December 31, 2021 of $

1.2

billion and $

1.3

billion, respectively.

During the fourth quarter of 2021,

the Company

began

to

internally

manage

a

portfolio

of

collateralized

loan

obligations

included

in

asset-backed

securities,

available for sale,

which had a fair value

of $

2.4

billion and $

2.0

billion at September

30, 2022 and December

31,

2021,

respectively.

All

prices

for

these

securities

were

obtained

from

publicly

published

sources

or

nationally

recognized pricing vendors.

Equity

securities

denominated

in

U.S.

currency

with

quoted

prices

in

active

markets

for

identical

assets

are

categorized

as

Level

since

the

quoted

prices

are

directly

observable.

Equity

securities

traded

on

foreign

exchanges are

categorized as

Level 2 due

to the added input

of a foreign

exchange conversion

rate to determine

fair value.

The Company uses foreign currency exchange

rates published by nationally

recognized sources.

Fixed maturity

securities listed in

the tables have

been categorized

as Level 2, since

a particular security may

not

have

traded

but

the

pricing

services

are

able

to

use

valuation

models

with

observable

market

inputs

such

as

interest rate yield

curves and prices for similar fixed

maturity securities in terms of issuer,

maturity and seniority.

For

foreign

government

securities

and

foreign

corporate

securities,

the

fair

values

provided

by

the

third

party

pricing services

in local

currencies, and

where applicable,

are converted

to U.S.

dollars using

currency exchange

rates from nationally recognized

sources.

In

addition

to

the

valuations

from

investment

managers,

some

of

the

fixed

maturities

with

fair

values

categorized

as

Level

3 result

when

prices

are

not

available

from

the

nationally

recognized

pricing

services

and

are

derived

using

unobservable

inputs.

The

Company

will

value

the

securities

with

unobservable

inputs

using

comparable

market

information

or

receive

fair

values

from

investment

managers.

The

investment

managers

may obtain

non-binding price

quotes for

the securities

from brokers.

The single

broker

quotes are

provided by

market

makers

or

broker-dealers

who

are

recognized

as

market

participants

in

the

markets

in

which

they

are

providing the quotes.

The prices received from

brokers are

reviewed for

reasonableness by the

third party asset

managers

and

the

Company.

If

the

broker

quotes

are

for

foreign

denominated

securities,

the

quotes

are

converted to U.S. dollars

using currency exchange rates

from nationally recognized

sources.

The composition

and

valuation

inputs

for

the

presented

fixed

maturities

categories

Level

1 and

Level

are

as

follows:

U.S.

Treasury

securities

and

obligations

of

U.S.

government

agencies

and

corporations

are

primarily

comprised

of U.S.

Treasury

bonds

and the

fair

value

is based

on observable

market

inputs

such as

quoted

prices, reported trades, quoted

prices for similar issuances or benchmark yields;

Obligations of U.S.

states and political

subdivisions are comprised

of state and municipal

bond issuances and

the

fair

values

are

based

on

observable

market

inputs

such

as

quoted

market

prices,

quoted

prices

for

similar securities, benchmark yields and credit spreads;

Corporate securities

are primarily

comprised of U.S.

corporate

and public

utility bond issuances

and the fair

values

are

based

on

observable

market

inputs

such

as

quoted

market

prices,

quoted

prices

for

similar

securities, benchmark yields and credit spreads;

Asset-backed

and

mortgage-backed

securities

fair

values

are

based

on

observable

inputs

such

as

quoted

prices, reported

trades, quoted

prices for

similar issuances

or benchmark yields

and cash flow

models using

observable inputs such as prepayment speeds,

collateral performance and default

spreads;

Foreign

government

securities

are

comprised

of

global

non-U.S.

sovereign

bond

issuances

and

the

fair

values

are

based

on

observable

market

inputs

such

as

quoted

market

prices,

quoted

prices

for

similar

securities and

models with observable

inputs such

as benchmark

yields and

credit spreads

and then,

where

applicable, converted to U.S.

dollars using an exchange rate

from a nationally recognized

source;

Foreign corporate

securities are

comprised of

global non-U.S.

corporate

bond issuances

and the

fair values

are

based

on

observable

market

inputs

such

as

quoted

market

prices,

quoted

prices

for

similar

securities

and models with observable inputs

such as benchmark yields and credit

spreads and then, where applicable,

converted to U.S. dollars

using an exchange rate

from a nationally recognized

source.

The following

tables present

the fair

value measurement

levels for

all assets

and liabilities,

which the

Company

has recorded at fair value

as of the periods indicated:

Fair Value Measurement Using:

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs

(Dollars in millions)

September 30, 2022

(Level 1)

(Level 2)

(Level 3)

Assets:

Fixed maturities, available for sale

U.S. Treasury securities and obligations of

U.S. government agencies and corporations

$

1,308

$

-

$

1,308

$

-

Obligations of U.S. States and political subdivisions

-

-

Corporate securities

6,397

-

5,678

Asset-backed securities

3,772

-

2,880

Mortgage-backed securities

Commercial

-

-

Agency residential

2,723

-

2,723

-

Non-agency residential

-

-

Foreign government securities

1,335

-

1,335

-

Foreign corporate securities

4,080

-

4,064

Total fixed maturities, available for sale

21,009

-

19,381

1,628

Equity securities, fair value

1,301

1,212

-

(Some amounts may not reconcile due to rounding.)

