National Indemnity Company - Nebraska Department Of Insurance
CERTIFICATE OF ADOPTIONNotice of the proposed report for the financial examination ofNATIONAL INDEMNITY COMPANYdated as of December 31, 2016 verified under oath by the examiner-in-charge onApril 19, 2018 and received by the company on April 24, 2018, has been adoptedwithout modification as the final report pursuant to Neb. Rev. Stat. § 44-5906(3) (a).Dated this 9th day of May 2018.STATE OF NEBRASKADEPARTMENT OF INSURANCEJustin C. Schrader, CFEChief Financial Examiner
STATE OF NEBRASKADepartment of InsuranceEXAMINATION REPORTOFNATIONAL INDEMNITY COMPANYas ofDecember 31, 2016
TABLE OF CONTENTSSalutation . 1Introduction. 1Scope of Examination. 2Description of Company:History . 4Management and Control:Holding Company . 5Shareholder . 5Board of Directors. 6Officers . 7Committees . 7Transactions With Affiliates:Intercompany Services Agreements . 8Intercompany Investment Agreements . 9Revolving Loan Agreements . 10Consolidated Federal Income Tax Allocation Agreement . 11Territory and Plan of Operation . 11Reinsurance:Assumed - Affiliates . 12Assumed - Non-affiliates . 17Programs and Pools . 19Retroactive Reinsurance . 20Ceded - Affiliates . 22Ceded - Non-affiliates . 23Deposit Accounting. 23General . 24Body of Report:Growth . 25Financial Statements . 25Examination Changes in Financial Statements . 29Compliance With Previous Recommendations . 29Commentary on Current Examination Findings:Schedule F Penalty . 30Subsequent Event:Retro Agreement with AIG . 30Distribution of Subsidiary . 31Sale of Subsidiary . 31Acquisition. 31Summary of Comments and Recommendations . 32Acknowledgment . 33Addendum. 34
Omaha, NebraskaMarch 9, 2018Honorable Bruce R. RamgeDirector of InsuranceNebraska Department of Insurance941 “O” Street, Suite 220Lincoln, Nebraska 68508Dear Sir:Pursuant to your instruction and authorizations, and in accordance with statutoryrequirements, an examination has been conducted of the financial condition and business affairs of:NATIONAL INDEMNITY COMPANY1314 Douglas Street, Suite 1400Omaha, Nebraska 68102(hereinafter also referred to as the “Company”) and the report of such examination is respectfullypresented herein.INTRODUCTIONThe Company was last examined as of December 31, 2012 by the State of Nebraska. Thecurrent financial condition examination covers the intervening period to, and including, the closeof business on December 31, 2016, and includes such subsequent events and transactions as wereconsidered pertinent to this report. The States of Nebraska, Iowa, California, Colorado,Connecticut and New York participated in this examination and assisted in the preparation of thisreport.The same examination staff conducted concurrent financial condition examinations of thefollowing Company affiliates:Berkshire Hathaway Direct Insurance Company (BHDIC)Berkshire Hathaway Homestate Insurance Company (BHHIC)Berkshire Hathaway Life Insurance Company of Nebraska (BHLN)Berkshire Hathaway Specialty Insurance Company (BHSIC)BHG Life Insurance Company (BHGL)
Brookwood Insurance Company (BIC)Columbia Insurance Company (CIC)Continental Divide Insurance Company (CDIC)Cypress Insurance Company (CYP)Finial Reinsurance Company (FRC)First Berkshire Hathaway Life Insurance Company (FBHL)National Fire & Marine Insurance Company (NFM)National Indemnity Company of Mid-America (NIMA)National Indemnity Company of the South (NISO)National Liability & Fire Insurance Company (NLF)Oak River Insurance Company (ORIC)Redwood Fire and Casualty Insurance Company (RFC)SCOPE OF EXAMINATIONThis examination was conducted pursuant to and in accordance with both the NAICFinancial Condition Examiners Handbook (Handbook) and Section §44-5904(1) of the NebraskaInsurance Statutes. The Handbook requires that examiners plan and perform the examination toevaluate the financial condition and identify prospective risks of the Company by obtaininginformation about the Company including, but not limited to: corporate governance, identifyingand assessing inherent risks within the Company, and evaluating system controls and proceduresused to mitigate those risks. The examination also includes assessing the principles used andsignificant estimates made by management, as well as evaluating the overall financial statementpresentation and management’s compliance with Statutory Accounting Principles and AnnualStatement Instructions, when applicable to domestic state regulations.The examination was completed under coordination of the holding company groupapproach with the Nebraska Department of Insurance as the coordinating state and the CaliforniaDepartment of Insurance, Colorado Department of Insurance, Connecticut Department ofInsurance, Iowa Insurance Division and New York Department of Financial Services. Thecompanies examined under this approach benefit to a large degree from common management,2
