The Quarterly
NAVG 2014 10-K

Navigators Group Inc (NAVG) SEC Quarterly Report (10-Q) for Q3 2015

NAVG 2015 10-K
NAVG 2014 10-K NAVG 2015 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2015

or

o

Transitional Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to

Commission file number 0-15886

The Navigators Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

13-3138397

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

400 Atlantic Street, Stamford, Connecticut

06901

(Address of principal executive offices)

(Zip Code)

(203) 905-6090

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes   x     No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer

x

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o     No   x

The number of common shares outstanding as of October 28, 2015 was 14,416,060.

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

INDEX

Contents

PART I. FINANCIAL INFORMATION

3

Item 1.      Financial Statements

3

Consolidated Balance Sheets (Unaudited) – September 30, 2015 and December 31, 2014

3

Consolidated Statements of Income (Unaudited) – Three and Nine Months Ended September 30, 2015 and 2014

4

Consolidated Statements of Comprehensive Income (Unaudited) – Three and Nine Months Ended September 30, 2015 and 2014

5

Consolidated Statement of Stockholders' Equity (Unaudited) – Nine Months Ended September 30, 2015

6

Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2015 and 2014

7

Notes to Interim Consolidated Financial Statements (Unaudited)

8

Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.      Quantitative and Qualitative Disclosures about Market Risk

42

Item 4.      Controls and Procedures

42

PART II - OTHER INFORMATION

43

Item 1.      Legal Proceedings

43

Item 1A.   Risk Factors

43

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3.      Defaults Upon Senior Securities

43

Item 4.      Mine Safety Disclosures

43

Item 5.      Other Information

43

Item 6.      Exhibits

44

Index to Exhibits

46

2

PART I. FINANCI AL INFORMATION

Item 1.   Financial Statements

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

amounts in thousands, except share and per share amounts

September 30,

December 31,

2015

2014

ASSETS

Investments and cash:

Fixed maturities, available-for-sale, at fair value (amortized cost: 2015: $2,367,172;

   2014: $2,323,959)

$

2,396,987

$

2,365,934

Equity securities, available-for-sale, at fair value (cost: 2015: $265,760; 2014: $154,843)

274,928

184,295

Short-term investments, at fair value (amortized cost: 2015: $233,109; 2014: $179,527)

233,142

179,506

Cash

69,483

90,751

Total investments and cash

$

2,974,540

$

2,820,486

Premiums receivable

$

343,214

$

342,479

Prepaid reinsurance premiums

252,488

237,851

Reinsurance recoverable on paid losses

53,174

51,347

Reinsurance recoverable on unpaid losses and loss adjustment expenses

794,235

851,498

Deferred policy acquisition costs

88,959

79,452

Accrued investment income

16,130

14,791

Goodwill and other intangible assets

6,906

7,013

Current income tax receivable, net

14,011

14,549

Deferred income tax, net

9,955

-

Receivable  for investments sold

2,727

326

Other assets

40,188

44,384

Total assets

$

4,596,527

$

4,464,176

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

Reserves for losses and loss adjustment expenses

$

2,175,317

$

2,159,634

Unearned premiums

847,403

766,167

Reinsurance balances payable

133,542

152,774

Senior notes

263,544

263,440

Deferred income tax, net

-

1,467

Payable for investments purchased

31,000

134

Accounts payable and other liabilities

68,866

93,336

Total liabilities

$

3,519,672

$

3,436,952

Stockholders' equity:

Preferred stock, $.10 par value, authorized 1,000,000 shares, none issued

$

-

$

-

Common stock, $.10 par value, authorized 50,000,000 shares, issued 17,926,323 shares

   for 2015 and 17,792,846 shares for 2014

1,792

1,778

Additional paid-in capital

354,527

347,022

Treasury stock, at cost (3,511,380 shares for 2015 and 2014)

(155,801

)

(155,801

)

Retained earnings

850,980

787,666

Accumulated other comprehensive income

25,357

46,559

Total stockholders' equity

$

1,076,855

$

1,027,224

Total liabilities and stockholders' equity

$

4,596,527

$

4,464,176

See accompanying Notes to Interim Consolidated Financial Statements.

3

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

amounts in thousands, except share and per share amounts

Three Months Ended September 30,

Nine Months Ended September 30,

2015

2014

2015

2014

Gross written premiums

$

354,062

$

327,469

$

1,129,993

$

1,099,054

Revenues:

Net written premiums

251,939

228,417

799,141

772,131

Change in unearned premiums

2,143

16,950

(66,599

)

(70,408

)

Net earned premiums

254,082

245,367

732,542

701,723

Net investment income

17,371

15,839

50,219

48,097

Net realized gains (losses):

Total other-than-temporary impairment losses

(1,298

)

(41

)

(1,747

)

158

Portion of loss recognized in other comprehensive

   income (before tax)

23

41

49

(158

)

Net other-than-temporary impairment losses recognized

   in earnings

(1,275

)

-

(1,698

)

-

Other realized gains (losses)

518

6,718

10,453

12,024

Net realized gains (losses)

(757

)

6,718

8,755

12,024

Other income (loss)

(2,518

)

1,336

(4,638

)

10,070

Total revenues

$

268,178

$

269,260

$

786,878

$

771,914

Expenses:

Net losses and loss adjustment expenses

$

146,546

$

135,284

$

418,717

$

410,571

Commission expenses

34,253

33,943

98,638

91,820

Other operating expenses

56,599

50,388

164,297

145,526

Interest expense

3,856

3,388

11,567

11,559

Total expenses

241,254

223,003

693,219

659,476

Income before income taxes

26,924

46,257

93,659

112,438

Income tax expense

8,723

15,032

30,345

36,384

Net income

$

18,201

$

31,225

$

63,314

$

76,054

Net income per common share:

Basic

$

1.26

$

2.19

$

4.40

$

5.34

Diluted

$

1.23

$

2.14

$

4.29

$

5.22

Average common shares outstanding:

Basic

14,411,927

14,265,260

14,384,291

14,252,910

Diluted

14,811,095

14,613,744

14,767,949

14,577,297

See accompanying Notes to Interim Consolidated Financial Statements.

4

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

amounts in thousands

Three Months Ended September 30,

2015

2014

Net income

$

18,201

$

31,225

Other comprehensive income:

Change in net unrealized gains (losses) on investments:

Unrealized gains (losses) on investments arising during the period, net

   of deferred tax of $(549) and $8,231 in 2015 and 2014, respectively

1,018

(15,405

)

Reclassification adjustment for net realized (gains) losses included

   in net income net of deferred tax of $293 and $2,581 in 2015 and

   2014,  respectively

(544

)

4,794

Change in net unrealized gains (losses) on investments

$

474

$

(10,611

)

Change in other-than-temporary impairments:

Non credit other-than-temporary impairments arising during the period,

   net of deferred tax of $8 and $14 in 2015 and 2014,  respectively

(15

)

(27

)

Reclassification adjustment for other-than-temporary impairment credit

   losses recognized in net income net of deferred tax of $(101) in 2015

   and $0 in 2014

188

-

Change in other-than-temporary impairments

$

173

$

(27

)

Change in foreign currency translation gains (losses), net of deferred

   tax of $(1) and $0 in 2015 and 2014, respectively

1

41

Other comprehensive income (loss)

$

648

$

(10,597

)

Comprehensive income (loss)

$

18,849

$

20,628

Nine Months Ended September 30,

2015

2014

Net income

$

63,314

$

76,054

Other comprehensive income:

Change in net unrealized gains (losses) on investments:

Unrealized gains (losses) on investments arising during the period, net

   of deferred tax of $9,858 and $4,951 in 2015 and 2014, respectively

$

(18,765

)

$

9,576

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

   income net of deferred tax of $1,472 and $3,088 in 2015 and 2014,  respectively

(2,733

)

5,736

Change in net unrealized gains (losses) on investments

$

(21,498

)

$

15,312

Change in other-than-temporary impairments:

Non credit other-than-temporary impairments arising during the period,

   net of deferred tax of $17 and $55 in 2015 and 2014,  respectively

$

(32

)

$

103

Reclassification adjustment for other-than-temporary impairment credit

   losses recognized in net income net of deferred tax of $(170) in

   2015 and  $0 in 2014

316

-

Change in other-than-temporary impairments

$

284

$

103

Change in foreign currency translation gains (losses), net of deferred

   tax of $6 and $2,800 in 2015 and 2014, respectively

12

(4,956

)

Other comprehensive income (loss)

$

(21,202

)

$

10,459

Comprehensive income (loss)

$

42,112

$

86,513

See accompanying Notes to Interim Consolidated Financial Statements.

5

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)

amounts in  thousands, except share amounts

Additional

Accumulated Other

Total

Common Stock

Paid-in

Treasury Stock

Retained

Comprehensive

Stockholders'

Shares

Amount

Capital

Shares

Amount

Earnings

Income (Loss)

Equity

Balance, December 31, 2014

17,792,846

$

1,778

$

347,022

3,511,380

$

(155,801

)

$

787,666

$

46,559

$

1,027,224

Net income

63,314

-

63,314

Changes in other

   comprehensive income:

Change in net unrealized

   gain (loss) on

   investments

-

-

-

-

-

-

(21,182

)

(21,182

)

Change in net non-credit

   other-than-temporary

   impairment losses

-

-

-

-

-

-

(32

)

(32

)

Change in foreign currency

   translation gain (loss)

-

-

-

-

-

-

12

12

Total other comprehensive

   income (loss)

-

-

-

-

-

-

(21,202

)

(21,202

)

Shares issued under stock plan

133,477

14

(3,004

)

-

-

-

(2,990

)

Share-based compensation

-

-

10,509

-

-

-

10,509

Balance, September 30, 2015

17,926,323

$

1,792

$

354,527

3,511,380

$

(155,801

)

$

850,980

$

25,357

$

1,076,855

See accompanying Notes to Interim Consolidated Financial Statements.

6

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

amounts in thousands

Nine Months Ended September 30,

2015

2014

Operating activities:

Net income

$

63,314

$

76,054

Adjustments to reconcile net income to net cash provided by (used in) operating

   activities:

Depreciation & amortization

3,892

3,544

Deferred income taxes

(185

)

8,500

Net realized (gains) losses

(10,453

)

(12,024

)

Net other-than-temporary impairments recognized in earnings

1,698

-

Changes in assets and liabilities:

Reinsurance recoverable on paid and unpaid losses and loss adjustment expenses

55,436

(39,087

)

Reserves for losses and loss adjustment expenses

15,683

123,903

Prepaid reinsurance premiums

(14,637

)

11,089

Unearned premiums

81,237

58,920

Premiums receivable

(735

)

(38,028

)

Deferred policy acquisition costs

(9,507

)

(9,261

)

Accrued investment income

(1,338

)

(1,209

)

Reinsurance balances payable

(18,993

)

(9,941

)

Current income tax payable, net

411

7,080

Other

(6,679

)

1,841

Net cash provided by (used in) operating activities

$

159,144

$

181,381

Investing activities:

Fixed maturities

Redemptions and maturities

$

126,930

$

162,931

Sales

266,707

313,218

Purchases

(446,516

)

(718,693

)

Equity securities

Sales

76,388

54,828

Purchases

(178,517

)

(65,691

)

Change in payable for securities

28,465

24,231

Net change in short-term investments

(53,747

)

40,610

Purchase of property and equipment

(1,503

)

(5,522

)

Net cash provided by (used in) investing activities

$

(181,793

)

$

(194,088

)

Financing activities:

Proceeds of stock issued from employee stock purchase plan

$

1,352

$

453

Proceeds of stock issued from exercise of stock options

29

153

Net cash provided by (used in) financing activities

$

1,381

$

606

Change in cash

$

(21,268

)

$

(12,101

)

Cash at beginning of year

90,751

86,509

Cash at end of period

$

69,483

$

74,408

Supplemental cash information:

Income taxes paid, net

$

28,634

$

19,864

Interest paid

$

7,619

$

8,084

Issuance of stock to directors

$

563

$

438

See accompanying Notes to Interim Consolidated Financial Statements.

7

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

Notes to Interim Consolidated Financial Statements (Unaudited)

Note 1.  Organization and Summary of Significant Accounting Policies

Unless the context requires otherwise, the terms "we," "us,"  "our," or "our Company" are used to mean The Navigators Group, Inc., a Delaware holding company established in 1982, and its subsidiaries.  The terms "Parent" or "Parent Company" are used to mean The Navigators Group, Inc. without its subsidiaries.

Organization

We are an international insurance company with a long-standing area of specialization in Marine insurance.  Our Property and Casualty ("P&C") insurance business primarily offers General Liability coverage and Umbrella & Excess Liability coverage to commercial enterprises through our Primary and Excess Casualty divisions.  We have also developed niches in Professional Liability insurance, through our Management Liability and Errors & Omissions ("E&O") divisions.  Beginning in 2010, we added reinsurance products through our Assumed Reinsurance division.

We operate through various wholly-owned subsidiaries, including Navigators Insurance Company, inclusive of its United Kingdom Branch ("U.K. Branch"), and Navigators Specialty Insurance Company, both of which are U.S. insurance companies, and Navigators Underwriting Agency Ltd., a Lloyd's of London ("Lloyd's") underwriting agency that manages Lloyd's Syndicate 1221 ("the Syndicate") in the U.K. Our Company controls 100% of the Syndicate's stamp capacity.

Basis of Presentation

The accompanying Interim Consolidated Financial Statements are unaudited and reflect all adjustments, which, in the opinion of management, are necessary to fairly present the results of The Navigators Group, Inc. and its subsidiaries for the interim periods presented on the basis of United States generally accepted accounting principles ("GAAP" or "U.S. GAAP").  All significant intercompany transactions and balances have been eliminated in consolidation.  The preparation of these Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Financial Statements and the reported revenues and expenses during the reporting periods.  The results of operations for any interim period are not necessarily indicative of results for the full year.  The Interim Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014.  Certain amounts for the prior year have been reclassified to conform with the current period presentation.

Foreign Exchange Remeasurement and Translation

During the first quarter of 2014, the Syndicate revised its foreign exchange accounting methodology from reporting its financial position and results using three functional currencies (GBP, USD and CAD) to one functional currency (USD).  The USD was chosen as the single functional currency as the majority of the Syndicate's insurance business has been and continues to be transacted in USD. This cumulative change in remeasurement has resulted in an immaterial correction of $10.0 million ($6.6 million after-tax) in Accumulated other comprehensive income ("AOCI"), on the Consolidated Balance Sheets, offset by a gain in Other income (loss) in the Consolidated Statements of Income.

Income Taxes

The income tax provision has been computed based on our estimated annual effective tax rate.  Our effective tax rate for the quarter differs from the federal tax rate of 35% principally because of tax-exempt investment income and dividends received deduction.

Current and Pending Accounting Pronouncements

As of January 1, 2015, we did not adopt any new accounting pronouncements.  In 2015, the Financial Accounting Standards Board issued the following new pronouncements that may have an impact on our Company and we are assessing the future impact of these updates to our Consolidated Financial Statements:

·

Accounting Standards Update 2015-03 – Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs, which will be effective for fiscal years beginning after December 15, 2015.  The new pronouncement was issued to simplify presentation of debt issuance costs.

8

·

Accounting Standards Update 2015- 05 – Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40) Customer's Accounting for Fees Paid in a Cloud Computing Arrangement, which will be effective for fiscal years beginning after December 15, 2015.  The new pronouncement was iss ued to provide guidance to customers about whether a cloud computing arrangement includes a software license.

·

Accounting Standards Update 2015-07 – Fair Value Measurement – (Topic 820) Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its equivalent) (a consensus of the Emerging Issues Task Force), which will be effective for fiscal years beginning after December 15, 2015.  The new pronouncement was issued to ensure that all investments categorized in the fair value hierarchy are classified using a consistent approach.

·

Accounting Standards Update 2015-09 – Financial Services Insurance – (Topic 944) Disclosures about Short-Duration Contracts, effective for annual periods beginning after December 15, 2015.  The new pronouncement was issued to (1) increase the usefulness of the information about a reporting entity's insurance liabilities, including the nature, amount, timing, and uncertainty of cash flows related to those liabilities and the effect of those cash flows on the Statements of Comprehensive Income and (2) improve comparability between reporting entities, regardless of the type of entity issuing the contract.

