Everest Group 10-Q 2023-09-30

Filed 2023-11-01. 8 sections, 280K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

XQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2023
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 1-15731

EVEREST GROUP, LTD.

(Exact name of registrant as specified in its charter)

Bermuda98-0365432
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Seon Place – 4th Floor 141 Front Street PO Box HM 845 Hamilton BermudaHM 19
(Address of principal executive offices)(Zip Code)

441-295-0006

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

ClassTrading SymbolName of Exchange where Registered
Common Shares, $0.01 par valueEGNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesXNo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YesXNo

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

Large Accelerated FilerXAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

YESNOX

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

ClassNumber of Shares Outstanding At October 25, 2023
Common Shares, $0.01 par value43,390,424

EVEREST GROUP, LTD.

Table of Contents

Form 10-Q

Page
PART I
FINANCIAL INFORMATION
Item 1.Financial Statements
Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 20221
Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2023 and 2022 (unaudited)2
Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2023 and 2022 (unaudited)3
Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)4
Notes to Consolidated Interim Financial Statements (unaudited)5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28
Item 3.Quantitative and Qualitative Disclosures About Market Risk45
Item 4.Controls and Procedures45
PART II
OTHER INFORMATION
Item 1.Legal Proceedings45
Item 1A.Risk Factors45
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds46
Item 3.Defaults Upon Senior Securities46
Item 4.Mine Safety Disclosures46
Item 5.Other Information46
Item 6.Exhibits47

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

EVEREST GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

September 30,December 31,
20232022
(Dollar and share amounts in millions, except par value per share)(unaudited)
ASSETS:
Fixed maturities - available for sale, at fair value$25,159$22,236
(amortized cost: 2023, $27,305; 2022, $24,191, credit allowances: 2023, $(60); 2022, $(54))
Fixed maturities - held to maturity, at amortized cost
(fair value: 2023, $766; 2022, $821, net of credit allowances: 2023, $(8); 2022, $(9))789839
Equity securities, at fair value166281
Other invested assets4,3534,085
Short-term investments2,4031,032
Cash1,7651,398
Total investments and cash34,63529,872
Accrued investment income298217
Premiums receivable (net of credit allowances: 2023, $(36); 2022, $(29))4,4263,619
Reinsurance paid loss recoverables (net of credit allowances: 2023, $(25); 2022, $(23))226136
Reinsurance unpaid loss recoverables2,1962,105
Funds held by reinsureds1,0971,056
Deferred acquisition costs1,156962
Prepaid reinsurance premiums756610
Income tax asset, net500459
Other assets (net of credit allowances: 2023, $(8); 2022, $(5))1,029930
TOTAL ASSETS$46,318$39,966
LIABILITIES:
Reserve for losses and loss adjustment expenses$23,833$22,065
Future policy benefit reserve2729
Unearned premium reserve6,2955,147
Funds held under reinsurance treaties2813
Amounts due to reinsurers795567
Losses in course of payment33074
Senior notes2,3482,347
Long-term notes218218
Borrowings from FHLB519519
Accrued interest on debt and borrowings4119
Unsettled securities payable2001
Other liabilities459526
Total liabilities35,09231,526
Commitments and contingencies (Note 11)
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; (2023) 74.2 and (2022) 69.9
outstanding before treasury shares11
Additional paid-in capital3,7622,302
Accumulated other comprehensive income (loss), net of deferred income tax expense (benefit)
of $(272) at 2023 and $(250) at 2022(2,171)(1,996)
Treasury shares, at cost; 30.8 shares (2023) and 30.8 shares (2022)(3,908)(3,908)
Retained earnings13,54212,042
Total shareholders' equity11,2268,441
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$46,318$39,966

The accompanying notes are an integral part of the consolidated financial statements.

EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions, except per share amounts)2023202220232022
(unaudited)(unaudited)
REVENUES:
Premiums earned$3,513$3,067$9,865$8,775
Net investment income4061511,023620
Total net gains (losses) on investments(31)(129)(21)(519)
Other income (expense)103(16)61(71)
Total revenues3,9913,07310,9278,805
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses2,2462,6236,1736,289
Commission, brokerage, taxes and fees7526412,0991,877
Other underwriting expenses215169620500
Corporate expenses19165545
Interest, fees and bond issue cost amortization expense34259974
Total claims and expenses3,2663,4749,0458,785
INCOME (LOSS) BEFORE TAXES725(401)1,88320
Income tax expense (benefit)47(82)169(81)
NET INCOME (LOSS)$678$(319)$1,713$101
Other comprehensive income (loss), net of tax:
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period(257)(712)(180)(2,260)
Reclassification adjustment for realized losses (gains) included in net income (loss)15412161
Total URA(D) on securities arising during the period(242)(671)(159)(2,199)
Foreign currency translation adjustments(47)(101)(17)(163)

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Industry Conditions.

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

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

Worldwide insurance and reinsurance market conditions historically have been competitive. Generally, there is ample insurance and reinsurance capacity relative to demand, as well as additional capital from the capital markets through insurance linked financial instruments. These financial instruments such as side cars, catastrophe bonds and collateralized reinsurance funds, provide capital markets with access to insurance and reinsurance risk exposure. The capital markets demand for these products is primarily driven by the desire to achieve greater risk diversification and potentially higher returns on their investments. This competition generally has a negative impact on rates, terms and conditions; however, the impact varies widely by market and coverage. Based on recent competitive behaviors in the insurance and reinsurance industry, natural catastrophe events and the macroeconomic backdrop, there has been dislocation in the market which has had a positive impact on rates and terms and conditions, generally, though specifics in local markets can vary.