systems and processes, internal control, and risk management functions that are administered atthe consolidated or business unit level.The coordinated examination applies procedures sufficient to comprise a full scopefinancial examination of each of the companies in accordance with the examination proceduresand standards promulgated by the NAIC and by the respective state insurance departments wherethe companies are domiciled. The objective is to enable each domestic state to report on theirrespective companies’ financial condition and to summarize key results of examinationprocedures.A general review was made of the Company’s operations and the manner in which itsbusiness has been conducted in order to determine compliance with statutory and charterprovisions. The Company’s history was traced and has been set out in this report under thecaption “Description of Company”. All items pertaining to management and control werereviewed, including provisions for disclosure of conflicts of interest to the Board of Directorsand the departmental organization of the Company. The Articles of Incorporation and By-Lawswere reviewed, including appropriate filings of any changes or amendments thereto. Theminutes of the meetings of the shareholders, Board of Directors and committees, held during theexamination period, were read and noted. Attendance at meetings, proxy information, electionof Directors and Officers, approval of investment transactions, and authorizations of salarieswere also noted.The fidelity bond and other insurance coverages protecting the Company’s property andinterests were reviewed, as were plans for employee welfare and pension. Certificates ofAuthority to conduct the business of insurance in the various states were inspected and a surveywas made of the Company’s general plan of operation.3
Data reflecting the Company's growth during the period under review, as developed fromthe Company's filed annual statements, is reflected in the financial section of this report underthe caption “Body of Report”.The Company's reinsurance facilities were ascertained and noted, and have beencommented upon in this report under the caption “Reinsurance”. Accounting records andprocedures were tested to the extent deemed necessary through the risk-focused examinationprocess. The Company’s method of claims handling and procedures pertaining to the adjustmentand payment of incurred losses were also noted.All accounts and activities of the Company were considered in accordance with the riskfocused examination process. This included a review of workpapers prepared by Deloitte &Touche LLP, the Company’s external auditors, during their audit of the Company’s accounts forthe years ended December 31, 2015 and 2016. Portions of the auditor’s workpapers have beenincorporated into the workpapers of the examiners and have been utilized in determining thescope and areas of emphasis in conducting the examination. This utilization was performedpursuant to Title 210 (Rules of the Nebraska Department of Insurance), Chapter 56, Section 013.Any failure of items to add to the totals shown in schedules and exhibits appearingthroughout this report is due to rounding.DESCRIPTION OF COMPANYHISTORYThe Company was organized under the laws of the State of Nebraska as a capital stockfire and casualty insurance company on April 26, 1940, and commenced business on May 1,1940. Stock control changed from founder Jack Ringwalt to Berkshire Hathaway Inc. (BHI) inMarch 1967.4