·

Accounting Standards Update 2015-12 – Plan Accounting: Defined Benefit Pension Plans, Defined Contribution Pension Plans, Health and Welfare Plans, effective for annual periods beginning after December 15, 2015.  This update was issued to reduce complexity in employee benefit plan accounting.  This update designates contract value as the only required measure for fully benefit-responsive investment contracts, which maintains the relevant information while reducing the cost and complexity of reporting for fully benefit-responsive investment contracts.

·

Accounting Standards Update 2015-14 – Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date, effective for annual periods beginning after December 15, 2017.  In response to stakeholders' request to defer the effective date of the guidance in Update 2014-09 and in consideration of feedback received through extensive outreach with preparers, practitioners, and users of financial statements, the Board issued this proposed update.  The amendments in this update defer the effective date of Update 2014-09 for all entities by one year.

·

Accounting Standards Update 2015-15 – Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, effective for annual periods beginning after December 15, 2015.  This update changed the wording in Subtopic 835-30 for the imputation of interest.  Given the absence of authoritative guidance within Update 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangements.

There were no additional pending accounting pronouncements that are expected to have a significant impact on the Consolidated Financial Statements upon adoption.

Note 2.  Segment Information

During the first quarter of 2015, we realigned our reporting segments from Insurance Companies, Lloyd's Operations and Corporate to U.S. Insurance, International Insurance ("Int'l Insurance"), Global Reinsurance ("GlobalRe") and Corporate.  The new segment presentation reflects an increase in the level of importance that the Chief Operating Decision Maker now places on the results of the underlying operating segments when aggregated and reported in alignment with the products and services offered to the marketplace versus when aggregated and reported in alignment with our legal entity structure.  Over the past few years, we have been monitoring the growth and stability of our reinsurance business and in 2015 determined that reinsurance has become a stable and significant component of our Company.  We are also increasing our focus on additional international insurance markets by establishing underwriting offices in Continental Europe.  The offices were fully operational during our January 2015 renewal season. We considered these changes in conjunction with operating and reportable segments.

Our previously reported segments were consistent with our legal entity structure; however, our new reporting segments are now primarily reflective of where our business is written.  We reclassified our international business from our previously reported Lloyd's Operations segment to the Int'l Insurance segment.  We also reclassified our non-Lloyd's business written internationally (primarily business written by the U.K. Branch) into this segment and have excluded Assumed Reinsurance.  Our new GlobalRe segment was previously reported within our U.S. Insurance and Lloyd's Operations segments as Assumed Reinsurance.  Our U.S. Insurance segment now excludes the U.K. Branch and Assumed Reinsurance.  Our Corporate segment now includes Net investment income, Net realized gains (losses), Interest expense, Other income (loss) primarily consisting of foreign exchange gain (loss) and Income tax (expense) benefit, which are not allocated to the U.S. Insurance, Int'l Insurance and GlobalRe segments (together, "underwriting segments").  We do not allocate assets under the new reporting segments, as it is impracticable to do so.

9

As noted above, we classify our business into three underwriting segments (U.S. Insurance, Int'l Insur ance and GlobalRe) and a Corporate Segment.  Both the U.S. Insurance and Int'l Insurance reporting segments are each comprised of three operating segments: Marine, P&C and Professional Liability.

We evaluate the performance of each of the underwriting segments based on underwriting results.  Underwriting results are measured based on underwriting profit or loss and the related Combined ratio, which are both non-GAAP measures of underwriting profitability.   Underwriting profit or loss is calculated from Net earned premiums less the sum of Net losses and loss adjustment expenses ("LAE"), Commission expenses, Other operating expenses and Other underwriting income (expense).  The Combined ratio is derived by dividing the sum of Net losses and LAE, Commission expenses, Other operating expenses and Other underwriting income (expense) by Net earned premiums.  A Combined ratio of less than 100% indicates an underwriting profit and greater than 100% indicates an underwriting loss.  Our underwriting performance is evaluated separately from the rest of our operations.  The performance of our investment portfolios, our liquidity and capital resource needs, our foreign currency exposure and our tax planning strategies are evaluated on a consolidated basis within our Corporate segment.

The accounting policies used to prepare the segment reporting data for our reportable segments are the same as those described in Note 1 and Note 3 of our Annual Report on Form 10-K for the year ended December 31, 2014.  In addition, 2014 data presented in this Quarterly Report has been recast to align with the new segment reporting described above.

Financial data by segment for the three and nine months ended September 30, 2015 and 2014 was as follows:

Three Months Ended September 30, 2015

U.S.

Int'l

amounts in thousands

Insurance

Insurance

GlobalRe

Corporate (1)

Total

Net earned premiums

$

142,409

$

68,533

$

43,140

$

-

$

254,082

Net losses and LAE

(85,140

)

(39,182

)

(22,224

)

-

(146,546

)

Commission expenses

(15,157

)

(12,780

)

(7,705

)

1,389

(34,253

)

Other operating expenses

(32,948

)

(19,937

)

(3,714

)

-

(56,599

)

Other underwriting income (expense)

1,013

-

395

(1,389

)

19

Underwriting profit (loss)

$

10,177

$

(3,366

)

$

9,892

$

-

$

16,703

Net investment income

17,371

17,371

Net realized gains (losses)

(757

)

(757

)

Interest expense

(3,856

)

(3,856

)

Other income (loss)

(2,537

)

(2,537

)

Income before income taxes

$

10,177

$

(3,366

)

$

9,892

$

10,221

$

26,924

Income tax (expense) benefit

(8,723

)

(8,723

)

Net income (loss)

$

18,201

Losses and LAE ratio

59.8

%

57.2

%

51.5

%

57.7

%

Commission expense ratio

10.6

%

18.6

%

17.9

%

13.5

%

Other operating expense ratio (2)

22.5

%

29.1

%

7.7

%

22.2

%

Combined ratio

92.9

%

104.9

%

77.1

%

93.4

%

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other operating expenses and Other underwriting income (expense).

10

Three Months Ended September 30, 2014

U.S.

Int'l

amounts in thousands

Insurance

Insurance

GlobalRe

Corporate (1)

Total

Net earned premiums

$

130,420

$

66,278

$

48,669

$

-

$

245,367

Net losses and LAE

(80,722

)

(24,910

)

(29,652

)

-

(135,284

)

Commission expenses

(12,870

)

(12,792

)

(8,831

)

550

(33,943

)

Other operating expenses

(29,160

)

(17,288

)

(3,940

)

-

(50,388

)

Other underwriting income (expense)

534

1

122

(550

)

107

Underwriting profit (loss)

$

8,202

$

11,289

$

6,368

$

-

$

25,859

Net investment income

15,839

15,839

Net realized gains (losses)

6,718

6,718

Interest expense

(3,388

)

(3,388

)

Other income (loss)

1,229

1,229

Income before income taxes

$

8,202

$

11,289

$

6,368

$

20,398

$

46,257

Income tax (expense) benefit

(15,032

)

(15,032

)

Net income (loss)

$

31,225

Losses and LAE ratio

61.9

%

37.6

%

60.9

%

55.1

%

Commission expense ratio

9.9

%

19.3

%

18.1

%

13.8

%

Other operating expense ratio (2)

21.9

%

26.1

%

7.9

%

20.6

%

Combined ratio

93.7

%

83.0

%

86.9

%

89.5

%

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other operating expenses and Other underwriting income (expense).

Nine Months Ended September 30, 2015

U.S.

Int'l

amounts in thousands

Insurance

Insurance

GlobalRe

Corporate (1)

Total

Net earned premiums

$

410,804

$

197,244

$

124,494

$

-

$

732,542

Net losses and LAE

(247,094

)

(101,236

)

(70,387

)

-

(418,717

)

Commission expenses

(41,777

)

(35,491

)

(23,042

)

1,672

(98,638

)

Other operating expenses

(98,010

)

(54,312

)

(11,975

)

-

(164,297

)

Other underwriting income (expense)

1,330

-

441

(1,672

)

99

Underwriting profit (loss)

$

25,253

$

6,205

$

19,531

$

-

$

50,989

Net investment income

50,219

50,219

Net realized gains (losses)

8,755

8,755

Interest expense

(11,567

)

(11,567

)

Other income (loss)

(4,737

)

(4,737

)

Income (loss) before income taxes

$

25,253

$

6,205

$

19,531

$

42,670

$

93,659

Income tax (expense) benefit

(30,345

)

(30,345

)

Net income (loss)

$

63,314

Losses and LAE ratio

60.1

%

51.3

%

56.5

%

57.2

%

Commission expense ratio

10.2

%

18.0

%

18.5

%

13.5

%

Other operating expense ratio (2)

23.6

%

27.6

%

9.3

%

22.3

%

Combined ratio

93.9

%

96.9

%

84.3

%

93.0

%

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other operating expenses and Other underwriting income (expense).

11

Nine Months Ended September 30, 2014

U.S.

Int'l

amounts in thousands

Insurance

Insurance

GlobalRe

Corporate (1)

Total

Net earned premiums

$

370,864

$

187,993

$

142,866

$

-

$

701,723

Net losses and LAE

(226,817

)

(91,423

)

(92,331

)

-

(410,571

)

Commission expenses

(35,598

)

(32,656

)

(25,171

)

1,605

(91,820

)

Other operating expenses

(85,993

)

(47,783

)

(11,750

)

-

(145,526

)

Other underwriting income (expense)

1,783

18

301

(1,605

)

497

Underwriting profit (loss)

$

24,239

$

16,149

$

13,915

$

-

$

54,303

Net investment income

48,097

48,097

Net realized gains (losses)

12,024

12,024

Interest expense

(11,559

)

(11,559

)

Other income (loss)

9,573

9,573

Income (loss) before income taxes

$

24,239

$

16,149

$

13,915

$

58,135

$

112,438

Income tax (expense) benefit

(36,384

)

(36,384

)

Net income (loss)

$

76,054

Losses and LAE ratio

61.2

%

48.6

%

64.6

%

58.5

%

Commission expense ratio

9.6

%

17.4

%

17.6

%

13.1

%

Other operating expense ratio (2)

22.7

%

25.4

%

8.1

%

20.7

%

Combined ratio

93.5

%

91.4

%

90.3

%

92.3

%

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other operating expenses and Other underwriting income (expense).

Revenue by operating segment for the three and nine months ended September 30, 2015 and 2014 was as follows:

Three months ended September 30, 2015

Three months ended September 30, 2014

% Change

amounts in thousands

Gross

written

premiums

Ceded

written

premiums

Net written

premiums

Net earned

premiums

Gross

written

premiums

Ceded

written

premiums

Net written

premiums

Net earned

premiums

Gross

written

premiums

Ceded

written

premiums

Net written

premiums

Net earned

premiums

U.S. Insurance

Marine

$

35,529

$

(13,865

)

$

21,664

$

24,292

$

34,576

$

(13,338

)

$

21,238

$

27,207

2.8

%

4.0

%

2.0

%

(10.7

%)

P&C

154,009

(34,902

)

119,107

104,473

138,181

(41,180

)

97,001

82,635

11.5

%

(15.2

%)

22.8

%

26.4

%

Professional Liability

29,245

(14,986

)

14,259

13,644

26,966

(7,136

)

19,830

20,578

8.5

%

110.0

%

(28.1

%)

(33.7

%)

Total

$

218,783

$

(63,753

)

$

155,030

$

142,409

$

199,723

$

(61,654

)

$

138,069

$

130,420

9.5

%

3.4

%

12.3

%

9.2

%

Int'l Insurance

Marine

$

41,002

$

(10,985

)

$

30,017

$

36,792

$

41,593

$

(6,924

)

$

34,669

$

40,207

(1.4

%)

58.7

%

(13.4

%)

(8.5

%)

P&C

37,449

(20,034

)

17,415

16,879

35,399

(24,267

)

11,132

14,300

5.8

%

(17.4

%)

56.4

%

18.0

%

Professional Liability

20,337

(6,785

)

13,552

14,862

17,169

(5,416

)

11,753

11,771

18.5

%

25.3

%

15.3

%

26.3

%

Total

$

98,788

$

(37,804

)

$

60,984

$

68,533

$

94,161

$

(36,607

)

$

57,554

$

66,278

4.9

%

3.3

%

6.0

%

3.4

%

GlobalRe

$

36,491

$

(566

)

$

35,925

$

43,140

$

33,585

$

(791

)

$

32,794

$

48,669

8.7

%

(28.4

%)

9.5

%

(11.4

%)

Total

$

354,062

$

(102,123

)

$

251,939

$

254,082

$

327,469

$

(99,052

)

$

228,417

$

245,367

8.1

%

3.1

%

10.3

%

3.6

%

12

Nine months ended September 30, 2015

Nine months ended September 30, 2014

% Change

amounts in thousands

Gross

written

premiums

Ceded

written

premiums

Net written

premiums

Net earned

premiums

Gross

written

premiums

Ceded

written

premiums

Net written

premiums

Net earned

premiums

Gross

written

premiums

Ceded

written

premiums

Net written

premiums

Net earned

premiums

U.S. Insurance

Marine

$

118,167

$

(45,177

)

$

72,990

$

74,193

$

120,149

$

(34,095

)

$

86,054

$

81,920

(1.6

%)

32.5

%

(15.2

%)

(9.4

%)

P&C

458,371

(123,765

)

334,606

291,648

400,437

(127,788

)

272,649

224,151

14.5

%

(3.1

%)

22.7

%

30.1

%

Professional Liability

81,559

(42,423

)

39,136

44,963

84,188

(24,841

)

59,347

64,793

(3.1

%)

70.8

%

(34.1

%)

(30.6

%)

Total

$

658,097

$

(211,365

)

$

446,732

$

410,804

$

604,774

$

(186,724

)

$

418,050

$

370,864

8.8

%

13.2

%

6.9

%

10.8

%

Int'l Insurance

Marine

$

149,844

$

(30,933

)

$

118,911

$

114,716

$

151,107

$

(36,351

)

$

114,756

$

112,428

(0.8

%)

(14.9

%)

3.6

%

2.0

%

P&C

112,014

(60,676

)

51,338

43,112

128,954

(80,015

)

48,939

47,207

(13.1

%)

(24.2

%)

4.9

%

(8.7

%)

Professional Liability

68,147

(22,072

)

46,075

39,416

54,024

(19,168

)

34,856

28,358

26.1

%

15.2

%

32.2

%

39.0

%

Total

$

330,005

$

(113,681

)

$

216,324

$

197,244

$

334,085

$

(135,534

)

$

198,551

$

187,993

(1.2

%)

(16.1

%)

9.0

%

4.9

%

GlobalRe

$

141,891

$

(5,806

)

$

136,085

$

124,494

$

160,195

$

(4,665

)

$

155,530

$

142,866

(11.4

%)

24.5

%

(12.5

%)

(12.9

%)

Total

$

1,129,993

$

(330,852

)

$

799,141

$

732,542

$

1,099,054

$

(326,923

)

$

772,131

$

701,723

2.8

%

1.2

%

3.5

%

4.4

%

Note 3.  Investments

The following tables set forth our Company's investments as of September 30, 2015 and December 31, 2014 and include Other-than-temporary-impairment ("OTTI") securities recognized within AOCI:

As of September 30, 2015

Gross

Gross

Cost or

Fair

Unrealized

Unrealized

Amortized

amounts in thousands

Value

Gains

(Losses)

Cost

Fixed maturities:

U.S. Treasury bonds, agency bonds and foreign

   government bonds

$

301,915

$

4,327

$

(8,812

)

$

306,400

States, municipalities and political subdivisions

571,104

17,402

(927

)

554,629

Mortgage-backed and asset-backed securities:

Agency mortgage-backed securities

360,198

7,200

(912

)

353,910

Residential mortgage obligations

31,568

854

(104

)

30,818

Asset-backed securities

197,934

591

(846

)

198,189

Commercial mortgage-backed securities

204,876

5,335

(958

)

200,499

Subtotal

$

794,576

$

13,980

$

(2,820

)

$

783,416

Corporate bonds

729,392

10,776

(4,111

)

722,727

Total fixed maturities

$

2,396,987

$

46,485

$

(16,670

)

$

2,367,172

Equity securities

274,928

16,486

(7,318

)

265,760

Short-term investments

233,142

33

-

233,109

Total investments

$

2,905,057

$

63,004

$

(23,988

)

$

2,866,041

13

As of December 31, 2014

Gross

Gross

Cost or

Fair

Unrealized

Unrealized

Amortized

amounts in thousands

Value

Gains

(Losses)

Cost

Fixed maturities:

U.S. Treasury bonds, agency bonds and  foreign

   government bonds

$

397,923

$

3,431

$

(5,965

)

$

400,457

States, municipalities and political subdivisions

541,007

19,204

(558

)

522,361

Mortgage-backed and asset-backed securities:

Agency mortgage-backed securities

364,622

8,476

(998

)

357,144

Residential mortgage obligations

34,087

1,153

(138

)

33,072

Asset-backed securities

206,413

380

(964

)

206,997

Commercial mortgage-backed securities

206,318

6,630

(98

)

199,786

Subtotal

$

811,440

$

16,639

$

(2,198

)

$

796,999

Corporate bonds

615,564

13,048

(1,626

)

604,142

Total fixed maturities

$

2,365,934

$

52,322

$

(10,347

)

$

2,323,959

Equity securities

184,295

30,756

(1,304

)

154,843

Short-term investments

179,506

-

(21

)

179,527

Total investments

$

2,729,735

$

83,078

$

(11,672

)

$

2,658,329

As of September 30, 2015 and December 31, 2014, our Company did not have a concentration of greater than 5% of invested assets in a single non-U.S. government-backed issuer.