Fair Value Measurement Using:

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs

(Dollars in millions)

December 31, 2021

(Level 1)

(Level 2)

(Level 3)

Assets:

Fixed maturities, available for sale

U.S. Treasury securities and obligations of

U.S. government agencies and corporations

$

1,421

$

-

$

1,421

$

-

Obligations of U.S. States and political subdivisions

-

-

Corporate securities

7,557

-

6,756

Asset-backed securities

3,582

-

2,330

1,251

Mortgage-backed securities

Commercial

1,064

-

1,064

-

Agency residential

2,375

-

2,375

-

Non-agency residential

-

-

Foreign government securities

1,438

-

1,438

-

Foreign corporate securities

4,279

-

4,262

Total fixed maturities, available for sale

22,308

-

20,240

2,068

Equity securities, fair value

1,826

1,742

-

(Some amounts may not reconcile due to rounding.)

In

addition,

$

million

and

$

million

of

investments

within

other

invested

assets

on

the

consolidated

balance sheets

as of

September 30,

2022 and

December 31,

2021, respectively,

are not

included within

the fair

value hierarchy tables

as the assets are measured at NAV

as a practical expedient to determine fair

value.

The following

table presents

the activity

under Level

3, fair

value measurements

using significant

unobservable

inputs for fixed maturities available

for sale, for the periods indicated:

Total Fixed Maturities,

Available for Sale

Three Months Ended September 30, 2022

Nine Months Ended September 30, 2022

Corporate

Asset-Backed

Foreign

Corporate

Asset-Backed

Foreign

(Dollars in millions)

Securities

Securities

CMBS

Corporate

Total

Securities

Securities

CMBS

Corporate

Total

Beginning balance fixed maturities

$

$

1,255

$

$

$

2,164

$

$

1,251

$

-

$

$

2,068

Total gains or (losses) (realized/unrealized)

Included in earnings

(2)

-

-

-

(2)

-

-

-

Included in other comprehensive income (loss)

(6)

-

-

(13)

(11)

-

(4)

(28)

Purchases, issuances and settlements

-

-

(43)

Transfers in/(out) of Level

3 and reclassification of

securities in/(out) of investment categories

(163)

(587)

(6)

(24)

(779)

(35)

(735)

(6)

(4)

(779)

Ending balance

$

$

$

-

$

$

1628

$

$

$

-

$

$

1628

The amount of total gains or losses for the period

included in earnings (or changes in net assets)

attributable to the change in unrealized gains

or losses relating to assets still held

at the reporting date

$

(3)

$

-

$

-

$

-

$

(3)

$

(8)

$

$

-

$

-

$

-

(Some amounts may not reconcile due to rounding.)

Total Fixed Maturities,

Available for Sale

Three Months Ended September 30, 2021

Nine Months Ended September 30, 2021

Corporate

Asset-Backed

Foreign

Corporate

Asset-Backed

Foreign

(Dollars in millions)

Securities

Securities

Corporate

Total

Securities

Securities

Corporate

Total

Beginning balance fixed maturities

$

$

$

$

1,526

$

$

$

$

1,330

Total gains or (losses) (realized/unrealized)

Included in earnings

(3)

-

-

(12)

(7)

-

(19)

Included in other comprehensive income (loss)

(1)

-

-

(2)

-

Purchases, issuances and settlements

-

(1)

Transfers in/(out) of Level

3 and reclassification of

securities in/(out) of investment categories

-

-

-

-

-

-

-

-

Ending balance

$

$

1,004

$

$

1,803

$

$

1,004

$

$

1,803

The amount of total gains or losses for the period

included in earnings (or changes in net assets)

attributable to the change in unrealized gains

or losses relating to assets still held

at the reporting date

$

$

(3)

$

-

$

(2)

$

(16)

$

(8)

$

-

$

(24)

(Some amounts may not reconcile due to rounding.)

The $

million

shown

as transfers

in/(out)

of Level

3 and

reclassification

of securities

in/(out)

of investment

categories

for

the

three

and

nine

months

ended

September

30,

2022

relate

mainly

to

previously

designated

Level

securities

that

the

Company

has

reclassified

from

“fixed

maturities

–

available

for

sale”

to

“fixed

maturities

–

held

to

maturity”

during

the

third

quarter

of

As

“fixed

maturities

–

held

to

maturity"

are

carried at

amortized

cost,

net

of credit

allowances

rather

than

at

fair

value

as “fixed

maturities

– available

for

sale”,

these securities are

no longer included

within the fair

value hierarchy

table or in

the rollforward

of Level 3

securities.

The

fair

values

of

these

securities

are

determined

in

a

similar

manner

as

the

Company’s

fixed

maturity securities available for

sale as described above. The fair values of these

securities incorporate the use of

significant

unobservable

inputs

and

therefore

are

classified

as

Level

within

the

fair

value

hierarchy

as

of

September 30, 2022.