Under provisions of its amended charter and in conformity with Nebraska Statutes, theCompany is authorized to write all kinds of business prescribed by Section §44-201 of theNebraska Insurance Statutes except life, variable life, variable annuities, credit property, title,and mortgage guaranty insurance.MANAGEMENT AND CONTROLHolding CompanyThe Company is a member of an insurance holding company system as defined byNebraska Statute. An organizational listing flowing from the “Ultimate Controlling Person”,BHI, as reported in the 2016 Annual Statement, is attached to this report as an addendum.ShareholderThe Articles of Incorporation provide that, “the Corporation has authority not limited toany preemptive or other rights of its shareholders to issue an aggregate of seven hundred fiftythousand (750,000) shares of non-assessable common capital stock of the par value of ten dollars( 10.00) each ”As of December 31, 2016, Company records indicated that 550,000 shares were issuedand outstanding and that all were owned by BHI, for a total paid up capital of 5.5 million.There were no changes made to common capital stock during the years under review.Gross paid in and contributed surplus decreased 6.9 billion during the years under review to 19.9 billion as of December 31, 2016. The Company paid cash dividends during theexamination period totaling 2.5 billion for 2016; 4.0 billion for 2015; 3.5 billion for 2014;and 4 billion for 2013. The Company also paid a 4.17 billion dividend to BHI in 2015 in theform of unaffiliated common stock.5
Per Section 2 of the By-Laws, “the annual meeting of shareholders of the Corporationshall be held each year at a location, at a time and on a date set by the President of theCorporation, during the first five months of the calendar year.”Board of DirectorsThe Company’s By-Laws provide that, “the affairs and business of the Corporation shall bemanaged by a Board of such number of Directors not less than five (5) nor more than twenty-one(21) as may be fixed by the shareholders at each annual meeting or, if no number is so fixed, of fiveDirectors the majority of whom shall be residents of Nebraska ”The following persons were serving as Directors at December 31, 2016:Name and ResidencePrincipal OccupationJ. Michael GottschalkOmaha, NebraskaSecretary and Vice President of the CompanyMarc David HamburgOmaha, NebraskaChief Financial Officer of BHIAjit JainRye, New YorkExecutive Vice President of the CompanyDaniel Jerome JaksichPapillion, NebraskaController and Vice President of BHIBrian Gerard SnoverStamford, ConnecticutSenior Vice President of the CompanyPhilip Michael WolfOmaha, NebraskaSenior Vice President of the CompanyDonald Frederick WursterOmaha, NebraskaPresident of the CompanyNo fees or expenses were paid to the Directors during the period under review.6
OfficersThe Company’s By-Laws provide that, “the Officers shall be a President, one or more VicePresidents, a Secretary, one or more Assistant Secretaries, a Treasurer, and one or more AssistantTreasurers none of whom shall be required to be shareholders or Directors ”The following is a listing of Officers elected and serving the Company at December 31,2016:NameOfficeDonald Frederick WursterDale David GeistkemperJ. Michael GottschalkAjit JainScott Robert DoerrBrian Gerard SnoverPhilip Michael WolfFrances E GrayJohn Duane ArendtBruce John ByrnesJoseph Gerard CasaccioDavid Neil FieldsDavid Evan GovrinTracy Leigh GuldenMichael James LawlerKevin Donald LewisRaj Ramesh MehtaNancy Furey PetersKaren Lee RainwaterTy James ReilPeter Michael ShelleyRalph Tortorella IIIThomas Lyle YoungPresidentTreasurer and ControllerVice President and SecretaryExecutive Vice PresidentSenior Vice PresidentSenior Vice PresidentSenior Vice PresidentController and Assistant SecretaryVice President and Assistant SecretaryVice President and Assistant SecretaryVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentVice PresidentCommitteesThe Company’s By-Laws provide that, “the Board of Directors may designate anExecutive Committee, an Investment Committee and one or more other committees from amongthe Directors; and the Executive Committee and such other committees as are designated shall7
have such powers and rights and be charged with such duties and obligations respectively asusually are vested in and pertain to such committees.”The following persons were serving on the Executive Committee at December 31, 2016:Ajit JainDonald Frederick WursterThe following persons were serving on the Investment Committee at December 31, 2016:Marc David HamburgDonald Frederick WursterThe following persons were serving on the Audit Committee at December 31, 2016:J. Michael GottschalkDaniel Jerome JaksichTRANSACTIONS WITH AFFILIATESIntercompany Services AgreementsEffective March 1, 2011, the Company entered into an intercompany services agreementwith the following affiliates:Berkshire