As of September 30, 2015 and December 31, 2014, Fixed maturities for which non-credit OTTI was previously recognized and included in AOCI are now in an unrealized gains position of $0.6 million and $0.7 million, respectively.

The fair value of our Company's investment portfolio may fluctuate significantly in response to various factors such as changes in interest rates, investment quality ratings, equity prices, foreign exchange rates and credit spreads. Our Company does not have the intent to sell nor is it more likely than not that it will have to sell Fixed maturities in unrealized loss positions that are not other-than-temporarily impaired before recovery. For structured securities, default probability and severity assumptions differ based on property type, vintage and the stress of the collateral. Our Company does not intend to sell, and it is more likely than not that our Company will not be required to sell, these securities before the recovery of the amortized cost basis. For Equity securities, our Company also considers our intent to hold securities as part of the process of evaluating whether a decline in fair value represents an other-than-temporary decline in value. Our Company may realize investment losses to the extent our liquidity needs require the disposition of Fixed maturity securities in unfavorable interest rate, liquidity or credit spread environments. Significant changes in the factors our Company considers when evaluating investments for impairment losses could result in a significant change in impairment losses reported in the Consolidated Financial Statements.

The contractual maturity dates for Fixed maturities categorized by the number of years until maturity as of September 30, 2015 are shown in the following table:

As of September 30, 2015

Fair

Amortized

amounts in thousands

Value

Cost

Due in one year or less

$

82,515

$

86,268

Due after one year through five years

802,221

794,442

Due after five years through ten years

307,813

302,656

Due after ten years

409,862

400,390

Mortgage-backed and asset-backed securities

794,576

783,416

Total

$

2,396,987

$

2,367,172

Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Prepayment assumptions associated with the mortgage-backed and asset-backed securities are reviewed on a periodic basis. When changes in prepayment assumptions are deemed necessary as the result of actual prepayments differing from anticipated prepayments, securities are revalued based upon the new prepayment assumptions utilizing the retrospective accounting method. Due to the periodic repayment of principal, the mortgage-backed and asset-backed securities are estimated to have an effective maturity of approximately 4.6 years.

14

The following tables summarize all securities in a gross unrealized loss position as of September 30, 2015 and December 31, 2014, showing the aggregate fair value and gross unrealized loss by the length of time those securities have continuously been in a gross unrealized loss position:

As of September 30, 2015

Less than 12 months

Greater than 12 months

Total

Gross

Gross

Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

amounts in thousands

Value

(Losses)

Value

(Losses)

Value

(Losses)

Fixed maturities:

U.S. Treasury bonds, agency bonds and foreign

   government bonds

$

37,766

$

(1,866

)

$

28,143

$

(6,946

)

$

65,909

$

(8,812

)

States, municipalities and political subdivisions

54,653

(540

)

4,669

(387

)

59,322

(927

)

Mortgage-backed and asset-backed securities:

Agency mortgage-backed securities

52,009

(259

)

23,259

(653

)

75,268

(912

)

Residential mortgage obligations

5,196

(22

)

1,947

(82

)

7,143

(104

)

Asset-backed securities

28,823

(146

)

78,725

(700

)

107,548

(846

)

Commercial mortgage-backed securities

47,297

(939

)

3,440

(19

)

50,737

(958

)

Subtotal

$

133,325

$

(1,366

)

$

107,371

$

(1,454

)

$

240,696

$

(2,820

)

Corporate bonds

224,426

(3,454

)

17,784

(657

)

242,210

(4,111

)

Total fixed maturities

$

450,170

$

(7,226

)

$

157,967

$

(9,444

)

$

608,137

$

(16,670

)

Equity securities

128,247

(7,318

)

-

-

128,247

(7,318

)

Total fixed maturities and equity securities

$

578,417

$

(14,544

)

$

157,967

$

(9,444

)

$

736,384

$

(23,988

)

As of December 31, 2014

Less than 12 months

Greater than 12 months

Total

Gross

Gross

Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

amounts in thousands

Value

(Losses)

Value

(Losses)

Value

(Losses)

Fixed maturities:

U.S. Treasury bonds, agency bonds and

   foreign government bonds

$

87,915

$

(1,061

)

$

117,683

$

(4,904

)

$

205,598

$

(5,965

)

States, municipalities and political subdivisions

16,349

(60

)

37,340

(498

)

53,689

(558

)

Mortgage-backed and asset-backed securities:

Agency mortgage-backed securities

18,881

(80

)

58,301

(918

)

77,182

(998

)

Residential mortgage obligations

5,625

(50

)

1,728

(88

)

7,353

(138

)

Asset-backed securities

110,275

(539

)

34,530

(425

)

144,805

(964

)

Commercial mortgage-backed securities

19,741

(71

)

1,391

(27

)

21,132

(98

)

Subtotal

$

154,522

$

(740

)

$

95,950

$

(1,458

)

$

250,472

$

(2,198

)

Corporate bonds

190,461

(871

)

31,126

(755

)

221,587

(1,626

)

Total fixed maturities

$

449,247

$

(2,732

)

$

282,099

$

(7,615

)

$

731,346

$

(10,347

)

Equity securities

19,690

(1,297

)

238

(7

)

19,928

(1,304

)

Total fixed maturities and equity securities

$

468,937

$

(4,029

)

$

282,337

$

(7,622

)

$

751,274

$

(11,651

)

As of September 30, 2015, there were 252 Fixed maturities and 58 Equity securities in an unrealized loss position.  In the above table, the gross unrealized loss for the greater than 12 months category consists primarily of agency and foreign government bonds principally due to an unfavorable foreign exchange movement. As of December 31, 2014, there were 259 Fixed maturities and 15 Equity securities in an unrealized loss position.  The gross unrealized loss for the greater than 12 months category consists primarily of Treasury and agency bonds, due to an increase in interest rates and unfavorable foreign exchange movement.

As of September 30, 2015 and December 31, 2014, the largest unrealized loss by a non-government backed issuer in the investment portfolio was $0.7 million and $0.5 million, respectively.

15

Our Company anal yzes impaired securities quarterly to determine if any are other-than-temporary. The above securities with unrealized losses have been determined to be temporarily impaired based on our evaluation.  For F ixed maturities, when assessing whether the amortize d cost basis of the security will be recovered, our Company compares the present value of cash flows expected to be collected in relation to the current book value.  Any shortfalls of the present value of the cash flows expected to be collected to the amor tized cost basis is considered the credit loss portion of OTTI losses and is recognized in earnings. All non-credit losses are recognized as changes in OTTI losses within AOCI.

To determine whether the unrealized loss on structured securities is other-than-temporary, our Company analyzes the projections provided by our investment managers with respect to an expected principal loss under a range of scenarios and utilizes the most likely outcomes. The analysis relies on actual collateral performance measures such as default rate, prepayment rate and loss severity. These assumptions are applied throughout the remaining term of the deal, incorporating the transaction structure and priority of payments, to generate loss adjusted cash flows. Results of the analysis will indicate whether the security is expected ultimately to incur a loss or whether there is a material impact on yield due to either a projected loss or a change in cash flow timing. A break-even default rate is also calculated.  A comparison of the break-even default rate to the actual default rate provides an indication of the level of cushion or coverage to the first dollar principal loss. For securities in which a tranche loss is present and the net present value of loss adjusted cash flows is less than book value, impairment is recognized.  The output data also includes a number of additional metrics such as average life remaining, original and current credit support, over 60 day delinquency and security rating.

The significant inputs used to measure the amount of credit loss recognized in earnings were actual delinquency rates, default probability, severity and prepayment assumptions.  Projected losses are a function of both loss severity and probability of default, which differ based on property type, vintage and the stress of the collateral. Our Company does not intend to sell, and it is more likely than not that it will not be required to sell, these securities before the recovery of the amortized cost basis.

For Equity securities, in general, our Company reviews securities with a fair value less than 80% of their cost for six or more consecutive months.  If warranted as the result of conditions relating to a particular security, our Company will review significant declines in fair value regardless of the time period involved.  Factors considered in evaluating potential impairment include, but are not limited to, the current fair value as compared to cost of the security, the length of time the investment has been below cost and by how much the investment is below cost.  If an Equity security is deemed to be other-than-temporarily impaired, the cost is written down to fair value with the loss recognized in earnings.

Our Company's ability to hold securities is supported by sufficient cash flow from our operations and from maturities within our investment portfolio in order to meet our claims payments and other disbursement obligations arising from our underwriting operations without selling such investments.  With respect to securities where the decline in value is determined to be temporary and the security's value is not written down, a subsequent decision may be made to sell that security and realize a loss.  Subsequent decisions on security sales are made within the context of overall risk monitoring, changing information and market conditions.

Our Company had three credit related OTTI losses of $1.3 million and $1.7 million in the equity portfolio during the three and nine months ended September 30, 2015, respectively.  Our Company did not have any credit related OTTI losses during the three and nine months ended September 30, 2014.

As of September 30, 2015 and 2014, the cumulative amounts related to our Company's credit loss portion of the OTTI losses on Fixed maturities were $2.4 million and $2.7 million, respectively.  There was no activity for the three and nine months ended September 30, 2015 related to these amounts.  We sold one bond with a credit loss of $1.5 million during the three and nine months ended September 30, 2014 related to these amounts.  Our Company does not intend to sell, and it is more likely than not that it will not be required to sell, the securities prior to recovery of the amortized cost basis and for which the non-credit loss portion is included in AOCI.

Our Company's Net investment income was derived from the following sources:

Three Months Ended September 30,

Nine Months Ended September 30,

amounts in thousands

2015

2014

2015

2014

Fixed maturities

$

15,353

$

14,401

$

45,660

$

42,540

Equity securities

2,543

1,956

6,383

7,160

Short-term investments

272

225

604

686

Total investment income

$

18,168

$

16,582

$

52,647

$

50,386

Investment expenses

(797

)

(743

)

(2,428

)

(2,289

)

Net investment income

$

17,371

$

15,839

$

50,219

$

48,097

16

Realized gains and losses, excluding net OTTI losses recognized in earnings, for the periods indicated, were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

amounts in thousands

2015

2014

2015

2014

Fixed maturities:

Gains

$

484

$

3,702

$

2,889

$

8,682

Losses

(667

)

(1,645

)

(2,757

)

(3,752

)

Fixed maturities, net

$

(183

)

$

2,057

$

132

$

4,930

Short-term:

Gains

$

9

$

-

$

109

$

-

Losses

(120

)

-

(273

)

-

Short-term, net

$

(111

)

$

-

$

(164

)

$

-

Equity securities:

Gains

$

1,107

$

6,109

$

12,185

$

9,445

Losses

(295

)

(1,448

)

(1,700

)

(2,351

)

Equity securities, net

$

812

$

4,661

$

10,485

$

7,094

Net realized gains (losses)

$

518

$

6,718

$

10,453

$

12,024

Note 4.  Fair Value Measurement

The fair value of our financial instruments is determined based on the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets.  Examples are listed equity and fixed income securities traded on an exchange.  U.S. Treasury securities are reported as Level 1 and are valued based on unadjusted quoted prices for identical assets in active markets that our Company can access.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.  Examples are asset-backed and mortgage-backed securities that are similar to other asset-backed or mortgage-backed securities observed in the market. U.S. government agency securities are reported as Level 2 and are valued using yields and spreads that are observable in active markets.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.  An example would be a private placement with minimal liquidity.

The following tables present, for each of the fair value hierarchy levels as defined by the accounting guidance for fair value measurements and described below, our Company's Fixed maturities and Equity securities by asset class that are measured at fair value on a recurring basis, as well as the fair value of the 5.75% Senior notes due October 15, 2023 (the "Senior notes") carried at amortized cost as of September 30, 2015 and December 31, 2014:

As of September 30, 2015

amounts in thousands

Level 1

Level 2

Level 3

Total

Fixed maturities:

U.S.  Treasury bonds, agency bonds and

   foreign government bonds

$

89,238

$

212,677

$

-

$

301,915

States, municipalities and political subdivisions

-

571,104

-

571,104

Mortgage-backed and asset-backed securities:

Agency mortgage-backed securities

-

360,198

-

360,198

Residential mortgage obligations

-

31,568

-

31,568

Asset-backed securities

-

197,934

-

197,934

Commercial mortgage-backed securities

-

204,876

-

204,876

Subtotal

$

-

$

794,576

$

-

$

794,576

Corporate bonds

-

729,392

-

729,392

Total fixed maturities

$

89,238

$

2,307,749

$

-

$

2,396,987

Equity securities

116,625

158,303

-

274,928

Short-term investments

233,142

-

-

233,142

Total assets measured at fair value

$

439,005

$

2,466,052

$

-

$

2,905,057

Senior notes

-

286,930

-

286,930

Total liabilities measured at fair value

$

-

$

286,930

$

-

$

286,930

17

As of  December 31, 2014

amounts in thousands

Level 1

Level 2

Level 3

Total

Fixed maturities:

U.S. Treasury bonds, agency bonds and

   foreign government bonds

$

146,904

$

251,019

$

-

$

397,923

States, municipalities and political subdivisions

-

541,007

-

541,007

Mortgage-backed and asset-backed securities:

Agency mortgage-backed securities

-

364,622

-

364,622

Residential mortgage obligations

-

34,087

-

34,087

Asset-backed securities

-

206,413

-

206,413

Commercial mortgage-backed securities

-

206,318

-

206,318

Subtotal

$

-

$

811,440

$

-

$

811,440

Corporate bonds

-

615,564

-

615,564

Total fixed maturities

$

146,904

$

2,219,030

$

-

$

2,365,934

Equity securities

127,183

57,112

-

184,295

Short-term investments

179,506

-

-

179,506

Total assets measured at fair value

$

453,593

$

2,276,142

$

-

$

2,729,735

Senior notes

-

285,710

-

285,710

Total liabilities measured at fair value

$

-

$

285,710

$

-

$

285,710

All other financial assets and liabilities including Cash, Premium receivable, Reinsurance recoverable and Reinsurance balances payable are carried at cost, which approximates fair value.

Our Company did not have any significant transfers between Level 1 and Level 2 classifications for the three and nine months ended September 30, 2015 and 2014.

As of September 30, 2015, our Company did not have any Level 3 assets.  During 2014, one security was transferred from Level 3 to Level 2 as our Company was able to obtain a valuation in which all significant inputs to the model are observable in active markets.

Note 5. Ceded Reinsurance

As of September 30, 2015, the credit quality distribution of our Company's Reinsurance recoverable of $1.1 billion for ceded paid losses, ceded unpaid losses and LAE, and ceded unearned premiums based on insurer financial strength ratings from A.M. Best or S&P was not significantly different from the credit quality distribution as of December 31, 2014.

Our allowance for uncollectible reinsurance was $8.2 million and $11.3 million as of September 30, 2015 and December 31, 2014, respectively.  The reduction in our allowance for uncollectible reinsurance was the result of payments of outstanding balances from one of our large reinsurers.