EARNINGS PER COMMON SHARE

Basic

earnings

per

share

are

calculated

by

dividing

net

income

by

the

weighted

average

number

of

common

shares outstanding.

Diluted earnings per

share reflect

the potential

dilution that

would occur if

options granted

under various

share-based compensation

plans were

exercised

resulting in

the issuance

of common

shares that

would participate in the earnings of the entity.

Net income

(loss) per

common share

has been

computed as

per below,

based upon

weighted average

common

basic and dilutive shares outstanding.

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions, except per share amounts)

2022

2021

2022

2021

Net income (loss) per share:

Numerator

Net income (loss)

$

(319)

$

(73)

$

$

Less:

dividends declared-common shares and unvested common shares

(65)

(61)

(191)

(186)

Undistributed earnings

(384)

(135)

(90)

Percentage allocated to common shareholders

(1)

100.0

%

100.0

%

98.7

%

98.7

%

(384)

(135)

(88)

Add:

dividends declared-common shareholders

Numerator for basic and diluted earnings per common share

$

(319)

$

(73)

$

$

Denominator

Denominator for basic earnings per weighted-average common shares

38.8

39.2

38.8

39.4

Effect of dilutive securities:

Options

-

-

-

-

Denominator for diluted earnings per adjusted weighted-average common shares

38.8

39.2

38.8

39.5

Per common share net income (loss)

Basic

$

(8.22)

$

(1.88)

$

2.57

$

23.74

Diluted

$

(8.22)

$

(1.88)

$

2.57

$

23.72

(1)

Basic weighted-average common shares outstanding

38.8

39.2

38.8

39.4

Basic weighted-average common shares outstanding and unvested common shares

expected to vest

38.8

39.2

39.4

39.9

Percentage allocated to common shareholders

100.0

%

100.0

%

98.7

%

98.7

%

(Some amounts may not reconcile due to rounding.)

There

were

no

material

anti-diluted

options

outstanding

for

the

three

and

nine

months

ended

September

30,

2022 and

During the

three

months

ended September

30, 2022

and 2021,

the Company

did not

exclude

the

dividends

declared

to

unvested

common

shares

as

doing

so

would

have

an

anti-dilutive

effect

on

the

numerator for basic and diluted

earnings per common share.

Options granted under share-based

compensation plans have all expired

as of

September 19, 2022

.

COMMITMENTS AND CONTINGENCIES

In

the

ordinary

course

of

business,

the

Company

is

involved

in

lawsuits,

arbitrations

and

other

formal

and

informal

dispute

resolution

procedures,

the

outcomes

of

which

will

determine

the

Company’s

rights

and

obligations

under insurance

and reinsurance

agreements.

In some

disputes,

the Company

seeks

to

enforce

its

rights under an agreement or to

collect funds owing to it.

In other matters, the Company

is resisting attempts by

others

to

collect

funds

or

enforce

alleged

rights.

These

disputes

arise

from

time

to

time

and

are

ultimately

resolved through

both informal

and formal

means, including

negotiated resolution,

arbitration and

litigation.

In

all such matters,

the Company believes

that its positions

are legally and

commercially reasonable.

The Company

considers

the statuses

of these

proceedings

when determining

its reserves

for unpaid

loss and

loss adjustment

expenses (“LAE”).

Aside

from

litigation

and

arbitrations

related

to

these

insurance

and

reinsurance

agreements,

the

Company

is

not a party to any other material litigation

or arbitration.

OTHER COMPREHENSIVE INCOME (LOSS)

The following

table presents

the components

of comprehensive

income (loss) in

the consolidated

statements

of

operations for the periods indicated:

Three Months Ended September 30, 2022

Nine Months Ended September 30, 2022

(Dollars in millions)

Before Tax

Tax Effect

Net of Tax

Before Tax

Tax Effect

Net of Tax

Unrealized appreciation (depreciation)

("URA(D)") on securities - non-

credit related

$

(776)

$

$

(712)

$

(2,557)

$

$

(2,260)

Reclassification of net realized

losses (gains) included in net income

(loss)

(10)

(12)

Foreign currency translation adjustments

(109)

(101)

(174)

(163)

Reclassification of benefit plan liability amortization

included in net

income (loss)

(1)

(1)

Total other comprehensive

income (loss)

$

(832)

$

$

(771)

$

(2,655)

$

$

(2,360)

Three Months Ended September 30, 2021

Nine Months Ended September 30, 2021

(Dollars in millions)

Before Tax

Tax Effect

Net of Tax

Before Tax

Tax Effect

Net of Tax

Unrealized appreciation (depreciation)

("URA(D)") on securities - non-

credit related

$

(108)

$

$

(100)

$

(343)

$

$

(304)

Reclassification of net realized

losses (gains) included in net income

(loss)

(1)

(1)

(1)

(1)

(2)

(3)

Foreign currency translation adjustments

(59)

(54)

(30)

(29)

Reclassification of benefit plan liability amortization

included in net

income (loss)

-

(2)

Total other comprehensive

income (loss)

$

(166)

$

$

(153)

$

(367)

$

$

(331)