Hathaway Life Insurance Company of NebraskaColumbia Insurance CompanyNational Fire & Marine Insurance CompanyNational Indemnity Company of Mid-AmericaNational Indemnity Company of the SouthThis agreement replaced an intercompany services agreement that had been effectivefrom January 1, 1988. Under the terms of the new agreement, the Company performs variousservices for these affiliates, including: accounting, tax, internal and premium auditing,underwriting, claims, information technology, marketing, and support services. The Companyalso agrees to provide certain property, equipment, and facilities necessary in the conduct of theaffiliates’ operations; and also provides the personnel necessary for the affiliates to conduct theirnormal day-to-day operations. This relationship results in joint operating expenses that aresubject to allocation. The method of allocating these expenses is set forth in the intercompany8
services agreement. The charge to the affiliates for the services and facilities includes all directand directly allocable expenses, reasonably and equitably determined to be attributable to theaffiliates by the Company. The apportionment of costs is based upon the allocation of salary forCompany employees on a quarterly basis.The Company has various other intercompany service agreements with other affiliates.Billings for services under these agreements is substantially lower than the amount billed underthe agreement noted above. The wording and structure of these various agreements is verysimilar and the majority of the time the Company is providing administrative and special servicesto the affiliate.Intercompany Investment AgreementsEffective December 1, 2015, the Company became a participant in an Investment ServiceAgreement with BHI where BHI may perform various investment services for the Company.The Company is also a participant in various intercompany investment agreements withaffiliates and subsidiaries. The Company is deemed the “manager” in all of these agreements andrenders investment management services to the affiliates. The manager has extensive experiencein the management of investment portfolios and strives to achieve certain operating economiesand improve services to benefit all parties in the agreement. The terms, wording, and structureof these agreements follow the same format. It was noted that the amount billed by the Companyfor a few of the investment agreements are combined with the amount billed under theIntercompany Service Agreement, mentioned above. The intercompany investment agreementswhere the Company is the manager are listed below:Affiliated PartyEffective DateAtlanta International Insurance CompanyBA(GI) Limited99/1/20093/18/2014
Affiliated PartyEffective DateBerkshire Hathaway Assurance CorporationBerkshire Hathaway Direct Insurance CompanyBerkshire Hathaway International Insurance LimitedBerkshire Hathaway Reinsurance (Ireland) Designated Activity Co.British Insurance Company of CaymanBritish Insurance Company of Cayman (Canadian Branch)Commercial Casualty Insurance CompanyFinial Reinsurance CompanyFirst Berkshire Hathaway Life Insurance CompanyHawthorn Life Designated Activity CompanyNederlandse Reassurantie Groep N.V.NRG Victory Reinsurance LimitedThe Scottish Lion Insurance Company LimitedTenecom LimitedTransfercom LimitedUnited States Liability Insurance Company, Mount Vernon FireInsurance Company, Mount Vernon Specialty InsuranceCompany, and U.S. Underwriters Insurance 07The Company is also a participant in one additional intercompany investment agreementeffective as of March 1, 2007, with General Re-New England Asset Management, Inc. (NEAM). Inthis case, NEAM is the manager and the Company is the client. NEAM acts as investment traderwith the full power/authority to instruct any broker, dealers, or banks to sell certain designatedassets from time to time during the term of the agreement for set fees. In 2016, no payments weremade by the Company for investment services rendered by NEAM.Revolving Loan AgreementsThe Company has a number of revolving loan agreements with affiliates that total 9.3billion as of December 31, 2016. Under the terms of these agreements, the Company may loanthe affiliate up to the limit amounts listed below, with repayment of the loan and all accruedinterest by the maturity date. Each revolving loan shall bear interest for each interest period at arate per annum equal to the 30-day LIBOR rate plus a defined number of basis points.10