As of September 30, 2015, our 20 largest reinsurers measured by the amount of Reinsurance recoverable for ceded losses and LAE and ceded unearned premium, together with the reinsurance recoverable and collateral, were not significantly different from December 31, 2014.

Note 6.  Commitments and Contingencies

In 2013, the State of Connecticut ("the State") awarded our Company up to $11.5 million ($8.0 million in loans and $3.5 million in grants) to move our corporate headquarters to Stamford, Connecticut.  The loan is non-interest bearing, has a term of 10 years and is subject to forgiveness based on our compliance with certain conditions set forth in the agreement with the State.  The amount of the loan to be received is dependent on our Company reaching certain milestones for creation of new jobs over a five-year period, and the funds are to be used to offset certain equipment purchases, facility costs, training of employees and other eligible project-related costs.  Our Company completed the move to Stamford in September 2013 and received $7.5 million of the award, which is comprised of $6.0 million of the loan and $1.5 million of the grant for reaching the first job milestone.  Under the terms of the agreement with the State, if our Company maintains an average of 100 full-time employees in Connecticut over a 12-month period, the State will forgive the initial $6.0 million of the loan.  In addition, as soon as our Company hires its 150 th full-time employee in Connecticut, it is eligible to receive an additional $1.0 million of the loan and $0.5 million of the grant.  On October 20, 2015, our Company received a letter from the State determining that our Company had achieved both of those milestones for the period from September 30, 2013 through July 31, 2015.  As a result, our Company earned a loan forgiveness credit of $6.0 million with the State and a notification of earning

18

the additional $1.0 million of the loan and $0.5 million of the grant.   Earning of the remaining portions of the grant and forgiveness of any outstanding amounts of the loan is subject to certain conditions, including maintaining the required jobs for an extended period of time.  T he length of time commitment for forgiveness of the additional $1.0 million of the October 20, 2015 loan has not been met. Howe ver, our Company expects to meet all the conditions for the S tate to forgive the additional $1.0 million of the loan, and accordingly, is recognizing the amount of loan and grants received over the period in which our Company recognizes the expenses for wh ich the assistance is intended to compensate as a reduction of such expenses.  Our Company recognized $0. 4 million and $0. 9 million of the incentive for the three and nine months ended September 30, 2015, respectively. As of September 30, 2015 and December 31, 2014, our Company has deferred revenue of $5. 3 million and $6.1 million, respectively, which is included in Other liabilities on the Consolidated Balance Sheets.

In the ordinary course of conducting business, our Company's subsidiaries are involved in various legal proceedings, either indirectly as insurers for parties or directly as defendants.  Most of these proceedings consist of claims litigation involving our Company's subsidiaries as either: (a) liability insurers defending or providing indemnity for third party claims brought against insureds or (b) insurers defending first party coverage claims brought against them.  Our Company accounts for such activity through the establishment of unpaid losses and LAE reserves.  Our Company's management believes that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and cost of defense, will not be material to our Company's Consolidated Balance Sheets, Consolidated Statements of Income or Consolidated Statements of Cash Flows.

Our Company's subsidiaries are also from time to time involved with other legal actions, some of which assert claims for substantial amounts.  These actions include claims asserting extra contractual obligations, such as claims involving allegations of bad faith in the handling of claims or the underwriting of policies.  In general, our Company believes it has valid defenses to these cases. Our Company's management expects that the ultimate liability, if any, with respect to future extra-contractual matters will not be material to our Consolidated Balance Sheets, Consolidated Statements of Income or Consolidated Statements of Cash Flows.  Nonetheless, given the large or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of litigation, an adverse outcome in such matters could, from time to time, have a material adverse outcome on our Company's Consolidated Statements of Income or Consolidated Statements of Cash Flows in a particular fiscal quarter or year.

Note 7.  Stock Options, Stock Grants, SARs and ESPP

Stock-based compensation granted under our Company's stock plans is expensed in tranches over the vesting period. Options and non-performance based grants generally vest equally over a three or four-year period and the options have a maximum term of ten years.  For the nine months ended September 30, 2015, we granted 200,208 stock incentive units at a grant price between $73.62 and $78.86.  Each performance unit and restricted stock unit represents a contingent right to receive one share of common stock as of the vesting date.  Such common stock may be subject to forfeiture for the payment of any required tax withholding.

19

Item 2.  Management's D iscussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in or incorporated by reference in this Quarterly Report are forward-looking statements.  Whenever used in this report, the words "estimate," "expect," "believe," "may," "will," "intend," "continue" or similar expressions or their negative are intended to identify such forward-looking statements.  Forward-looking statements are derived from information that we currently have and assumptions that we make, and are subject to a number of risks and uncertainties, including those described in the "Risk Factors" section of our 2014 Annual Report on Form 10-K.  We operate in a very competitive environment, with new risks emerging from time to time. We cannot assure you that anticipated results will be achieved, since actual results may differ materially because of both known and unknown risks and uncertainties which we face.

In light of these risks, uncertainties and assumptions, any forward-looking events discussed in this Form 10-Q may not occur, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their respective dates.

U.S. GAAP and Non-GAAP Financial Performance Metrics

Throughout this Quarterly Report, we present our operations in the way we believe will be most meaningful, useful and transparent to anyone using this financial information to evaluate our performance. In addition to the GAAP presentation of Net income, we show certain non-GAAP financial measures that we believe are valuable in managing our business and drawing comparisons to our peers. These measures are Underwriting profit (loss), Combined ratio, Net operating earnings, Net losses and LAE reserves and Book value and Book value per share.

The following is a list of GAAP and non-GAAP measures found throughout this report with their definitions, relationships to GAAP measures and explanations of their importance to our operations:

Underwriting Profit (Loss)

Underwriting profit (loss) represents one measure of the pretax profitability of our insurance operations and is derived by subtracting Net losses and LAE incurred, Commission expenses and Other operating expenses from Net earned premiums.  This information is available in total and by segment in Note 2 – Segment Information in the Interim Consolidated Financial Statements as of September 30, 2015.  The nearest comparable GAAP measure is Income before income taxes which, in addition to Net underwriting profit (loss), includes Net investment income, OTTI, Net realized gains (losses) on investments, Interest expense and Other income (loss).

Combined Ratio

The Combined ratio is a common insurance industry measure of profitability for any underwriting operation and is calculated in two components. First, the loss ratio is Net losses and LAE divided by Net earned premiums. The second component, the expense ratio, reflects the sum of Commission expenses and insurance operating expenses, divided by Net earned premiums. All items included in these components of the Combined ratio are presented in our GAAP Consolidated Financial Statements. The sum of the loss and expense ratios is the Combined ratio. The difference between the Combined ratio and $100 reflects the per-dollar rate of Underwriting profit (loss). For example, a Combined ratio of 85 percent implies that for every $100 of premium we earn, we record $15 of Underwriting profit.

Net Operating Earnings

Net operating earnings is calculated as Net income before after-tax Net realized gains (losses), after-tax OTTI losses recognized in earnings, and net after-tax realized and unrealized foreign exchange gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity's functional currency) and translation adjustments (translation of foreign currency denominated assets and liabilities into USD).

20

Net Losses and LAE Reserves

Net losses and LAE reserves, as shown in the liabilities section of our Consolidated Balance Sheets, represents the total obligations to claimants for both estimates of known claims and estimates for incurred but not reported ("IBNR") claims. The related asset item, Reinsurance balances recoverable on unpaid losses and LAE, is the estimate of both known claims and IBNR that we expect to recover from reinsurers. The net of these two items is generally referred to as Net losses and LAE reserves and is commonly used in our disclosures regarding the process of establishing these various estimated amounts.

Book Value and Book Value Per Share

Book value is equivalent to Stockholders' equity and book value per share is calculated by dividing Stockholders' equity by the number of outstanding shares at the end of the interim period.

Overview

The discussion and analysis of our financial condition and results of operations contained herein should be read in conjunction with our 2014 Annual Report on Form 10-K in its entirety as well as the statements under "Forward-Looking Statements" and the Interim Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a complete description of events, trends, uncertainties, risks and critical accounting estimates affecting us.

Unless the context requires otherwise, the terms "we," "us,"  "our," or "our Company" are used to mean The Navigators Group, Inc., a Delaware holding company established in 1982, and its subsidiaries.  The terms "Parent" or "Parent Company" are used to mean The Navigators Group, Inc. without its subsidiaries.

We are an international insurance company with a long-standing area of specialization in Marine insurance.  Our P&C insurance business primarily offers General Liability coverage and Umbrella & Excess Liability coverage to commercial enterprises through our Primary and Excess Casualty divisions.  We have also developed niches in Professional Liability insurance, through our Management Liability and E&O divisions.  Beginning in 2010, we added reinsurance products through our Assumed Reinsurance division.

Financial Highlights

·

Net income was $18.2 million and $63.3 million for the three and nine months ended September 30, 2015, a decrease of 41.7% and 16.8% compared to the same periods in the prior year, respectively.

·

Earnings per diluted share were $1.23 and $4.29 for the three and nine months ended September 30, 2015, a decrease of 42.5% and 17.8% compared to the same periods in the prior year, respectively.

·

Underwriting profit was $16.7 million and $51.0 million for the three and nine months ended September 30, 2015, a decrease of 35.4% and 6.1% compared to the same periods in the prior year, respectively.

·

Net investment income was $17.4 million and $50.2 million for the three and nine months ended September 30, 2015, an increase of 9.7% and 4.4% compared to the same periods in the prior year, respectively.

·

Net cash provided by operations was $159.1 million and $181.4 million for the nine months ended September 30, 2015 and September 30, 2014, respectively.

·

Annualized return on equity was 8.2% as of September 30, 2015, a decrease of 3.0% compared to the same period in the prior year.

·

Book value was $1.1 billion as of September 30, 2015, an increase of 4.8% compared to December 31, 2014.

Our revenue is primarily comprised of premiums and investment income.  Cash flow is generated from premiums collected and investment income received less paid losses and loss expenses, Commission expenses and administrative expenses.  Our products are distributed through multiple channels, utilizing global, national and regional retail and wholesale insurance brokers.

During the first quarter of 2015, we realigned our reporting segments from Insurance Companies, Lloyd's Operations and Corporate to U.S. Insurance, Int'l Insurance, GlobalRe and Corporate.  The new segment presentation reflects an increase in the level of importance that the Chief Operating Decision Maker now places on the results of the underlying operating segments when aggregated and reported in alignment with the products and services offered to the marketplace versus when aggregated and reported in alignment with our legal entity structure.  Over the past few years, we have been monitoring the growth and stability of our reinsurance business and in 2015 determined that reinsurance has become a stable and significant component of our Company.  We are also increasing our focus on additional international insurance markets by establishing underwriting offices in Continental Europe.  The offices were fully operational during our January renewal season. We considered these changes in conjunction with operating and reportable segments.  

21

Results of Operations

The following is a discussion and analysis of our results of operations for the three and nine months ended September 30, 2015 and 2014.

Summary of Consolidated Results

The following table presents a summary of our consolidated financial results for the three and nine months ended September 30, 2015 and 2014:

Three Months Ended September 30,

Nine Months Ended September 30,

% Change

amounts in thousands

2015

2014

2015

2014

QTD

YTD

Gross written premiums

$

354,062

$

327,469

$

1,129,993

$

1,099,054

8.1

%

2.8

%

Ceded written premiums

(102,123

)

(99,052

)

(330,852

)

(326,923

)

3.1

%

1.2

%

Net written premiums

251,939

228,417

799,141

772,131

10.3

%

3.5

%

Net earned premiums

254,082

245,367

732,542

701,723

3.6

%

4.4

%

Net losses and LAE

(146,546

)

(135,284

)

(418,717

)

(410,571

)

8.3

%

2.0

%

Commission expenses

(34,253

)

(33,943

)

(98,638

)

(91,820

)

0.9

%

7.4

%

Other operating expenses

(56,599

)

(50,388

)

(164,297

)

(145,526

)

12.3

%

12.9

%

Other underwriting income (expense)

19

107

99

497

(82.2

%)

(80.1

%)

Underwriting profit (loss)

$

16,703

$

25,859

$

50,989

$

54,303

(35.4

%)

(6.1

%)

Net investment income

17,371

15,839

50,219

48,097

9.7

%

4.4

%

Net realized gains (losses)

(757

)

6,718

8,755

12,024

NM

(27.2

%)

Interest expense

(3,856

)

(3,388

)

(11,567

)

(11,559

)

13.8

%

0.1

%

Other income (loss)

(2,537

)

1,229

(4,737

)

9,573

NM

NM

Income (loss) before income taxes

$

26,924

$

46,257

$

93,659

$

112,438

(41.8

%)

(16.7

%)

Income tax (expense) benefit

(8,723

)

(15,032

)

(30,345

)

(36,384

)

(42.0

%)

(16.6

%)

Net income (loss)

$

18,201

$

31,225

$

63,314

$

76,054

(41.7

%)

(16.8

%)

Net income per diluted share

$

1.23

$

2.14

$

4.29

$

5.22

Effective tax rate

32.4

%

32.5

%

32.4

%

32.4

%

Losses and LAE ratio

57.7

%

55.1

%

57.2

%

58.5

%

Commission expense ratio

13.5

%

13.8

%

13.5

%

13.1

%

Other operating expense ratio (1)

22.2

%

20.6

%

22.3

%

20.7

%

Combined ratio

93.4

%

89.5

%

93.0

%

92.3

%

NM - Percentage change not meaningful

(1) - Includes Other operating expenses and Other underwriting income (expense).

The following table calculates our operating earnings for the three and nine months ended September 30, 2015 and 2014:

Three Months Ended Sept. 30,

Nine Months Ended Sept. 30,

% Change

amounts in thousands

2015

2014

2015

2014

QTD

YTD

Net income

$

18,201

$

31,225

$

63,314

$

76,054

(41.7

%)

(16.8

%)

After-tax realized losses (gains)

492

(4,367

)

(5,691

)

(7,816

)

NM

(27.2

%)

After-tax FX losses (gains)

1,593

(760

)

3,090

(6,222

)

NM

NM

Net operating earnings

$

20,286

$

26,098

$

60,713

$

62,016

(22.3

%)

(2.1

%)

Net operating earnings per common share:

Basic

$

1.41

$

1.83

$

4.22

$

4.35

Diluted

$

1.37

$

1.79

$

4.11

$

4.25

NM - Percentage change not meaningful

22

Gross Written Premiums

Gross written premiums increased $26.6 million for the three months ended September 30, 2015 compared to the same period in 2014 primarily due to growth in our U.S. P&C operating segment specifically in our Excess Casualty, Primary Casualty and Environmental Casualty divisions, due to growth in the construction market.  In addition, we had growth in our Int'l Professional Liability operating segment and GlobalRe segment, specifically in our Accident & Health ("A&H") division, related to increased underwriting opportunities.  Gross written premiums increased $30.9 million for the nine months ended September 30, 2015 compared to the same period in 2014 primarily due to strong new business production in our U.S. P&C operating segment, offset by the non-renewal of a large GlobalRe treaty in the first quarter of 2015 and lower renewal premiums and rate reductions in our Int'l Energy & Engineering division.

Average renewal premium rates for the three and nine months ended September 30, 2015 decreased by 2.6% and 3.1%, respectively, compared to the same periods in 2014.

Ceded Written Premiums

Ceded written premiums increased $3.1 million and $3.9 million, for the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014 primarily due to reinsurance reinstatement premium ("RRP"), changes in our mix of business written and certain changes in our reinsurance programs.

For the three months ended September 30, 2015, we recorded an additional $1.3 million of RRP accruals, compared to RRP accrual reversals of $1.0 million in the three months ended September 30, 2014. For the nine months ended September 30, 2015, we recorded $0.2 million of net RRP accruals, compared to $3.9 million of additional accruals reported in the comparable prior year.  The prior year amount of $3.9 million included an Int'l Marine Liability loss, mostly driven by the sinking of a vessel in South Korean waters, of $3.9 million, as well as additional unfavorable RRP accruals of $3.6 million, including $1.3 million related to Costa Concordia, partially offset by $3.9 million of favorable RRPs within our GlobalRe reporting segment.