The following table presents details

of the amounts reclassified from AOCI for

the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

Affected line item within the statements of

AOCI component

2022

2021

2022

2021

operations and comprehensive income (loss)

(Dollars in millions)

URA(D) on securities

$

$

(1)

$

$

(1)

Other net realized capital gains (losses)

(10)

(1)

(12)

(2)

Income tax expense (benefit)

$

$

(1)

$

$

(3)

Net income (loss)

Benefit plan net gain (loss)

$

$

$

$

Other underwriting expenses

(1)

-

(1)

(2)

Income tax expense (benefit)

$

$

$

$

Net income (loss)

The following

table presents

the components

of accumulated

other comprehensive

income (loss),

net of

tax, in

the consolidated balance sheets for the periods

indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions)

2022

2021

2022

2021

Beginning balance of URA (D) on securities

$

(1,288)

$

$

$

Current period change in URA (D) of investments - non-credit related

(671)

(101)

(2,199)

(308)

Ending balance of URA (D) on securities

(1,959)

(1,959)

Beginning balance of foreign currency translation adjustments

(240)

(91)

(177)

(115)

Current period change in foreign currency translation adjustments

(101)

(54)

(163)

(29)

Ending balance of foreign currency translation adjustments

(341)

(144)

(341)

(144)

Beginning balance of benefit plan net gain (loss)

(49)

(70)

(50)

(74)

Current period change in benefit plan net gain (loss)

Ending balance of benefit plan net gain (loss)

(48)

(68)

(48)

(68)

Ending balance of accumulated other comprehensive income (loss)

$

(2,348)

$

$

(2,348)

$

(Some amounts may not reconcile due to rounding.)

CREDIT FACILITIES

The

Company

has

multiple

active

letter

of

credit

facilities

for

a

total

commitment

of

up

to

$

1.2

billion

as

of

September

30,

The

Company

also

has

additional

uncommitted

letter

of

credit

facilities

of

up

to

$

million which may

be accessible via written

request and corresponding

authorization from

the applicable lender.

There is no guarantee the uncommitted

capacity will be available to us on a

future date.

The terms and outstanding amounts for

each facility are discussed below:

Bermuda Re Wells Fargo

Letter of Credit Facility

Effective February

23, 2021, Bermuda Re entered into

a letter of credit issuance facility

with Wells Fargo

referred

to as

the “2021

Bermuda Re

Wells

Fargo

Letter of

Credit Facility.”

The Bermuda

Re Wells

Fargo

Letter of

Credit

Facility

originally

provided

for

the

issuance

of

up

to

$

million

of

secured

letters

of

credit.

Effective

May

5,

2021, the agreement was amended to provide

for the issuance of up to $

million of secured letters of credit.

The following table summarizes the

outstanding letters of credit

for the periods indicated:

(Dollars in millions)

At September 30, 2022

At December 31, 2021

Bank

Capacity

In Use

Date of Expiry

Capacity

In Use

Date of Expiry

Wells Fargo Bank Bilateral LOC Agreement

$

$

12/30/2022

$

$

12/30/2022

12/29/2023

-

Total Wells Fargo

Bank Bilateral LOC Agreement

$

$

$

$

(Some amounts may not reconcile due to rounding.)

Bermuda Re Citibank Letter of Credit Facility

Effective

August

9,

2021,

Bermuda

Re

entered

into

a

letter

of

credit

issuance

facility

with

Citibank

N.A.

which

superseded

the

previous

letter

of

credit

issuance

facility

with

Citibank

N.A.

that

was

effective

December

31,

Both

of

these

agreements

are

referred

to

as

the

“Bermuda

Re

Citibank

Letter

of

Credit

Facility”.

The

current Bermuda

Re Citibank

Letter of

Credit Facility

provides

for the

committed issuance

of up

to $

million

of

secured

letters

of

credit.

In

addition,

the

facility

provided

for

the

uncommitted

issuance

of

up

the

$

million,

which

may

be

accessible

via

written

request

by

the

Company

and

corresponding

authorization

from

Citibank N.A.

The following table summarizes the

outstanding letters of credit

for the periods indicated:

(Dollars in millions)

At September 30, 2022

At December 31, 2021

Bank

Capacity

In Use

Date of Expiry

Capacity

In Use

Date of Expiry

Bermuda Re Citibank LOC Facility-

Committed

$

$

12/31/2022

$

$

2/28/2022

1/21/2023

3/1/2022

2/28/2023

11/24/2022

3/1/2023

–

12/16/2022

9/23/2023

12/31/2022

–

12/20/2023

8/15/2023

12/31/2023

9/23/2023

Bermuda Re Citibank LOC Facility - Uncommitted

12/31/2022

12/31/2022

9/30/2026

12/30/2025

Total Citibank Bilateral Agreement

$

$

$

$

(Some amounts may not reconcile due to rounding.)

Bermuda Re Bayerische Landesbank

Credit Facility

Effective

August

27,

2021

Bermuda

Re

entered

into

a

letter

of

credit

issuance

facility

with

Bayerische

Landesbank,

an agreement

referred

to as

the “Bermuda

Re Bayerische

Landesbank

Bilateral

LOC

Facility”.