Affiliated PartyBerkshire Hathaway Inc.Finial Holding Inc.Northern States Agency, Inc.Berkshire Hathaway HomestateInsurance CompanyColumbia Insurance CompanyNational Fire & MarineInsurance Company12/31/2016RevolvingBalanceLoan Limit 9,207,688,340 008/1/2002-0 9,377,506,954Consolidated Federal Income Tax Allocation AgreementThe Company joins with a group of approximately eight hundred affiliated companies in thefiling of a consolidated federal income tax return. The consolidated tax liability is allocated amongthe affiliates in the ratio that each affiliate’s separate return tax liability bears to the sum of theseparate return liabilities. A complementary method is used which results in reimbursement byprofitable affiliates to loss affiliates for tax benefits generated by loss affiliates.A written agreement between the Company and BHI, effective April 15, 1996, describes themethod of allocation and the manner in which intercompany balances are settled.TERRITORY AND PLAN OF OPERATIONAs evidenced by current or continuous Certificates of Authority, the Company is licensed totransact the business of insurance in all states and the District of Columbia. Such authority islimited to reinsurance only in Hawaii and to reinsurance and surplus lines in Massachusetts, NewJersey, and New York. The Company is qualified as an acceptable surety on federal bonds.Primary business, commercial automobile, general liability, and commercial multi-peril, isproduced through affiliated and unaffiliated general agents currently under contract with theCompany, and through some independent brokers. Underwriting for commercial automobile andgeneral liability is performed at the home office in Omaha, Nebraska.11
In addition, various corporate products, excess of loss, and professional liability capacityincluding terrorism, aircraft, directors’ and officers’ liability, errors and omissions coverages, areoffered. The primary underwriting and claims activities for this business are conducted through theCompany’s reinsurance division located in Stamford, Connecticut.The Company continues to write aviation risks in accordance with a pool members’agreement between Global Aerospace Underwriting Managers Limited, Global Aerospace, Inc.,and the Company. The territory includes all jurisdictions in which the Company has beengranted a license to write aviation risks. This business is written through Global AerospaceUnderwriting Managers Limited and Global Aerospace, Inc., who are acting as agents for thisbusiness.Reinsurance assumed is the primary source of premium volume, including quota shareassumptions from affiliates, "super-cat" covers, catastrophe excess property risks, and various otherfacultative and quota share treaties with other insurance companies, syndicates, and pools. Theseassumptions are negotiated through the Company's reinsurance division located in Stamford,Connecticut. The Company also assumes large retroactive reinsurance reserves from affiliated andunaffiliated insurers.REINSURANCEAssumed – AffiliatesThe Company has numerous quota share and excess of loss arrangements with itsaffiliates that are structured on both facultative and automatic terms. Affiliated reinsurancearrangements are negotiated and administered through the Company’s Omaha corporateaccounting office. Assumed affiliated reinsurance activities compromised 79% of the total12
assumed premiums in 2016, as well as 64% of total assumed reserves as of December 31, 2016.The more significant arrangements are described below.Effective January 1, 2014, the Company entered into two separate agreementsindividually with its affiliates GEICO Casualty Company, GEICO Indemnity Company,Government Employees Insurance Company, GEICO Advantage Insurance Company, GEICOSecure Insurance Company and GEICO Choice Insurance Company (collectively referred to as“GEICO Group”). Under the first agreement, the Company assumed 50% of the totaloutstanding loss and loss adjustment expense reserves of GEICO Group as of December 31,2013. Under the second agreement, the Company assumes 50% of unearned premium reserves ofGEICO Group as of January 1, 2014 and assumes a continuous 50% quota share of all premiumswritten thereafter subject to a commission allowance equal to the proportional actualunderwriting expenses incurred by GEICO Group for the assumed premium.Effective January 1, 1998, the