Net Earned Premiums

Net earned premiums increased $8.7 million for the three months ended September 30, 2015 compared to the same period in 2014.  The increase is primarily driven by strong new business production and a decrease in cessions in our U.S. P&C operating segment. This increase is offset by decreases in our U.S. Professional Liability operating segment and GlobalRe reporting segment. Net earned premiums increased $30.8 million for the nine months ended September 30, 2015 compared to the same period in 2014.  The increase is primarily driven by increased retention resulting from changes in our reinsurance programs in 2014, prior year growth in our U.S. Insurance reporting segment and the prior year RRPs described above.

Net Losses and LAE

The following table presents the impact of RRPs and reserve development on our Net losses and LAE ratio for the three and nine months ended September 30, 2015 and 2014 (note: accident year is abbreviated "AY"):

Three months ended Sept. 30,

Point

2015

2014

Change

Net losses and LAE ratio, reported

57.7

%

55.1

%

2.6

RRPs

(0.3

%)

0.2

%

(0.5

)

Net current AY release/(development)

(2.9

%)

(0.8

%)

(2.1

)

Net prior AY release/(strengthening)

5.5

%

6.3

%

(0.8

)

Net losses and LAE ratio, adjusted

60.0

%

60.8

%

(0.8

)

Nine months ended Sept. 30,

Point

2015

2014

Change

Net losses and LAE ratio, reported

57.2

%

58.5

%

(1.3

)

RRPs

0.0

%

(0.3

%)

0.3

Net current AY release/(development)

(2.0

%)

(2.4

%)

0.4

Net prior AY release/(strengthening)

4.6

%

5.1

%

(0.5

)

Net losses and LAE ratio, adjusted

59.8

%

60.9

%

(1.1

)

23

For the three and nine months ended September 30, 2015, we recorded $ 14.1 million and $ 34.0 million of prior AY reserve releases, respectively, as compared to $ 15.5 million and $36.0 million of  releases for the comparable periods in 2014. In addition, we recorded $ 7.5 million and $15.0 million of current AY reserve development, for the three and nine months ended September 30, 2015, respectively, as compared to $2.0 million and $16.8 million development for the comparable periods in 2014.  Please refer to our report ing segment sections for individual drivers of these changes.

Commission Expenses

Commissions paid to brokers and agents are generally based on a percentage of Gross written premiums and are partially offset by ceding commissions we may receive on Ceded written premiums.  Commission expenses are generally deferred and recorded as deferred policy acquisition costs to the extent that they relate to unearned premium.  The percentage of earned Commission expenses to Net earned premiums ("Commission expense ratio") for both the three and nine months ended September 30, 2015 was 13.5%, as compared to 13.8% and 13.1%, respectively, for the comparable periods during 2014.  The change in the Commission expense ratios for the three and nine months ended September 30, 2015 compared to the same periods in 2014 is attributable to the changes in the mix of business, changes in our reinsurance programs and to a lesser extent higher profit commission accruals for certain products.

Other Operating Expenses

Other operating expenses were $56.6 million and $164.3 million for the three and nine months ended September 30, 2015, respectively, compared to $50.4 million and $145.5 million for the same periods in 2014.  The increase for the three and nine months ended September 30, 2015 is primarily due to continued investment in our employee base, resulting in increased salary and related costs, designed to closely align with business growth and expanding our presence in Europe.

Net Investment Income

Our Net investment income was derived from the following sources:

Three Months Ended September 30,

Nine Months Ended September 30,

amounts in thousands

2015

2014

2015

2014

Fixed maturities

$

15,353

$

14,401

$

45,660

$

42,540

Equity securities

2,543

1,956

6,383

7,160

Short-term investments

272

225

604

686

Total investment income

$

18,168

$

16,582

$

52,647

$

50,386

Investment expenses

(797

)

(743

)

(2,428

)

(2,289

)

Net investment income

$

17,371

$

15,839

$

50,219

$

48,097

The increase in total investment income for the three months ended September 30, 2015 as compared to the same period in the prior year was primarily due to growth of invested assets, coupled with an increase in the overall portfolio yield. The annualized pre-tax yield, excluding Net realized gains and losses and OTTI losses recognized in earnings, for the three months ended September 30, 2015 and 2014, was 2.5% and 2.2%, respectively.

The increase in total investment income for the nine months ended September 30, 2015 as compared to the prior year was primarily due to growth of invested assets, coupled with an increase in the overall portfolio yield.  This was partially offset by a one-time special dividend of $1.6 million in the prior year from our equity portfolio.  The annualized pre-tax yield, excluding Net realized gains and losses and OTTI losses recognized in earnings, was 2.4% for the nine months ended September 30, 2015.  For the same period in 2014, the equivalent yield excluding the impact of the special dividend was 2.3%.  

OTTI Losses Recognized in Earnings

Our Company had three credit related OTTI losses of $1.3 million and $1.7 million during the three and nine months ended September 30, 2015, respectively, which were for certain common stocks in the energy sector and aerospace industry that were impacted by global economic events.  Our Company did not have any credit related OTTI losses during the three and nine months ended September 30, 2014.

24

Net Realized Gains and Losses

Net realized gains and losses, excluding OTTI losses recognized in earnings, for the periods indicated were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

amounts in thousands

2015

2014

2015

2014

Fixed maturities:

Gains

$

484

$

3,702

$

2,889

$

8,682

Losses

(667

)

(1,645

)

(2,757

)

(3,752

)

Fixed maturities, net

$

(183

)

$

2,057

$

132

$

4,930

Short-term:

Gains

$

9

$

-

$

109

$

-

Losses

(120

)

-

(273

)

-

Short-term, net

$

(111

)

$

-

$

(164

)

$

-

Equity securities:

Gains

$

1,107

$

6,109

$

12,185

$

9,445

Losses

(295

)

(1,448

)

(1,700

)

(2,351

)

Equity securities, net

$

812

$

4,661

$

10,485

$

7,094

Net realized gains (losses)

$

518

$

6,718

$

10,453

$

12,024

Net realized gains and losses are generated as part of the normal ongoing management of our investment portfolio. Net realized gains of $0.5 million and $10.5 million for the three and nine months ended September 30, 2015, respectively, are primarily due to the sale of Equity securities.  Realized losses for the three and nine months ended September 30, 2015 in the Fixed maturities portfolio are primarily driven by foreign currency losses on our Canadian portfolio.  Net realized gains of $6.7 million and $12.0 million for the three and nine months ended September 30, 2014, respectively, are primarily due to the sale of corporate bonds and Equity securities.

Interest Expense

Interest expense was $3.9 million and $11.6 million for the three and nine months ended September 30, 2015, respectively, and $3.4 million and $11.6 million for the three and nine months ended September 30, 2014, respectively, relating to our $265.0 million principal amount of the Senior notes.  The effective interest rate related to the Senior notes, based on the proceeds net of discount and all issuance costs, is approximately 5.86%.  

Other Income (Loss)

Other income (loss) for the three and nine months ended September 30, 2015 was a $2.5 million loss and a $4.7 million loss, respectively, as compared to Other income (loss) of $1.2 million income and $9.6 million income for the same periods in the prior year.  Other income (loss) primarily consists of realized and unrealized foreign exchange gains and losses.  The current quarter and nine month foreign exchange losses are mostly driven by the strengthening of the USD against the GBP.  The prior year was impacted by a $10.0 million foreign currency transaction gain in connection with a change in the functional currency of the Syndicate. See Note 1 – Organization & Summary of Significant Accounting Policies, in the Notes to Interim Consolidated Financial Statements, included herein for additional information regarding the foreign currency adjustment.

Income Taxes

We recorded an Effective tax rate of 32.4% for the three and nine months ended September 30, 2015, compared to 32.5% and 32.4%, respectively, for the same periods in 2014.  The income tax provision has been computed based on our estimated annual effective tax rate.  Our Effective tax rate for the quarter differs from the federal tax rate of 35% principally due to tax-exempt investment income and dividends received deduction.

Book Value and Book Value Per Share

As of September 30, 2015, our book value was $1.1 billion and our book value per share was $74.70, increasing 3.9% from $71.93 per share as of December 31, 2014, mostly driven by $63.3 million of Net income, partially offset by Total other comprehensive loss of $21.2 million for the nine months ended September 30, 2015.

25

Segment I nformation

The following tables summarize our consolidated financial results by segment for the three and nine months ended September 30, 2015 and 2014:

Three Months Ended September 30, 2015

U.S.

Int'l

amounts in thousands

Insurance

Insurance

GlobalRe

Corporate (1)

Total

Net earned premiums

$

142,409

$

68,533

$

43,140

$

-

$

254,082

Net losses and LAE

(85,140

)

(39,182

)

(22,224

)

-

(146,546

)

Commission expenses

(15,157

)

(12,780

)

(7,705

)

1,389

(34,253

)

Other operating expenses

(32,948

)

(19,937

)

(3,714

)

-

(56,599

)

Other underwriting income (expense)

1,013

-

395

(1,389

)

19

Underwriting profit (loss)

$

10,177

$

(3,366

)

$

9,892

$

-

$

16,703

Net investment income

17,371

17,371

Net realized gains (losses)

(757

)

(757

)

Interest expense

(3,856

)

(3,856

)

Other income (loss)

(2,537

)

(2,537

)

Income before income taxes

$

10,177

$

(3,366

)

$

9,892

$

10,221

$

26,924

Income tax (expense) benefit

(8,723

)

(8,723

)

Net income (loss)

$

18,201

Losses and LAE ratio

59.8

%

57.2

%

51.5

%

57.7

%

Commission expense ratio

10.6

%

18.6

%

17.9

%

13.5

%

Other operating expense ratio (2)

22.5

%

29.1

%

7.7

%

22.2

%

Combined ratio

92.9

%

104.9

%

77.1

%

93.4

%

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other operating expenses and Other underwriting income (expense).

Three Months Ended September 30, 2014

U.S.

Int'l

amounts in thousands

Insurance

Insurance

GlobalRe

Corporate (1)

Total

Net earned premiums

$

130,420

$

66,278

$

48,669

$

-

$

245,367

Net losses and LAE

(80,722

)

(24,910

)

(29,652

)

-

(135,284

)

Commission expenses

(12,870

)

(12,792

)

(8,831

)

550

(33,943

)

Other operating expenses

(29,160

)

(17,288

)

(3,940

)

-

(50,388

)

Other underwriting income (expense)

534

1

122

(550

)

107

Underwriting profit (loss)

$

8,202

$

11,289

$

6,368

$

-

$

25,859

Net investment income

15,839

15,839

Net realized gains (losses)

6,718

6,718

Interest expense

(3,388

)

(3,388

)

Other income (loss)

1,229

1,229

Income before income taxes

$

8,202

$

11,289

$

6,368

$

20,398

$

46,257

Income tax (expense) benefit

(15,032

)

(15,032

)

Net income (loss)

$

31,225

Losses and LAE ratio

61.9

%

37.6

%

60.9

%

55.1

%

Commission expense ratio

9.9

%

19.3

%

18.1

%

13.8

%

Other operating expense ratio (2)

21.9

%

26.1

%

7.9

%

20.6

%

Combined ratio

93.7

%

83.0

%

86.9

%

89.5

%

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other operating expenses and Other underwriting income (expense).

26

Nine Months Ended September 30, 2015

U.S.

Int'l

amounts in thousands

Insurance

Insurance

GlobalRe

Corporate (1)

Total

Net earned premiums

$

410,804

$

197,244

$

124,494

$

-

$

732,542

Net losses and LAE

(247,094

)

(101,236

)

(70,387

)

-

(418,717

)

Commission expenses

(41,777

)

(35,491

)

(23,042

)

1,672

(98,638

)

Other operating expenses

(98,010

)

(54,312

)

(11,975

)

-

(164,297

)

Other underwriting income (expense)

1,330

-

441

(1,672

)

99

Underwriting profit (loss)

$

25,253

$

6,205

$

19,531

$

-

$

50,989

Net investment income

50,219

50,219

Net realized gains (losses)

8,755

8,755

Interest expense

(11,567

)

(11,567

)

Other income (loss)

(4,737

)

(4,737

)

Income (loss) before income taxes

$

25,253

$

6,205

$

19,531

$

42,670

$

93,659

Income tax (expense) benefit

(30,345

)

(30,345

)

Net income (loss)

$

63,314

Losses and LAE ratio

60.1

%

51.3

%

56.5

%

57.2

%

Commission expense ratio

10.2

%

18.0

%

18.5

%

13.5

%

Other operating expense ratio (2)

23.6

%

27.6

%

9.3

%

22.3

%

Combined ratio

93.9

%

96.9

%

84.3

%

93.0

%

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other operating expenses and Other underwriting income (expense).

Nine Months Ended September 30, 2014

U.S.

Int'l

amounts in thousands

Insurance

Insurance

GlobalRe

Corporate (1)

Total

Net earned premiums

$

370,864

$

187,993

$

142,866

$

-

$

701,723

Net losses and LAE

(226,817

)

(91,423

)

(92,331

)

-

(410,571

)

Commission expenses

(35,598

)

(32,656

)

(25,171

)

1,605

(91,820

)

Other operating expenses

(85,993

)

(47,783

)

(11,750

)

-

(145,526

)

Other underwriting income (expense)

1,783

18

301

(1,605

)

497

Underwriting profit (loss)

$

24,239

$

16,149

$

13,915

$

-

$

54,303

Net investment income

48,097

48,097

Net realized gains (losses)

12,024

12,024

Interest expense

(11,559

)

(11,559

)

Other income (loss)

9,573

9,573

Income (loss) before income taxes

$

24,239

$

16,149

$

13,915

$

58,135

$

112,438

Income tax (expense) benefit

(36,384

)

(36,384

)

Net income (loss)

$

76,054

Losses and LAE ratio

61.2

%

48.6

%

64.6

%

58.5

%

Commission expense ratio

9.6

%

17.4

%

17.6

%

13.1

%

Other operating expense ratio (2)

22.7

%

25.4

%

8.1

%

20.7

%

Combined ratio

93.5

%

91.4

%

90.3

%

92.3

%

(1) - Includes Corporate segment intercompany eliminations.

(2) - Includes Other operating expenses and Other underwriting income (expense).

27

U.S. Insurance

The following tables summarize our Underwriting profit (loss) by operating segment for our U.S. Insurance reporting segment for the three and nine months ended September 30, 2015 and 2014:

U.S. Insurance

Three months ended September 30, 2015

Three months ended September 30, 2014

amounts in thousands

Marine

P&C

Professional

Liability

Total

Marine

P&C

Professional

Liability

Total

% Change

Total

Gross written

   premiums

$

35,529

$

154,009

$

29,245

$

218,783

$

34,576

$

138,181

$

26,966

$

199,723

9.5

%

Ceded written

   premiums

(13,865

)

(34,902

)

(14,986

)

(63,753

)

(13,338

)

(41,180

)

(7,136

)

(61,654

)

3.4

%

Net written

   premiums

21,664

119,107

14,259

155,030

21,238

97,001

19,830

138,069

12.3

%

Net earned

   premiums

$

24,292

$

104,473

$

13,644

$

142,409

$

27,207

$

82,635

$

20,578

$

130,420

9.2

%

Net losses

   and LAE

(7,349

)

(69,054

)

(8,737

)

(85,140

)

(13,581

)

(53,955

)

(13,186

)

(80,722

)

5.5

%

Commission

   expenses

(2,412

)

(11,711

)

(1,034

)

(15,157

)

(3,486

)

(6,697

)

(2,687

)

(12,870

)

17.8

%

Other operating

   expenses

(6,754

)

(20,581

)

(5,613

)

(32,948

)

(6,086

)

(17,935

)

(5,139

)

(29,160

)

13.0

%

Other underwriting

   income (expense)

214

735

64

1,013

168

331

35

534

89.7

%

Underwriting profit

   (loss)

$

7,991

$

3,862

$

(1,676

)

$

10,177

$

4,222

$

4,379

$

(399

)

$

8,202

24.1

%

Losses and LAE ratio

30.3

%

66.1

%

64.0

%

59.8

%

49.9

%

65.3

%

64.1

%

61.9

%

Commission expense

   ratio

9.9

%

11.2

%

7.6

%

10.6

%

12.8

%

8.1

%

13.1

%

9.9

%

Other operating

   expense ratio (1)

26.9

%

19.0

%

40.7

%

22.5

%

21.8

%

21.3

%

24.7

%

21.9

%

Combined ratio

67.1

%

96.3

%

112.3

%

92.9

%

84.5

%

94.7

%

101.9

%

93.7

%

(1) - Includes Other operating expenses and Other underwriting income (expense).