The

Bermuda

Re

Bayerische

Landesbank

Bilateral

LOC

Facility

provides

for

the

committed

issuance

of

up

to

$

million of secured letters of credit.

The following table summarizes the

outstanding letters of credit

for the periods indicated:

(Dollars in millions)

At September 30, 2022

At December 31, 2021

Bank

Capacity

In Use

Date of Expiry

Capacity

In Use

Date of Expiry

Bayerische Landesbank Bilateral LOC Agreement

$

$

12/31/2022

$

$

12/31/2022

Total Bayerische Landesbank Bilateral LOC Agreement

$

$

$

$

Bermuda Re Lloyd’s

Bank Credit Facility.

Effective October

8, 2021 Bermuda Re entered

into a letter of credit

issuance facility with Lloyd’s

Bank Corporate

Markets

PLC,

an

agreement

referred

to

as

the

“Bermuda

Re

Lloyd’s

Bank

Credit

Facility”.

The

Bermuda

Re

Lloyd’s

Bank Credit

Facility provides

for the

committed issuance

of up to

$

million of secured

letters

of credit,

and subject to credit approval a maximum

total facility amount

of $

million.

The following table summarizes the

outstanding letters of credit

for the periods indicated:

(Dollars in millions)

At September 30, 2022

At December 31, 2021

Bank

Capacity

In Use

Date of Expiry

Capacity

In Use

Date of Expiry

Bermuda Re Lloyd's Bank Credit Facility-Committed

$

$

12/31/2022

$

$

12/31/2022

Bermuda Re Lloyd's Bank Credit Facility-Uncommitted

12/31/2022

-

-

Total Bermuda Re Lloyd's Bank Credit Facility

$

$

$

$

Bermuda Re Barclays Bank Credit

Facility.

Effective

November 3,

2021 Bermuda

Re entered

into a

letter of

credit issuance

facility with

Barclays

Bank PLC,

an agreement

referred

to as

the “Bermuda

Re Barclays

Credit Facility”.

The Bermuda

Re Barclays

Credit Facility

provides for the committed issuance

of up to $

million of secured letters of credit.

The following table summarizes the

outstanding letters of credit

for the periods indicated:

(Dollars in millions)

At September 30, 2022

At December 31, 2021

Bank

Capacity

In Use

Date of Expiry

Capacity

In Use

Date of Expiry

Bermuda Re Barclays Bilateral Letter of Credit Facility

$

$

12/31/2022

$

$

12/31/2022

Total Bermuda Re Barclays Bilateral

Letter of Credit Facility

$

$

$

$

Federal Home Loan Bank Membership

Everest

Reinsurance

Company

(“Everest

Re”)

is

a

member

of

the

Federal

Home

Loan

Bank

of

New

York

(“FHLBNY”), which allows

Everest

Re to

borrow up

to

% of its

statutory

admitted assets.

As of September

30,

2022, Everest

Re had

admitted assets

of approximately

$

22.0

billion which provides

borrowing capacity

of up to

approximately

$

2.2

billion.

As of

September 30,

2022, Everest

Re has

$

million of

borrowings

outstanding,

with

maturities

in

November

and

December,

2022,

and

interest

payable

at

interest

rates

between

0.53

%

and

0.65

%.

Everest

Re

incurred

interest

expense

of

$

0.8

million

and

$

0.3

million

for

the

three

months

ended

September

30,

2022

and

2021,

respectively.

Everest

Re

incurred

interest

expense

of

$

2.3

million

and

$

0.8

million

for

the

nine

months

ended

September

30,

2022

and

2021,

respectively.

The

FHLBNY

membership

agreement requires that

4.5

% of borrowed funds be used to acquire additional

membership stock.

COLLATERALIZED

REINSURANCE AND TRUST AGREEMENTS

Certain

subsidiaries

of

Group

have

established

trust

agreements,

which

effectively

use

the

Company’s

investments

as collateral,

as security

for assumed

losses payable

to certain

non-affiliated

ceding companies.

At

September 30,

2022, the total

amount on deposit

in trust accounts

was $

2.2

billion, which includes

$

million

of restricted cash.

The Company

reinsures

some of

its catastrophe

exposures

with the

segregated

accounts

of Mt.

Logan

Re.

Mt.

Logan Re is

a Collateralized

insurer registered

in Bermuda and

% of the voting

common shares

are owned by

Group.

Each segregated

account invests

predominantly in

a diversified

set of catastrophe

exposures, diversified

by risk/peril and across different

geographic regions globally.

The

following

table

summarizes

the

premiums

and

losses

that

are

ceded

by

the

Company

to

Mt.

Logan

Re

segregated accounts and

assumed by the Company from Mt. Logan

Re segregated accounts.

Three Months Ended

Nine Months Ended

September 30,

September 30,

Mt. Logan Re Segregated Accounts

2022

2021

2022

2021

(Dollars in millions)

Ceded written premiums

$

$

$

$

Ceded earned premiums

Ceded losses and LAE

Assumed written premiums

Assumed earned premiums

Assumed losses and LAE

-

-

-

-

Effective

April

1,

2018,

the

Company

entered

into

a

retroactive

reinsurance

transaction

with

one

of

the

Mt.