Company entered into an excess of loss reinsuranceagreement with its affiliate, NFM. An amendment effective January 1, 2007 calls for NFM tocede 100% of NFM's liabilities in excess of 100 million per occurrence that arose from NFM'scontracts with per occurrence limits in excess of 100 million.Effective January 1, 2005, the Company entered into two agreements with GeneralReinsurance Corporation and its affiliates. The first agreement is a 40% share of liability, whichis 80% of the reinsurer’s liability, on a quota share agreement. This contract covers all nonCanadian lines of insurance and reinsurance written by Gen Re. The second Gen Re agreementis a 40% share of non-Canadian liability, which is 80% of the reinsurer’s liability, of a lossportfolio agreement. The Company’s aggregate limit on this assumption is equal to the losstransfer payment plus 4 billion.13
Effective December 31, 2005, the Company entered into two reinsurance agreementswith The Medical Protective Corp. (Med Pro). Under the first agreement, the Company assumed25% of MedPro’s then outstanding net loss and loss adjustment expenses. Under the secondagreement, the Company assumed a continuous 25% quota share subject to an aggregateassumed limit for each calendar year equal to three times the earned premium ceded to theCompany for that calendar accident year. Effective January 1, 2014, CIC, an affiliate, novatedit’s MedPro quota share and loss portfolio reinsurance to the Company. Similar to theCompany’s agreements, CIC had assumed a 25% quota share of the December 31, 2005outstanding loss and loss adjustment expenses and a 25% quota share of all premiums writtenthereafter. Subsequent to the MedPro novation, the Company amended its agreements withMedPro effective January 1, 2014, from the 50% share (the Company’s original 25% share plusCIC’s novated 25% share) to a 75% share for both agreements.Effective January 1, 2007, the Company entered into two reinsurance agreements with itsaffiliates; United States Liability Insurance Company, Mount Vernon Fire Insurance Company,and U.S. Underwriters Insurance Company, collectively referred to as “USLI.” Under the firstagreement, the Company assumed 50% of the outstanding loss and loss adjustment expensereserves of USLI with an aggregate limit of approximately 888 million. Under the secondagreement, the Company assumed 50% of USLI’s unearned premium reserves, losses, lossadjustment expenses, and underwriting expenses incurred after the effective date with anaggregate limit equal to three times the subject net earned premium ceded for the calendaraccident year.Effective December 31, 2012, the Company entered into a loss portfolio agreement withits affiliates; AmGUARD Insurance Company, EastGUARD Insurance Company, NorGUARD14
Insurance Company, and WestGUARD Insurance Company, collectively referred to as“GUARD.” Under the agreement, the Company assumed 50% of GUARD’s aggregate unpaidultimate net loss and loss adjustment expense under all lines of insurance and reinsurance up toan aggregate limit of approximately 781 million. Also, effective January 1, 2013, the Companyentered into a Quota Share Agreement of Reinsurance with GUARD effective January 1, 2013whereby the Company assumed 50% of GUARD’s December 31, 2012 net unearned premiumless associated underwriting expenses and assumes a continuing 50% quota share of GUARD’snet written premium thereaft
Continental Divide Insurance Company (CDIC) Cypress Insurance Company (CYP) Finial Reinsurance Company (FRC) . National Liability & Fire Insurance Company (NLF) Oak River Insurance Company (ORIC) Redwood Fire and Casualty Insurance Company (RFC) SCOPE OF EXAMINATION : This examination was conducted pursuant to and in accordance with both the NAIC
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NEBRASKA DEPARTMENT OF INSURANCE . JANUARY 1, 2013 THROUGH DECEMBER 31, 2013 . This document is an official public record of the State of Nebraska, issued by . . Lincoln, Nebraska 68509 . 402-471-2111, FAX 402-471-3301 . www.auditors.nebraska.gov. NEBRASKA DEPARTMENT OF INSURANCE .
ILWU-PMA COASTWISE INDEMNITY PLAN 34607_Coastwise 2/12/04 9:46 AM Page 1. Coastwise Indemnity Plan Hospital-Medical-Surgical Benefits This is a description of benefits provided under the ILWU-PMA Welfare Plan Self Funded Programs Coastwise Indemnity Plan. TheFile Size: 452KB
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