Specifically, recent market conditions in property, particularly catastrophe excess of loss, have resulted in rate increases. As a result of the rate increases, most of the lines within property have been affected. Other casualty lines have been experiencing modest rate increases, while some lines such as workers’ compensation and directors and officers liability have been experiencing softer market conditions. The impact on pricing conditions is likely to change depending on the line of business and geography.

Our capital position remains a source of strength, with high-quality invested assets, significant liquidity and a low operating expense ratio. Our diversified global platform with its broad mix of products, distribution and geography is resilient.

The recent emergence of the Middle East war and the ongoing war in the Ukraine are evolving events. 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 in numerous countries, including the United States. The significant political and economic uncertainty surrounding these wars and associated sanctions have impacted economic and investment markets both within Russia, Ukraine, the Middle East region, and around the world.

Financial Summary.

We monitor and evaluate our overall performance based upon financial results. The following table displays a summary of the consolidated net income (loss), ratios and shareholders’ equity for the periods indicated.

Three Months Ended September 30,Percentage Increase/ (Decrease)Nine Months Ended September 30,Percentage Increase/ (Decrease)
(Dollars in millions)2023202220232022
Gross written premiums$4,391$3,68019.3%$12,314$10,31319.4%
Net written premiums3,8663,32316.4%10,8709,15618.7%
REVENUES:
Premiums earned$3,513$3,06714.6%$9,865$8,77512.4%
Net investment income406151NM1,02362064.9%
Net gains (losses) on investments(31)(129)-75.9%(21)(519)-95.9%
Other income (expense)103(16)NM61(71)NM
Total revenues3,9913,07329.9%10,9278,80524.1%
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses2,2462,623-14.4%6,1736,289-1.9%
Commission, brokerage, taxes and fees75264117.2%2,0991,87711.8%
Other underwriting expenses21516927.2%62050024.0%
Corporate expenses191622.5%554522.9%
Interest, fees and bond issue cost amortization expense342534.4%997433.8%
Total claims and expenses3,2663,

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Instruments. See “Liquidity and Capital Resources - Market Sensitive Instruments” in PART I – ITEM 2.

Item 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

Item 1A. RISK FACTORS

The following supplements the risk factors that could have a material impact on our results of operations or financial condition as described under "Risk Factors" in Item 1A of Part I of our 2022 Form 10-K.

If international tax laws change, our net income may be impacted.

The Organization for Economic Co-operation and Development (“OECD”) and its member countries which includes the U.S., have been focusing for an extended period on issues related to the taxation of multinational corporations, such as the comprehensive plan set forth by the OECD to create an agreed set of international tax rules for preventing base erosion and profit shifting. Recently they agreed upon a broad framework for overhauling the taxation of multinational corporations that includes, among other things, profit reallocation rules and a 15% global minimum corporate income tax rate. These proposals, if implemented, could have an impact on our net income and effective tax rate. Group and/or various Group companies may be subject to additional income taxes, which would reduce our net income.

To date, the Government of Bermuda has issued two Public Consultation Papers (“PCP”) regarding its intent to implement a corporate income tax (“CIT”), consistent with OECD global minimum tax rules. The proposal amongst other items would assess a 15% CIT applicable to Bermuda businesses that are part of Multinational Enterprise Groups with annual revenue of €750M or more. The Bermuda Government's current intention, as evidenced in the released PCPs, is to enact the CIT rules in the fourth quarter of 2023 which would be effective beginning in 2025. We have evaluated their proposal and are preparing for its intended effective date, including analyzing the tax accounting implications to be recorded as soon as December 31, 2023. As further guidance is published, we will continue to monitor the impact on the Company and will react accordingly.

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

Issuer Purchases of Equity Securities.

Issuer Purchases of Equity Securities
(a)(b)(c)(d)
PeriodTotal Number of Shares (or Units) Purchased (2)Average Price Paid per Share (or Unit)Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
July 1 - 31, 202369$349.72—1,228,908
August 1 - 31, 2023—$——1,228,908
September 1 - 30, 20236,934$377.3661—1,228,908
Total7,003$——1,228,908

(1)On May 22, 2020, the Company’s executive committee of the Board of Directors approved an amendment to the share repurchase program authorizing the Company and/or its subsidiary Holdings, to purchase up to a current aggregate of 32.0 million of the Company’s 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. Currently, the Company and/or its subsidiary Holdings have repurchased 30.8 million of the Company’s shares.

(2)Shares that have not been repurchased through a publicly announced plan or program consist of shares repurchased by the Company from employees in order to satisfy tax withholding obligations on vestings and/or settlements of share-based compensation awards.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

Exhibit Index

Exhibit No.Description
10.3Standby Letter of Credit, dated August 18, 2023 between Everest Reinsurance (Bermuda), Ltd. and Lloyd’s Bank Corporate Markets Plc providing up to $250.0 million of unsecured letters of credit, filed herewith
31.1Section 302 Certification of Juan C. Andrade
31.2Section 302 Certification of Mark Kociancic
32.1Section 906 Certification of Juan C. Andrade and Mark Kociancic
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Labels Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

Everest Group, Ltd.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Everest Group, Ltd.
(Registrant)
/S/ MARK KOCIANCIC
Mark Kociancic
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)

Dated: November 1, 2023