Logan

Re

segregated

accounts

to

retrocede

$

million

of

casualty

reserves

held

by

Bermuda

Re

related

to

accident years

2002

through

2015

.

As consideration

for entering

the agreement,

the Company

transferred

cash

of

$

million

to

the

Mt.

Logan

Re

segregated

account

with

a

maximum

liability

to

be

retroceded

under

the

agreement of

$

million.

The Company

will retain

liability for

any amounts

exceeding

the maximum

liability.

Effective

July 1,

2022, the

Company

has commuted

this reinsurance

agreement

with the

Mt. Logan

segregated

account.

The

Company

entered

into

various

collateralized

reinsurance

agreements

with

Kilimanjaro

Re

Limited

(“Kilimanjaro”),

a

Bermuda

based

special

purpose

reinsurer,

to

provide

the

Company

with

catastrophe

reinsurance

coverage.

These

agreements

are

multi-year

reinsurance

contracts

which

cover

named

storm

and

earthquake events.

The table below summarizes the various

agreements.

(Dollars in millions)

Class

Description

Effective Date

Expiration Date

Limit

Coverage Basis

Series 2018-1 Class A-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/30/2018

5/5/2023

$

Aggregate

Series 2018-1 Class B-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/30/2018

5/5/2023

Aggregate

Series 2019-1 Class A-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

12/12/2019

12/19/2023

Occurrence

Series 2019-1 Class B-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

12/12/2019

12/19/2023

Aggregate

Series 2019-1 Class A-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

12/12/2019

12/19/2024

Occurrence

Series 2019-1 Class B-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

12/12/2019

12/19/2024

Aggregate

Series 2021-1 Class A-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/21/2025

Occurrence

Series 2021-1 Class B-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/21/2025

Aggregate

Series 2021-1 Class C-1

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/21/2025

Aggregate

Series 2021-1 Class A-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/20/2026

Occurrence

Series 2021-1 Class B-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/20/2026

Aggregate

Series 2021-1 Class C-2

US, Canada, Puerto Rico – Named Storm and Earthquake Events

4/8/2021

4/20/2026

Aggregate

Series 2022-1 Class A

US, Canada, Puerto Rico – Named Storm and Earthquake Events

6/22/2022

6/22/2025

Aggregate

Total available limit as of September 30, 2022

$

2,063

Recoveries

under

these

collateralized

reinsurance

agreements

with

Kilimanjaro

are

primarily

dependent

on

estimated

industry

level

insured

losses

from

covered

events,

as

well

as

the

geographic

location

of

the

events.

The

estimated

industry

level

of

insured

losses

is

obtained

from

published

estimates

by

an

independent

recognized

authority

on

insured

property

losses.

Currently,

none

of

the

published

insured

loss

estimates

for

catastrophe

events

during

the applicable

covered

periods

of the

various

agreements

have

exceeded

the

single

event retentions or aggregate

retentions under the terms of the agreements

that would result in a recovery.

Kilimanjaro

has

financed the

various

property

catastrophe

reinsurance

coverages

by

issuing catastrophe

bonds

to

unrelated,

external

investors.

The

proceeds

from

the

issuance

of

the

Notes

listed

below

are

held

in

reinsurance trusts

throughout the

duration of

the applicable reinsurance

agreements and

invested

solely in U.S.

government money market

funds with a rating of at least

“AAAm” by Standard

& Poor’s.

(Dollars in millions)

Note Series

Issue Date

Maturity Date

Amount

Series 2018-1 Class A-2

4/30/2018

5/5/2023

$

Series 2018-1 Class B-2

4/30/2018

5/5/2023

Series 2019-1 Class A-1

12/12/2019

12/19/2023

Series 2019-1 Class B-1

12/12/2019

12/19/2023

Series 2019-1 Class A-2

12/12/2019

12/19/2024

Series 2019-1 Class B-2

12/12/2019

12/19/2024

Series 2021-1 Class A-1

4/8/2021

4/21/2025

Series 2021-1 Class B-1

4/8/2021

4/21/2025

Series 2021-1 Class C-1

4/8/2021

4/21/2025

Series 2021-1 Class A-2

4/8/2021

4/20/2026

Series 2021-1 Class B-2

4/8/2021

4/20/2026

Series 2021-1 Class C-2

4/8/2021

4/20/2026

Series 2022-1 Class A

6/22/2022

6/22/2025

$

2,063

SENIOR NOTES

The

table

below

displays

Everest

Reinsurance

Holdings’

(“Holdings”)

outstanding

senior

notes.

Fair

value

is

based on

quoted market

prices, but

due to

limited trading

activity,

these senior

notes are

considered Level

2 in

the fair value hierarchy.