28

U.S. Insurance

Nine months ended September 30, 2015

Nine months ended September 30, 2014

amounts in thousands

Marine

P&C

Professional

Liability

Total

Marine

P&C

Professional

Liability

Total

% Change

Total

Gross written

   premiums

$

118,167

$

458,371

$

81,559

$

658,097

$

120,149

$

400,437

$

84,188

$

604,774

8.8

%

Ceded written

   premiums

(45,177

)

(123,765

)

(42,423

)

(211,365

)

(34,095

)

(127,788

)

(24,841

)

(186,724

)

13.2

%

Net written

   premiums

72,990

334,606

39,136

446,732

86,054

272,649

59,347

418,050

6.9

%

Net earned

   premiums

$

74,193

$

291,648

$

44,963

$

410,804

$

81,920

$

224,151

$

64,793

$

370,864

10.8

%

Net losses

   and LAE

(28,952

)

(194,910

)

(23,232

)

(247,094

)

(38,873

)

(150,924

)

(37,020

)

(226,817

)

8.9

%

Commission

   expenses

(8,873

)

(29,018

)

(3,886

)

(41,777

)

(10,134

)

(16,737

)

(8,727

)

(35,598

)

17.4

%

Other operating

   expenses

(20,129

)

(60,976

)

(16,905

)

(98,010

)

(17,720

)

(52,923

)

(15,350

)

(85,993

)

14.0

%

Other

   underwriting

   income

   (expense)

389

876

65

1,330

691

971

121

1,783

(25.4

%)

Underwriting

   profit (loss)

$

16,628

$

7,620

$

1,005

$

25,253

$

15,884

$

4,538

$

3,817

$

24,239

4.2

%

Losses and LAE

   ratio

39.0

%

66.8

%

51.7

%

60.1

%

47.5

%

67.3

%

57.1

%

61.2

%

Commission

   expense ratio

12.0

%

9.9

%

8.6

%

10.2

%

12.4

%

7.5

%

13.5

%

9.6

%

Other operating

   expense ratio (1)

26.6

%

20.7

%

37.5

%

23.6

%

20.7

%

23.2

%

23.5

%

22.7

%

Combined ratio

77.6

%

97.4

%

97.8

%

93.9

%

80.6

%

98.0

%

94.1

%

93.5

%

(1) - Includes Other operating expenses and Other underwriting income (expense).

Gross Written Premiums

Gross written premiums increased $19.1 million for the three months ended September 30, 2015 compared to the same period in 2014 due to strong new business production and improving market conditions in our U.S. P&C operating segment, which increased 11.5%. This increase was specifically driven by our Environmental, Excess Casualty and Primary Casualty divisions, which increased  31.7%, 11.6% and 6.7%, respectively.

Gross written premiums increased $53.3 million for the nine months ended September 30, 2015 compared to the same period in 2014 due to the impacts discussed above for the quarter, offset by a decrease in our U.S. Marine and U.S. Professional Liability operating segments driven by difficult market conditions and our decision to exit the small lawyers professional liability business as well as a decrease in our real estate agents liability business as a result of a program termination.

Average renewal premium rates for our U.S. Insurance reporting segment for the three and nine months ended September 30, 2015 decreased 1.8% and 1.3%, respectively.  For the three months ended September 30, 2015, the decrease was primarily driven by a decline of 2.1%, 1.3% and 1.1% in our U.S. P&C, U.S. Marine and U.S. Professional Liability operating segments, respectively.  For the nine months ended September 30, 2015, the decrease was primarily driven by a decline of 2.1% and 1.3% in our U.S. Professional Liability and U.S. P&C operating segments, respectively.

Ceded Written Premiums

Ceded written premiums increased $2.1 million and $24.6 million for the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014. The increase for both the three and nine months ended September 30, 2015 was primarily due to two new proportional reinsurance programs implemented in the first quarter of 2015, covering products within our

29

U.S Marine operating segment, offset by a decrease in cessions in our U.S. P&C operating segment driven by change in our proportional reinsurance coverage on Excess Casualty, Environmental and Life Science divisions . Additionally, contributing to the increase was a new reinsurance program implemented in the fourth quarter of 2014, which includes proportional and excess-of-loss coverage on various products within our E&O division in our U.S. Professional Liability operating segment .  

Net Earned Premiums

Net earned premiums increased $12.0 million and $39.9 million for the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014.  The increase was primarily driven by continued growth in our Excess Casualty and Primary Casualty divisions of our U.S. P&C operating segment as well as reductions to reinsurance programs in our Excess Casualty division.  The increase in Net earned premiums was partially offset by the effect of new ceded reinsurance programs in our U.S. Marine and U.S. Professional Liability operating segments, as described above.

Net Losses and LAE

The Net losses and LAE reserves as of September 30, 2015 and December 31, 2014 are as follows:

U.S. Insurance

As of September 30, 2015

As of December 31, 2014

amounts in thousands

Marine

P&C

Professional

Liability

Total

Marine

P&C

Professional

Liability

Total

Total % Change

Case Reserves

$

69,067

$

162,634

$

38,642

$

270,343

$

74,699

$

144,334

$

56,501

$

275,534

(1.9

%)

IBNR Reserves

61,475

478,821

66,637

606,933

64,390

391,643

85,369

541,402

12.1

%

Total

$

130,542

$

641,455

$

105,279

$

877,276

$

139,089

$

535,977

$

141,870

$

816,936

7.4

%

The following tables present the impact of RRPs and reserve development on our Net losses and LAE ratio for the three and nine months ended September 30, 2015 and 2014:

U.S. Insurance

Three months ended September 30, 2015

Three months ended September 30, 2014

Professional

Professional

Point

Marine

P&C

Liability

Total

Marine

P&C

Liability

Total

Change

Net losses and LAE ratio, reported

30.3

%

66.1

%

64.0

%

59.8

%

49.9

%

65.3

%

64.1

%

61.9

%

(2.1

)

RRPs

(0.1

%)

(0.9

%)

0.0

%

(0.7

%)

(0.5

%)

(0.3

%)

0.0

%

(0.3

%)

(0.4

)

Net current AY release/(development)

0.0

%

0.0

%

0.0

%

0.0

%

(5.8

%)

(0.5

%)

0.0

%

(1.5

%)

1.5

Net prior AY release/(strengthening)

28.9

%

0.0

%

0.0

%

4.9

%

16.6

%

0.3

%

0.0

%

3.7

%

1.2

Net losses and LAE ratio, adjusted

59.1

%

65.2

%

64.0

%

64.0

%

60.2

%

64.8

%

64.1

%

63.8

%

0.2

U.S. Insurance

Nine months ended September 30, 2015

Nine months ended September 30, 2014

Professional

Professional

Point

Marine

P&C

Liability

Total

Marine

P&C

Liability

Total

Change

Net losses and LAE ratio, reported

39.0

%

66.8

%

51.7

%

60.1

%

47.5

%

67.3

%

57.1

%

61.2

%

(1.1

)

RRPs

(0.8

%)

(0.3

%)

0.0

%

(0.4

%)

(1.2

%)

(0.1

%)

0.0

%

(0.4

%)

(0.0

)

Net current AY release/(development)

0.0

%

(1.7

%)

0.0

%

(1.2

%)

(7.0

%)

(0.2

%)

0.0

%

(1.7

%)

0.5

Net prior AY release/(strengthening)

19.9

%

0.3

%

11.5

%

5.1

%

21.1

%

(2.0

%)

5.7

%

4.5

%

0.6

Net losses and LAE ratio, adjusted

58.1

%

65.1

%

63.2

%

63.6

%

60.4

%

65.0

%

62.8

%

63.6

%

(0.0

)

Our U.S. Insurance reporting segment recorded $5.0 million of current AY strengthening for the nine months ended September 30, 2015, on our U.S. Energy & Engineering division, within our U.S. P&C operating segment, related to a large loss as compared to $6.3 million for the same period in 2014.  The amount recorded for the nine months ended September 30, 2014 included $5.9 million of current AY strengthening in our U.S. Marine operating segment, however this was offset with $4.3 million prior AY reserve releases due to a reclass between prior AY and current AY.

30

Our U.S. Insurance reporting segment recorded $ 7.1 million of net prior AY reserve releases for the three months ended Sept ember 30, 2015, due to favorable loss emergence in the U.S. Marine operating segment .

Our U.S. Insurance reporting segment recorded $21.3 million of net prior AY reserve releases for the nine months ended September 30, 2015, primarily driven by $15.1 million and $5.2 million of reserve releases from our U.S. Marine and U.S. Professional Liability operating segments, respectively, due to a favorable loss emergence and to a lesser extent, a $1.5 million release of provision for uncollectible reinsurance due to payments of outstanding balances from one of our large reinsurers.

The changes in Net losses and LAE ratio, as adjusted, are primarily due to the mix of business earned.

Commission Expenses

The Commission expense ratio for the three months ended September 30, 2015 increased 0.7 points as compared to the same period in 2014, primarily driven by less ceded proportional reinsurance within our Excess Casualty division of our U.S. P&C operating segment, offset partially by changes in the proportional reinsurance programs across various product lines with increased cessions in our U.S. Marine and U.S. Professional Liability operating segments.  

The Commission expense ratio for the nine months ended September 30, 2015 increased 0.6 points compared to the same period in 2014.  The increase was primarily driven by the favorable effects noted above for the third quarter of 2015 partially offset by a benefit from increased profit commissions in 2015.

Other Operating Expenses

For the three and nine months ended September 30, 2015, Other operating expenses increased $3.8 million and $12.0 million, respectively, compared to the same periods in 2014, primarily driven by continued investment in our underwriting teams and support staff.

Int'l Insurance

The following tables summarize our Underwriting profit (loss) by operating segment for our Int'l Insurance reporting segment for the three and nine months ended September 30, 2015 and 2014:

Int'l Insurance

Three months ended September 30, 2015

Three months ended September 30, 2014

amounts in thousands

Marine

P&C

Professional

Liability

Total

Marine

P&C

Professional

Liability

Total

% Change

Total

Gross written premiums

$

41,002

$

37,449

$

20,337

$

98,788

$

41,593

$

35,399

$

17,169

$

94,161

4.9

%

Ceded written premiums

(10,985

)

(20,034

)

(6,785

)

(37,804

)

(6,924

)

(24,267

)

(5,416

)

(36,607

)

3.3

%

Net written premiums

30,017

17,415

13,552

60,984

34,669

11,132

11,753

57,554

6.0

%

Net earned premiums

$

36,792

$

16,879

$

14,862

$

68,533

$

40,207

$

14,300

$

11,771

$

66,278

3.4

%

Net losses and LAE

(23,002

)

(8,051

)

(8,129

)

(39,182

)

(14,657

)

(3,565

)

(6,688

)

(24,910

)

57.3

%

Commission expenses

(8,227

)

(2,779

)

(1,774

)

(12,780

)

(9,755

)

(2,565

)

(472

)

(12,792

)

(0.1

%)

Other operating expenses

(8,233

)

(6,604

)

(5,100

)

(19,937

)

(7,573

)

(5,675

)

(4,040

)

(17,288

)

15.3

%

Other underwriting

   income (expense)

-

-

-

-

1

-

-

1

NM

Underwriting profit (loss)

$

(2,670

)

$

(555

)

$

(141

)

$

(3,366

)

$

8,223

$

2,495

$

571

$

11,289

NM

Losses and LAE ratio

62.5

%

47.7

%

54.7

%

57.2

%

36.5

%

24.9

%

56.8

%

37.6

%

Commission expense ratio

22.4

%

16.5

%

11.9

%

18.6

%

24.3

%

17.9

%

4.0

%

19.3

%

Other operating

   expense ratio (1)

22.4

%

39.1

%

34.4

%

29.1

%

18.7

%

39.8

%

34.4

%

26.1

%

Combined ratio

107.3

%

103.3

%

101.0

%

104.9

%

79.5

%

82.6

%

95.2

%

83.0

%

NM - Percentage change not meaningful

(1) - Includes Other operating expenses and Other underwriting income (expense).

31

Int'l Insurance

Nine months ended September 30, 2015

Nine months ended September 30, 2014

amounts in thousands

Marine

P&C

Professional

Liability

Total

Marine

P&C

Professional

Liability

Total

% Change

Total

Gross written premiums

$

149,844

$

112,014

$

68,147

$

330,005

$

151,107

$

128,954

$

54,024

$

334,085

(1.2

%)

Ceded written premiums

(30,933

)

(60,676

)

(22,072

)

(113,681

)

(36,351

)

(80,015

)

(19,168

)

(135,534

)

(16.1

%)

Net written premiums

118,911

51,338

46,075

216,324

114,756

48,939

34,856

198,551

9.0

%

Net earned premiums

$

114,716

$

43,112

$

39,416

$

197,244

$

112,428

$

47,207

$

28,358

$

187,993

4.9

%

Net losses and LAE

(63,945

)

(17,015

)

(20,276

)

(101,236

)

(57,316

)

(20,460

)

(13,647

)

(91,423

)

10.7

%

Commission expenses

(26,912

)

(3,961

)

(4,618

)

(35,491

)

(29,763

)

(2,370

)

(523

)

(32,656

)

8.7

%

Other operating

   expenses

(21,677

)

(18,754

)

(13,881

)

(54,312

)

(20,454

)

(16,526

)

(10,803

)

(47,783

)

13.7

%

Other underwriting

   income (expense)

-

-

-

-

9

5

4

18

NM

Underwriting profit

   (loss)

$

2,182

$

3,382

$

641

$

6,205

$

4,904

$

7,856

$

3,389

$

16,149

(61.6

%)

Losses and LAE ratio

55.7

%

39.5

%

51.4

%

51.3

%

51.0

%

43.3

%

48.1

%

48.6

%

Commission expense

   ratio

23.5

%

9.2

%

11.7

%

18.0

%

26.5

%

5.0

%

1.8

%

17.4

%

Other operating

   expense ratio (1)

18.9

%

43.5

%

35.3

%

27.6

%

18.1

%

35.1

%

38.2

%

25.4

%

Combined ratio

98.1

%

92.2

%

98.4

%

96.9

%

95.6

%

83.4

%

88.1

%

91.4

%

NM - Percentage change not meaningful

(1) - Includes Other operating expenses and Other underwriting income (expense).

Gross Written Premiums

Gross written premiums increased $4.6 million for the three months ended September 30, 2015 compared to the same period in 2014, mostly driven by a growth in our Int'l Professional Liability operating segment, predominately due to operations in our new European offices, new business written and increased renewal premiums driven by increased line sizes across several client accounts.  In addition, the increase was due to our Int'l P&C operating segment growth from a new product line, Int'l Property.  These increases are partially offset by a decline in our Int'l Marine operating segment of $0.6 million, related primarily to rate reductions in our Protection & Indemnity, Hull, Specie and Marine Liability divisions.

Gross written premiums decreased $4.1 million for the nine months ended September 30, 2015 compared to the same period in 2014.  The decrease in Gross written premiums was primarily driven by a decline in our Int'l P&C operating segment of $16.9 million due to a decline in our NavTech division, offset partially by growth in the Int'l Professional Liability operating segment of $14.1 million, of which $9.5 million and $2.8 million relates to our E&O product line and new product line Warranties and Indemnities, respectively.

Average renewal premium rates for our Int'l Insurance segment for the three and nine months ended September 30, 2015 decreased 4.0% and 5.4%, respectively.  The decline for the three months was driven by decreases of 11.6% and 2.1% in our Int'l P&C and Int'l Professional Liability operating segments, respectively.  The decline for the nine months is driven by decreases of 10.3%, 4.5% and 2.1% in our Int'l P&C, Int'l Professional Liability and Int'l Marine operating segments, respectively.

Ceded Written Premiums

Ceded written premiums increased $1.2 million for the three months ended September 30, 2015, compared to the same period in 2014.  The increase is primarily due to our Transport product line within our Int'l Marine operating segment.  Ceded written premiums decreased $21.9 million for the nine months ended September 30, 2015, compared to the same period in 2014.  The decrease was primarily due to decreases in our proportional reinsurance program within each of our operating segments as well as a lower amount of current period RRP accruals compared with higher RRPs in our Int'l Marine operating segment in the prior year, primarily due to a

32

loss which involved the sinking of a vessel in South Korean waters of $3.9 million, $0.8 million for Rena and $0 .6 million for Costa Concordia, which resulted in a positive year over year effect.

Net Earned Premiums

Net earned premiums increased $2.3 million for the three months ended September 30, 2015 as compared to the same period in 2014.  This was driven by increases in our Int'l Professional Liability and Int'l P&C operating segments of $3.1 million and $2.6 million, respectively, offset by a decrease in our Int'l Marine operating segment of $3.4 million.  The increase in our Int'l Professional Liability operating segment was driven by continued growth, specifically in the E&O and Warranties & Indemnities product lines.  

Net earned premiums increased $9.3 million for the nine months ended September 30, 2015 as compared to the same period in 2014.  This increase was due to a lesser amount of RRP accruals in the current year and fully earned RRPs in the prior year of $4.8 million within our Int'l Marine operating segment, which had a favorable year over year effect.  In addition, there has been continued growth in our Int'l Professional Liability operating segment partially offset by the decline in our NavTech division within our Int'l P&C operating segment.

Net Losses and LAE

The Net losses and LAE reserves as of September 30, 2015 and December 31, 2014 are as follows:

Int'l Insurance

As of September 30, 2015

As of December 31, 2014

amounts in thousands

Marine

P&C

Professional

Liability

Total

Marine

P&C

Professional

Liability

Total

Total %

Change

Case Reserves

$

171,492

$

37,906

$

10,347

$

219,745

$

168,575

$

41,695

$

12,466

$

222,736

(1.3

%)

IBNR Reserves

71,114

17,793

61,648

150,555

75,673

21,391

49,712

146,776

2.6

%

Total

$

242,606

$

55,699

$

71,995

$

370,300

$

244,248

$

63,086

$

62,178

$

369,512

0.2

%

The following tables present the impact of RRPs and reserve development on our Net losses and LAE ratio for the three and nine months ended September 30, 2015 and 2014:

Int'l Insurance

Three months ended September 30, 2015

Three months ended September 30, 2014

Professional

Professional

Point

Marine

P&C

Liability

Total

Marine

P&C

Liability

Total

Change

Net losses and LAE ratio, reported

62.5

%

47.7

%

54.7

%

57.2

%

36.5

%

24.9

%

56.8

%

37.6

%

19.6

RRPs

0.1

%

0.0

%

0.0

%

0.0

%

0.8

%

(0.8

%)

0.0

%

0.2

%

(0.2

)

Net current AY release/(development)

(19.0

%)

0.0

%

0.0

%

(10.2

%)

0.0

%

0.0

%

0.0

%

0.0

%

(10.2

)

Net prior AY release/(strengthening)

9.6

%

(4.4

%)

0.0

%

4.1

%

17.3

%

22.5

%

0.0

%

15.4

%

(11.3

)

Net losses and LAE ratio, adjusted

53.2

%

43.3

%

54.7

%

51.1

%

54.6

%

46.6

%

56.8

%

53.2

%

(2.1

)

Int'l Insurance

Nine months ended September 30, 2015

Nine months ended September 30, 2014

Professional

Professional

Point

Marine

P&C

Liability

Total

Marine

P&C

Liability

Total

Change

Net losses and LAE ratio, reported

55.7

%

39.5

%

51.4

%

51.3

%

51.0

%

43.3

%

48.1

%

48.6

%

2.7

RRPs

0.9

%

0.3

%

0.0

%

0.5

%

(2.1

%)

(0.5

%)

0.0

%

(1.3

%)

1.8

Net current AY release/(development)

(8.4

%)

0.0

%

0.0

%

(4.9

%)

(8.9

%)

0.0

%

0.0

%

(5.4

%)

0.5

Net prior AY release/(strengthening)

5.3

%

3.7

%

2.1

%

4.3

%

14.6

%

2.7

%

9.5

%

10.9

%

(6.6

)

Net losses and LAE ratio, adjusted

53.5

%

43.5

%

53.5

%

51.2

%

54.6

%

45.5

%

57.6

%

52.8

%

(1.6

)

For the three months ended September 30, 2015, our Int'l Insurance reporting segment recorded $7.0 million of net current AY reserve development on Property & Indemnity product within our Int'l Marine operating segment.  

For the three months ended September 30, 2015, our Int'l Insurance reporting segment recorded $2.8 million of net prior AY reserve releases primarily driven by $3.5 million of reserve releases in our Int'l Marine operating segment, partially offset by net prior AY reserve strengthening of $0.7 million in our Int'l P&C operating segment.

33

For the nine months ended September 30, 2015, our Int'l Insurance reporting segment recorded $ 8.4 million of net prior AY reserve releases primarily driven by $ 6.0 million and $ 1.6 million of net reserve releases in our Int'l Marine and Int'l P&C operating segments, respectively, in connection with favorable loss emergence .

The changes in Net losses and LAE ratio, as adjusted, are primarily due to the mix of business earned.

Commission Expenses

The commission expense ratio for the three and nine months ended September 30, 2015 decreased 0.7 points and increased 0.6 points, respectively, as compared to the same periods in 2014, primarily driven by changes in our mix of business, changes in our proportional reinsurance programs, and to a lesser extent, higher profit commissions for certain products.

Other Operating Expenses

For the three and nine months ended September 30, 2015, Other operating expenses increased $2.6 million and $6.5 million, respectively, as compared to the same periods in 2014 due to investment in new underwriting initiatives in continental Europe including new underwriting offices in Rotterdam, Milan and Paris, and continued investment in new underwriting teams and support staff, partially offset by favorable foreign exchange rates.

GlobalRe

The following tables summarize our Underwriting profit (loss) for our GlobalRe reporting segment for the three and nine months ended September 30, 2015 and 2014:

GlobalRe

Three months ended

September 30,

amounts in thousands

2015

2014

% Change

Gross written premiums

$

36,491

$

33,585

8.7

%

Ceded written premiums

(566

)

(791

)

(28.4

%)

Net written premiums

35,925

32,794

9.5

%

Net earned premiums

$

43,140

$

48,669

(11.4

%)

Net losses and LAE

(22,224

)

(29,652

)

(25.1

%)

Commission expenses

(7,705

)

(8,831

)

(12.8

%)

Other operating expenses

(3,714

)

(3,940

)

(5.7

%)

Other underwriting income (expense)

395

122

NM

Underwriting profit (loss)

$

9,892

$

6,368

55.3

%

Losses and LAE ratio

51.5

%

60.9

%

Commission expense ratio

17.9

%

18.1

%

Other operating expense ratio (1)

7.7

%

7.9

%

Combined ratio

77.1

%

86.9

%

NM - Percentage change not meaningful

(1) - Includes Other operating expenses and Other underwriting income (expense).

34

GlobalRe

Nine months ended

September 30,

amounts in thousands

2015

2014

% Change

Gross written premiums

$

141,891

$

160,195

(11.4

%)

Ceded written premiums

(5,806

)

(4,665

)

24.5

%

Net written premiums

136,085

155,530

(12.5

%)

Net earned premiums

$

124,494

$

142,866

(12.9

%)

Net losses and LAE

(70,387

)

(92,331

)

(23.8

%)

Commission expenses

(23,042

)

(25,171

)

(8.5

%)

Other operating expenses

(11,975

)

(11,750

)

1.9

%

Other underwriting income (expense)

441

301

46.5

%

Underwriting profit (loss)

$

19,531

$

13,915

40.4

%

Losses and LAE ratio

56.5

%

64.6

%

Commission expense ratio

18.5

%

17.6

%

Other operating expense ratio (1)

9.3

%

8.1

%

Combined ratio

84.3

%

90.3

%

(1) - Includes Other operating expenses and Other underwriting income (expense).

Gross Written Premiums

Gross written premiums increased $2.9 million for the three months ended September 30, 2015 compared to the same period in 2014, primarily due to the new business opportunities within our A&H product line, partially offset by a decrease due to non-renewals in the Latin America ("LatAm") product line.

Gross written premiums decreased $18.3 million for the nine months ended September 30, 2015 compared to the same period in 2014, primarily due to the non-renewal of a significant multiple peril crop quota share treaty within the Agriculture product line and lower assumed RRPs compared to our prior year LatAm product line, partially offset by year over year increases in our A&H product line due to new business opportunities.

Ceded Written Premiums

Ceded written premiums decreased $0.2 million for the three months ended September 30, 2015, compared to the same period in 2014, primarily due to a premium adjustment on the 2014 Property Catastrophe retrocessional treaty for our LatAm product line.  Ceded written premiums increased $1.1 million for the nine months ended September 30, 2015 compared to the same period in 2014, primarily due to two additional retrocessional treaties written in 2015 for our LatAm product line as well as an increase in the retrocessional treaties, which includes our Property Treaty product line.

Net Earned Premiums

Net earned premiums decreased $5.5 million and $18.4 million for the three and nine months ended September 30, 2015 compared to the same periods in 2014.  These decreases were primarily due to the non-renewal of the crop quota share treaty noted above and less RRPs assumed than in prior year, partially offset by growth in our A&H, Professional Liability, LatAm and Property Treaty products.

Net Losses and LAE

The Net losses and LAE reserves as of September 30, 2015 and December 31, 2014 are as follows:

GlobalRe

As of

amounts in thousands

September 30,

2015

December 31, 2014

% Change

Case Reserves

$

27,907

$

31,108

(10.3

%)

IBNR Reserves

105,601

90,580

16.6

%

Total

$

133,508

$

121,688

9.7

%

35

The following tables present the impact of RRPs and reserve development on our Net losses and LAE ratio for the three and nine months ended September 30, 2015 and 2014:

GlobalRe

Three months ended Sept. 30,

Point

2015

2014

Change

Net losses and LAE ratio, reported

51.5

%

60.9

%

(9.4

)

RRPs

0.3

%

1.6

%

(1.3

)

Net current AY release/(development)

(1.2

%)

0.0

%

(1.2

)

Net prior AY release/(strengthening)

9.9

%

1.1

%

8.8

Net losses and LAE ratio, adjusted

60.5

%

63.6

%

(3.1

)

GlobalRe

Nine months ended Sept. 30,

Point

2015

2014

Change

Net losses and LAE ratio, reported

56.5

%

64.6

%

(8.1

)

RRPs

0.3

%

1.8

%

(1.5

)

Net current AY release/(development)

(0.4

%)

0.0

%

(0.4

)

Net prior AY release/(strengthening)

3.4

%

(1.5

%)

4.9

Net losses and LAE ratio, adjusted

59.8

%

64.9

%

(5.1

)

The favorable variance in adjusted Net losses and LAE ratio for the three months ended September 30, 2015 compared to the same period in 2014 was primarily driven by mix of business earned in the quarter related to A&H premium adjustment earnings which carried a higher loss ratio.  

The favorable variance in adjusted Net losses and LAE ratio for the nine months ended September 30, 2015 compared to the same period in 2014 was primarily driven by the non-renewal of the crop quota share treaty which carried a higher loss ratio, partially offset by the A&H premium adjustment noted above.  

Commission Expenses

The Commission expense ratio decreased 0.2 points for the three months ended September 30, 2015 compared to the same period in 2014, due to mix of business changes, particularly a decrease in A&H quota share business which carries a higher commission rate.  The Commission expense ratio increased 0.9 points for the nine months ended September 30, 2015 compared to the same period in 2014, resulting from an increase in A&H and LatAm products' profit commissions payable as well as the non-renewal of a significant multiple peril crop quota share treaty, within our Agriculture product line, which carried a lower commission rate. This was offset by a decrease in the A&H product line's assumed quota share business, as noted above.

Other Operating Expenses

Other operating expenses remained flat for the three and nine months ended September 30, 2015, compared to the same periods in 2014.

Capital Resources and Liquidity

Capital Resources

Our capital resources consist of funds deployed or available to be deployed to support our business operations.  As of September 30, 2015 and December 31, 2014, our capital resources were as follows:

As of

amounts in thousands

Sept.  30, 2015

December 31, 2014

Senior notes

$

263,544

$

263,440

Stockholders' equity

1,076,855

1,027,224

Total capitalization

$

1,340,399

$

1,290,664

Ratio of debt to total capitalization

19.7

%

20.4

%

36

We primarily rely upon dividends from our subsidiaries to meet our Parent Company's obligations.  Our Parent Company's cash obligations primarily consist of semi-annual (April and October) interest payments of $7.6 million on the Senior notes.  Going forward, the interest payments may be made from funds held at our Parent Company or dividends from its subsidiaries.

Navigators Insurance Company may pay dividends to our Parent Company out of its statutory earned surplus pursuant to statutory restrictions imposed under the New York insurance law.  As of September 30, 2015, the maximum amount available for the payment of dividends by Navigators Insurance Company in 2015 without prior regulatory approval is $91.7 million.

Navigators Corporate Underwriters, Ltd., our wholly-owned corporate member at Lloyd's, may pay dividends to our Parent Company up to the extent of available profits that have been distributed from the Syndicate.  As of September 30, 2015, that amount was $12.6 million (£8.0 million).

Senior Notes and Credit Facility

On October 4, 2013, we completed a public debt offering of $265.0 million of the 5.75% Senior notes and received net proceeds of $263.3 million. The effective interest rate related to the net proceeds received from the 5.75% Senior notes is approximately 5.86%.  Interest is payable on the 5.75% Senior notes each April 15 and October 15.

On November 6, 2014, NUAL entered into a credit facility for $8.0 million Australian Dollars with Barclays Bank PLC to fund its participation in the Syndicate. The facility is used to fund Australian underwriting obligations for the 2015 and prior underwriting years ("UWYs"). The facility contains customary covenants for facilities of this type, including a restriction on future encumbrances that are outside the ordinary course of business, and a requirement to maintain at least £75 million of Funds at Lloyd's. Interest is payable on the facility at a rate of 2% per annum above a floating rate tied to the average mid-rate for Australian bills of exchange administered by the Australian Financial Markets Association. The facility may be cancelled by either party after providing written notice.  As of September 30, 2015, our Company was in compliance with all covenants.

On November 24, 2014, our Company entered into a $175.0 million credit facility agreement with ING Bank N.V., London Branch, individually and as Administrative Agent, and a syndicate of lenders. The new credit facility amended and restated a $165.0 million letter of credit facility entered into by the parties on November 22, 2012.  The credit facility, which is denominated in USD, is utilized to fund our participation in the Syndicate by posting Funds at Lloyd's through letters of credit for the 2015 and 2016 UWYs, as well as open prior years.  The letters of credit issued under the facility can be denominated in GBP and their aggregate face amount will fluctuate based on exchange rates.  If any letters of credit remain outstanding under the facility after December 31, 2016, our Company would be required to post additional collateral to secure the remaining letters of credit.  As of September 30, 2015, letters of credit with an aggregate face amount of $148.5 million were outstanding under the credit facility and our Company had $1.0 million of cash collateral posted.

This credit facility contains customary covenants for facilities of this type, including restrictions on indebtedness and liens, limitations on mergers, dividends and the sale of assets, and requirements as to maintaining certain consolidated tangible net worth, statutory surplus and other financial ratios. The credit facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by our Company being false in any material respect, default under certain other indebtedness, certain insolvency or receivership events affecting our Company and its subsidiaries, the occurrence of certain material judgments, or a change in control of our Company. The letter of credit facility is secured by a pledge of the stock of certain insurance subsidiaries of our Company. To the extent the aggregate face amount issued under the credit facility exceeds the commitment amount; our Company is required to post collateral with the lead bank of the syndicate of lenders.

The applicable fee rate payable under the credit facility is based on a tiered schedule that is based on our Company's then-current financial strength ratings issued by S&P and A.M. Best and the amount of our Company's own collateral utilized to fund its participation in the Syndicate.

Shelf Registration

We generally maintain the ability to issue certain classes of debt and Equity securities via a universal shelf registration statement filed with the SEC, which is renewed every three years. The shelf registration provides us the means to access the debt and equity markets relatively quickly.  Our current shelf registration, which was filed on April 14, 2015 with the SEC, expires in 2018. This report is not an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

37

Consolidated Cash Flows

We believe that the cash flow generated by the operating activities of our subsidiaries will provide sufficient funds for us to meet our liquidity needs over the next twelve months.  Beyond the next twelve months, cash flow available to us may be influenced by a variety of factors, including general economic conditions and conditions in the insurance and reinsurance markets, as well as fluctuations from year to year in claims experience.