September 30, 2022

December 31, 2021

Principal

Consolidated Balance

Consolidated Balance

(Dollars in millions)

Date Issued

Date Due

Amounts

Sheet Amount

Fair Value

Sheet Amount

Fair Value

4.868

% Senior notes

6/5/2014

6/1/2044

$

$

$

$

$

3.5

% Senior notes

10/7/2020

10/15/2050

1,000

1,055

3.125

% Senior notes

10/4/2021

10/15/2052

1,000

$

2,400

$

2,347

$

1,635

$

2,346

$

2,542

Interest expense incurred in

connection with these senior notes is as follows

for the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions)

2022

2021

2022

2021

Interest expense incurred

4.868

% Senior notes

$

$

$

$

Interest expense incurred

3.5

% Senior notes

Interest expense incurred

3.125

% Senior notes

-

-

$

$

$

$

LONG TERM SUBORDINATED

NOTES

The table below

displays Holdings’

outstanding fixed

to floating rate

long term subordinated

notes.

Fair value

is

based

on

quoted

market

prices,

but

due

to

limited

trading

activity,

these

subordinated

notes

are

considered

Level 2 in the fair value hierarchy.

Maturity Date

September 30, 2022

December 31, 2021

Original

Consolidated Balance

Fair

Consolidated Balance

Fair

(Dollars in millions)

Date Issued

Principal Amount

Scheduled

Final

Sheet Amount

Value

Sheet Amount

Value

Long term subordinated notes

4/26/2007

$

5/15/2037

5/1/2067

$

$

$

$

During the fixed

rate interest

period from

May 3, 2007

through

May 14, 2017

, interest

was at the

annual rate

of

6.6

%, payable semi-annually in arrears

on November 15 and May 15 of each year,

commencing on

November 15,

2007

.

During the floating rate

interest period from

May 15, 2017 through

maturity,

interest will be based

on the

month

LIBOR

plus

238.5

basis

points,

reset

quarterly,

payable

quarterly

in

arrears

on

February

15,

May

15,

August 15

and November

15 of

each year,

subject to

Holdings’ right

to defer

interest

on

one

or more

occasions

for up

to

ten

consecutive

years.

Deferred

interest

will accumulate

interest

at the

applicable rate

compounded

quarterly for

periods from

and including

May 15,

The reset

quarterly interest

rate for

August 15,

2022 to

November 14, 2022 is

5.29

%.

Holdings may redeem

the long term subordinated

notes on or after

May 15, 2017, in

whole or in part at

% of

the principal amount

plus accrued and unpaid

interest; however,

redemption on or

after the scheduled

maturity

date and

prior to

May 1, 2047

is subject

to a

replacement

capital covenant.

This covenant

is for

the benefit

of

certain

senior

note

holders

and

it

mandates

that

Holdings

receive

proceeds

from

the

sale

of

another

subordinated

debt issue,

of at

least similar

size, before

it may

redeem the

subordinated

notes.

The Company’s

4.868

% senior notes,

due on

June 1, 2044

,

3.5

% senior noted

due on

October 15, 2050

and

3.125

% senior notes

due

on

October 15, 2052

are

the

Company’s

long

term

indebtedness

that

rank

senior

to

the

long

term

subordinated notes.

In

2009,

the

Company

had

reduced

its

outstanding

amount

of

long

term

subordinated

notes

by

$

million

through the initiation

of a cash tender offer

for any and

all of the long term

subordinated notes.

In addition, the

Company

repurchased

and

retired

$

million

of

the

long

term

subordinated

notes

in

During

the

third

quarter

of

2022,

the

Company

repurchased

and

retired

$

million

of

the

outstanding

long

term

subordinated

notes. The Company realized

a gain of $

million on the transaction.

Interest

expense

incurred

in

connection

with

these

long

term

subordinated

notes

is

as follows

for

the

periods

indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in millions)

2022

2021

2022

2021

Interest expense incurred

$

$

$

$

SEGMENT REPORTING

The Reinsurance

operation

writes worldwide

property

and casualty

reinsurance

and specialty

lines of

business,

on both

a treaty

and facultative

basis,

through

reinsurance

brokers,

as well

as directly

with ceding

companies.

Business is

written in

the U.S.,

Bermuda, and

Ireland offices,

as well as,

through branches

in Canada,

Singapore,

the United

Kingdom

and Switzerland.

The Insurance

operation

writes property

and casualty

insurance

directly

and

through

brokers,

surplus

lines

brokers

and

general

agents

within

the

U.S.,

Bermuda,

Canada,

Europe,

Singapore

and South

America through

its offices

in the

U.S.,

Canada, Chile,

Singapore,

United Kingdom,

Ireland

and a branch in the Netherlands.

These segments are

managed independently,

but conform

with corporate

guidelines with respect

to pricing, risk

management,

control

of

aggregate

catastrophe

exposures,

capital,

investments

and

support

operations.

Management

generally

monitors

and

evaluates

the

financial

performance

of

these

operating

segments

based

upon their underwriting results.

Underwriting

results

include

earned

premium

less

losses

and

loss

adjustment

expenses

(“LAE”)

incurred,

commission and brokerage

expenses and other

underwriting expenses.

The Company measures

its underwriting

results using

ratios, in

particular loss,

commission and

brokerage

and other

underwriting expense

ratios, which,

respectively,

divide incurred

losses, commissions

and brokerage

and other

underwriting expenses

by premiums

earned.