We believe that we have adequately managed our cash flow requirements related to reinsurance recoveries from their positive cash flows and the use of available short-term funds when applicable.  However, there can be no assurances that we will be able to continue to adequately manage such recoveries in the future or that collection disputes or reinsurer insolvencies will not arise that could materially increase the collection time lags or result in recoverable write-offs causing additional incurred losses and liquidity constraints to our Company.  The payment of gross claims and related collections from reinsurers with respect to large losses could significantly impact our liquidity needs.  However, in general, we expect to collect our paid reinsurance recoverables under the terms described above.  

Net cash provided by operating activities was $159.1 million for the nine months ended September 30, 2015 compared to $181.4 million for the same period in 2014.  The net decrease in cash flow from operations during the nine months ended September 30, 2015 was largely attributable to increased estimated federal tax payments associated with profitable underwriting results. Additionally, we experienced increased operating expenses paid resulting from increased headcount associated with the expansion of our business lines in our U.S. Insurance segment and into new European regions in our Int'l Insurance segment, offset by increased premium collections.  

Net cash used in investing activities was $181.8 million for the nine months ended September 30, 2015 compared to $194.1 million for the comparable period in 2014.  Fluctuations in cash provided by, or used in, investing activities is primarily due to changes in operating cash flows and the associated ongoing management of our investment portfolio.

Net cash provided by financing activities was $1.4 million for the nine months ended September 30, 2015 compared to $0.6 million for the comparable period in 2014. The fluctuation in cash provided by financing activities is primarily the result of transactions in our employee stock purchase plan.

Investments

Our investment portfolio is invested primarily in publicly traded, investment grade, fixed income securities with an average credit quality of AA-/Aa3 as rated by S&P or Moody's Investors Service ("Moody's").  As of September 30, 2015, our portfolio had a duration of 3.8 years.  Management periodically projects cash flow of the investment portfolio and other sources in order to maintain the appropriate levels of liquidity in an effort to ensure our ability to satisfy claims.  As of September 30, 2015 and December 31, 2014, all Fixed maturities and Equity securities held by us were classified as available-for-sale.

The portfolio is externally managed by independent, professional investment managers and is broadly diversified across geographies, sectors, and issuers. The primary objectives are to maximize total investment return in the context of preserving the statutory surplus of the insurance companies and enhancing shareholder value.  As part of our overall investment strategy, we seek to build a tax efficient investment portfolio.  As of September 30, 2015, the tax-exempt portion of our Fixed maturities portfolio was 20.9%.  The investments are subject to the oversight of the respective insurance companies' Boards of Directors and the Finance Committee of the Parent Company's Board of Directors.

We are a specialty insurance company and periods of moderate economic recession or inflation tend not to have a significant direct effect on underwriting operations.  They do, however, impact our investment portfolio.  A decrease in interest rates will tend to decrease our yield and have a positive effect on the fair value of our invested assets.  An increase in interest rates will tend to increase our yield and have a negative effect on the fair value of our invested assets.

38

The following table summarizes the composition of our investments at fair value:

Fair Value as of

amounts in thousands

Sept. 30, 2015

Dec. 31, 2014

% Change

Fixed maturities:

U.S. Treasury bonds, agency bonds and foreign

   government bonds

$

301,915

$

397,923

(24.1

%)

States, municipalities and political subdivisions

571,104

541,007

5.6

%

Mortgage-backed and asset-backed securities:

Agency mortgage-backed securities

360,198

364,622

(1.2

%)

Residential mortgage obligations

31,568

34,087

(7.4

%)

Asset-backed securities

197,934

206,413

(4.1

%)

Commercial mortgage-backed securities

204,876

206,318

(0.7

%)

Subtotal

$

794,576

$

811,440

(2.1

%)

Corporate bonds

729,392

615,564

18.5

%

Total fixed maturities

$

2,396,987

$

2,365,934

1.3

%

Equity securities

274,928

184,295

49.2

%

Short-term investments

233,142

179,506

29.9

%

Total investments

$

2,905,057

$

2,729,735

6.4

%

Invested assets increased from December 31, 2014 primarily due to strong operating cash flows and to a lesser extent a decrease in Treasury rates.  This was partially offset by spreads widening.  The decrease in U.S. Treasury, agency and foreign government bonds is due to a strategic reallocation to municipal and corporate bonds in an effort to enhance portfolio yield.  During 2015, operating cash flows were primarily invested in Equity securities to compensate for lower yields in fixed income.

The following table sets forth the amount of our Fixed maturities as of September 30, 2015 by S&P credit rating or, if an S&P rating is not available, the equivalent Moody's rating. The total rating is the weighted average quality rating for the Fixed maturities portfolio as a whole.

As of September 30, 2015

amounts in thousands

Rating

Fair Value

Amortized Cost

Rating description:

Extremely strong

AAA

$

435,330

$

435,805

Very strong

AA

1,019,705

998,357

Strong

A

683,626

675,586

Adequate

BBB

234,948

234,370

Speculative

BB & Below

23,348

23,024

Not rated

NR

30

30

Total

AA

$

2,396,987

$

2,367,172

The following table sets forth the composition of the non-government guaranteed Fixed maturities categorized by asset class and generally equivalent S&P and Moody's ratings (not all securities in our portfolio are rated by both S&P and Moody's) as of September 30, 2015:

As of September 30, 2015

amounts in thousands

AAA

AA

A

BBB

BB and below

NR

Fair Value

Amortized Cost

Municipal bonds

$

43,456

$

361,273

$

165,318

$

1,027

$

-

$

30

$

571,104

$

554,629

Agency residential mortgage-backed

-

360,198

-

-

-

-

360,198

353,910

Residential mortgage-backed

18,269

3,883

107

1,504

7,805

-

31,568

30,818

Asset-backed

125,808

17,609

48,496

6,021

-

-

197,934

198,189

Commercial mortgage-backed

151,782

25,071

28,023

-

-

-

204,876

200,499

Corporate bonds

12,304

51,224

423,925

226,396

15,543

-

729,392

722,727

Total

$

351,619

$

819,258

$

665,869

$

234,948

$

23,348

$

30

$

2,095,072

$

2,060,772

39

The following table sets forth our U.S. Treasury bonds, agency bonds and foreign government bonds, as well as our state, municipality and political subdivision bond holdings by sector:

As of September 30, 2015

amounts in thousands

Fair Value

Amortized Cost

U.S. Treasury bonds, agency bonds and foreign government bonds:

U.S. Treasury bonds

$

89,239

$

86,972

Agency bonds

111,601

109,884

Foreign government bonds

101,075

109,544

Total U.S. Treasury bonds, agency bonds and foreign government bonds

$

301,915

$

306,400

States, municipalities and political subdivisions:

General obligation

$

164,581

$

161,146

Prerefunded

25,813

24,675

Revenue

311,220

300,588

Taxable

69,490

68,220

Total States, municipalities and politcal subdivsions

$

571,104

$

554,629

We own $60.3 million of municipal securities, which are credit enhanced by various financial guarantors. As of September 30, 2015, the average underlying credit rating for these securities is AA-.  There has been no material adverse impact to our investment portfolio or results of operations as a result of downgrades of the credit ratings for several of the financial guarantors.

The following table sets forth our agency mortgage-backed securities ("AMBS") and residential mortgage-backed securities ("RMBS") issued by the Government National Mortgage Association ("GNMA"), Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC") and the quality category (prime, Alternative A-paper ("Alt-A") and subprime) for all other such investments as of September 30, 2015:

As of September 30, 2015

amounts in thousands

Fair Value

Amortized Cost

AMBS:

GNMA

$

71,452

$

69,928

FNMA

193,450

189,945

FHLMC

95,296

94,037

Total agency mortgage-backed securities

$

360,198

$

353,910

RMBS:

Prime

$

11,825

$

11,411

Alt-A and subprime

1,474

1,383

Non-U.S. RMBS

18,269

18,024

Total residential mortgage-backed securities

$

31,568

$

30,818

We analyze our mortgage-backed securities by credit quality of the underlying collateral distinguishing between the securities issued by FNMA, FHLMC and GNMA, which are federal government sponsored entities, and non-FNMA and non-FHLMC securities broken out by prime, Alt-A and subprime collateral.  The securities issued by FNMA and FHLMC are the obligations of each respective entity.  The U.S. Department of the Treasury has agreed to provide support to FNMA and FHLMC under a Preferred Stock Purchase Agreement by committing to make quarterly payments to these enterprises, if needed, to maintain a zero net worth.

Prime collateral consists of mortgages or other collateral from the most creditworthy borrowers.  Alt-A collateral consists of mortgages or other collateral from borrowers, which have a risk potential greater than prime but less than subprime.  The subprime collateral consists of mortgages or other collateral from borrowers with low credit ratings.  Such subprime and Alt-A categories are as defined by S&P.

40

Details of the collateral of our asset-backed securities portfolio as of September 30, 2015 are presented below:

As of September 30, 2015

amounts in thousands

Fair Value

Amortized Cost

Auto loans

$

29,711

$

29,451

Credit cards

41,277

41,273

Collateralized loan obligations

75,933

76,688

Time share

23,151

23,059

Miscellaneous

27,862

27,718

Total

$

197,934

$

198,189

We hold non-sovereign securities where the issuer is located in the Euro Area, an economic and monetary union of certain member states within the European Union that have adopted the Euro as their common currency. As of September 30, 2015, the fair value of such securities was $87.2 million, with an amortized cost of $86.7 million, representing 3.3% of our total Fixed maturities and equity portfolio.  Our largest exposure is in the Netherlands with a total of $39.8 million followed by France with a total of $25.8 million.  We have no direct exposure to Greece, Portugal, Italy or Spain within the Euro Area, or Ukraine or Russia as of September 30, 2015.

The following table summarizes the gross unrealized investment losses as of September 30, 2015 by length of time where the fair value was less than 80% of amortized cost:

As of September 30, 2015

Fixed

Equity

amounts in thousands

Maturities

Securities

Total

Less than twelve months

$

-

$

1,702

$

1,702

Longer than twelve months

5,147

-

5,147

Total

$

5,147

$

1,702

$

6,849

The longer than twelve months unrealized loss of $5.1 million is due to unfavorable foreign exchange movement in our Canadian portfolio.

Our Company had credit related OTTI losses of $1.3 million and $1.7 million from our equity portfolio during the three and nine months ended September 30, 2015.  Our Company did not have any credit related OTTI losses during the three and nine months ended September 30, 2014.  The fair value of our investment portfolio may fluctuate significantly in response to various factors such as changes in interest rates, investment quality ratings, equity prices, foreign exchange rates and credit spreads.  We do not have the intent to sell nor is it more likely than not that we will have to sell Fixed maturities in unrealized loss positions that are not other-than-temporarily impaired before recovery. For structured securities, default probability and severity assumptions differ based on property type, vintage and the stress of the collateral.  We do not intend to sell any of these securities and it is more likely than not that, we will not be required to sell these securities before the recovery of the amortized cost basis. For Equity securities, we also consider our intent to hold securities as part of the process of evaluating whether a decline in fair value represents an other-than-temporary decline in value. We may realize investment losses to the extent our liquidity needs require the disposition of Fixed maturity securities in unfavorable interest rate, liquidity or credit spread environments. Significant changes in the factors we consider when evaluating investments for impairment losses could result in a significant change in impairment losses reported in the Consolidated Financial Statements.

Critical Accounting Estimates

Our Company's Annual Report on Form 10-K for the year ended December 31, 2014 discloses our critical accounting estimates (refer to Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates ).

We believe the items that require the most subjective and complex estimates involve the reporting of:

·

The Reserves for losses and LAE (including losses that have occurred but were not reported to us by the financial reporting date)

·

Reinsurance recoverables, including a provision for uncollectible reinsurance

·

Written and unearned premiums

·

The recoverability of deferred tax assets

41

·

The impairment of investment securities

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The following updates our disclosure regarding foreign currency exchange rate risk as previously stated in our Company's 2014 Annual Report on Form 10-K.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate risk primarily related to foreign-denominated cash, cash equivalents and marketable securities, premiums receivable, reinsurance recoverables on paid and unpaid losses and LAE as well as Reserves for losses and LAE. The principal currencies creating foreign currency exchange risk for our operations are the British pound, the Euro and the Canadian dollar.  We manage our foreign currency exchange rate risk primarily through asset-liability matching.

There have been no material changes in foreign exchange rate risk from year-end.

Item 4. Controls and Procedures

(a)

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of such period our Company's disclosure controls and procedures are effective in identifying, on a timely basis, material information required to be disclosed in our reports filed or submitted under the Exchange Act.

(b)

There have been no changes during our third fiscal quarter in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our Company's internal control over financial reporting.

(c)

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

42

PART II - OTHE R INFORMATION

Item 1. Legal Proceedings

In the ordinary course of conducting business, our Company's subsidiaries are involved in various legal proceedings, either indirectly as insurers for parties or directly as defendants.  Most of these proceedings consist of claims litigation involving our Company's subsidiaries as either: (a) liability insurers defending or providing indemnity for third party claims brought against insureds or (b) insurers defending first party coverage claims brought against them.  Our Company accounts for such activity through the establishment of unpaid losses and LAE reserves.  Our Company's management believes that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and cost of defense, will not be material to our Company's Consolidated Balance Sheets, Consolidated Statements of Income or Consolidated Statements of Cash Flows.

Our Company's subsidiaries are also from time to time involved with other legal actions, some of which assert claims for substantial amounts.  These actions include claims asserting extra contractual obligations, such as claims involving allegations of bad faith in the handling of claims or the underwriting of policies.  In general, our Company believes it has valid defenses to these cases. Our Company's management expects that the ultimate liability, if any, with respect to future extra-contractual matters will not be material to our Consolidated Balance Sheets, Consolidated Statements of Income or Consolidated Statements of Cash Flows.  Nonetheless, given the large or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of litigation, an adverse outcome in such matters could, from time to time, have a material adverse outcome on our Company's Consolidated Statements of Income or Consolidated Statements of Cash Flows in a particular fiscal quarter or year.

Item 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in our Company's 2014 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

43

Item 6. Exhibits

Exhibit No.

Description of Exhibit

11-1

Computation of Per Share Earnings

*

31-1

Certification of CEO per Section 302 of the Sarbanes-Oxley Act

*

31-2

Certification of CFO per Section 302 of the Sarbanes-Oxley Act

*

32-1

Certification of CEO per Section 906 of the Sarbanes-Oxley Act (This exhibit is intended to be furnished in accordance with Regulation S-K item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference).

*

32-2

Certification of CFO per Section 906 of the Sarbanes-Oxley Act (This exhibit is intended to be furnished in accordance with Regulation S-K item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference).

*

101.INS

XBRL Instance Document

*

101.SCH

XBRL Taxonomy Extension Scheme

*

101.CAL

XBRL Taxonomy Extension Calculation Database

*

101.LAB

XBRL Taxonomy Extension Label Linkbase

*

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

*

101.DEF

XBRL Taxonomy Extension Definition Linkbase      

*

*

Included herein

44

Signat ures

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

The Navigators Group, Inc.

           (Company)

Dated:  November 6, 2015

By: 

/s/ Ciro M. DeFalco

Ciro M. DeFalco

Senior Vice President and Chief Financial Officer

45

Index to Exhibits

Exhibit No.

Description of Exhibit

11-1

Computation of Per Share Earnings

*

31-1

Certification of CEO per Section 302 of the Sarbanes-Oxley Act

*

31-2

Certification of CFO per Section 302 of the Sarbanes-Oxley Act

*

32-1

Certification of CEO per Section 906 of the Sarbanes-Oxley Act (This exhibit is intended to be furnished in accordance with Regulation S-K item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference).

*

32-2

Certification of CFO per Section 906 of the Sarbanes-Oxley Act (This exhibit is intended to be furnished in accordance with Regulation S-K item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference).

*

101.INS

XBRL Instance Document

*

101.SCH

XBRL Taxonomy Extension Scheme

*

101.CAL

XBRL Taxonomy Extension Calculation Database

*

101.LAB

XBRL Taxonomy Extension Label Linkbase

*

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

*

101.DEF

XBRL Taxonomy Extension Definition Linkbase      

*

*

Included herein

46