The

Company

does

not

maintain

separate

balance

sheet

data

for

its

operating

segments.

Accordingly,

the

Company does not

review and evaluate

the financial results

of its operating

segments based upon

balance sheet

data.

The following tables present the underwriting

results for the operating segments

for the periods indicated:

Three Months Ended September 30, 2022

Nine Months Ended September 30, 2022

(Dollars in millions)

Reinsurance

Insurance

Total

Reinsurance

Insurance

Total

Gross written premiums

$

2,551

$

1,129

$

3,680

$

6,938

$

3,376

$

10,313

Net written premiums

2,460

3,323

6,664

2,492

9,156

Premiums earned

$

2,245

$

$

3,067

$

6,451

$

2,324

$

8,775

Incurred losses and LAE

1,992

2,623

4,699

1,591

6,289

Commission and brokerage

1,582

1,877

Other underwriting expenses

Underwriting gain (loss)

$

(338)

$

(29)

$

(367)

$

$

$

Net investment income

Net gains (losses) on investments

(129)

(519)

Corporate expenses

(16)

(45)

Interest, fee and bond issue cost amortization expense

(25)

(74)

Other income (expense)

(16)

(71)

Income (loss) before taxes

$

(401)

$

(Some amounts may not reconcile due to rounding.)

Three Months Ended September 30, 2021

Nine Months Ended September 30, 2021

(Dollars in millions)

Reinsurance

Insurance

Total

Reinsurance

Insurance

Total

Gross written premiums

$

2,488

$

1,009

$

3,498

$

6,696

$

2,924

$

9,619

Net written premiums

2,293

3,026

6,266

2,123

8,389

Premiums earned

$

1,976

$

$

2,656

$

5,675

$

1,928

$

7,603

Incurred losses and LAE

1,766

2,274

4,206

1,366

5,572

Commission and brokerage

1,353

1,611

Other underwriting expenses

Underwriting gain (loss)

$

(306)

$

(17)

$

(323)

$

(29)

$

$

(5)

Net investment income

Net gains (losses) on investments

(4)

Corporate expenses

(18)

(46)

Interest, fee and bond issue cost amortization expense

(16)

(47)

Other income (expense)

(20)

Income (loss) before taxes

$

(88)

$

1,046

(Some amounts may not reconcile due to rounding.)

The

Company

produces

business

in

the

U.S.,

Bermuda

and

internationally.

The

net

income

deriving

from

and

assets

residing

in the

individual

foreign

countries

in which

the Company

writes

business

are

not identifiable

in

the Company’s

financial records.

Based on gross written

premium, the table below

presents the largest

country,

other than the U.S., in which the Company writes business,

for the periods indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in thousands)

2022

2021

2022

2021

United Kingdom gross written premium

$

$

$

$

SHARE-BASED COMPENSATION

PLANS

For

the

three

months

ended

September

30,

2022,

a

total

of

4,070

restricted

stock

awards

were

granted

on

September 8, 2022 with a fair value

of $283.72 per share.

For

the

nine

months

ended

September

30,

2022,

a

total

of

203,208

restricted

stock

awards

were

granted:

187,760

,

9,048

,

2,330

and

4,070

restricted share awards

were granted

on February 23, 2022, February

24, 2022,

May

10,

2022 and

September

8,

2022,

with

a

fair

value

of

$

301.54

per

share,

$

287.94

per

share,

$280.98

per

share and $

283.72

per share, respectively.

Additionally,

18,340

performance share unit

awards were granted

on

February 23, 2022, with a fair value of $

301.54

per unit.

INCOME TAXES

The

Company

is

domiciled

in

Bermuda

and

has

subsidiaries

and/or

branches

in

Canada,

Chile,

Ireland,

the

Netherlands,

Singapore,

Switzerland,

the

United

Kingdom,

and

the

United

States.

The

Company’s

Bermuda

domiciled

subsidiaries

are

exempt

from

income

taxation

under

Bermuda

law

until

The

Company’s

non-

Bermudian

subsidiaries

and

branches

are

subject

to

income

taxation

at

varying

rates

in

their

respective

domiciles.

The Company generally

applies the estimated

Annualized Effective

Tax

Rate (“AETR”)

approach for

calculating its

tax

provision

for

interim

periods

as prescribed

by

ASC 740-270,

Interim

Reporting.

Under

the

AETR approach,

the

estimated

annualized

effective

tax

rate

is

applied

to

the

interim

year-to-date

pre-tax

income/(loss)

to

determine

the

income

tax

expense

or

benefit

for

the

year-to-date

period.

The

tax

expense

or

benefit

for

the

quarter represents

the difference

between the

year-to-date

tax expense

or benefit

for the

current year

-to-date

period less such

amount for

the immediately

preceding year-to-date

period.

Management considers

the impact

of all known events

in its estimation

of the Company’s

annual pre-tax

income/(loss) and annualized

effective tax

rate.

SUBSEQUENT EVENTS

The Company

has evaluated

known recognized

and non-recognized

subsequent events.

The Company

does not

have any subsequent

events to report.

Previous: Item 5. [Other Information](a27015) · Next: Item 2. MANAGEMENT’S