President and Chief Executive Officer Scott Carmilani commented, "Allied World is off to a strong start in 2015. Our North American Insurance segment continues to gain scale and see attractive rate increases. We are pleased to have completed our acquisitions of the RSA Hong Kong and Singapore operations and are looking forward to completing the combination of our platforms as we continue to grow our Global Markets Insurance segment."
|
First Quarter Summary (Unaudited) |
||||||||||
| (Expressed in millions of U.S. dollars, except per share amounts) | Three Months Ended March 31, | |||||||||
| Diluted per share | ||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||
| Net income | $124.4 | $177.0 | $1.27 | $1.74 | ||||||
| Add after tax effect of: | ||||||||||
| Net realized investment gains | (42.6) | (47.2) | (0.44) | (0.46) | ||||||
| Foreign exchange loss | 9.9 | 0.1 | 0.10 | 0.00 | ||||||
| Operating income | $91.7 | $129.9 | $0.93 | $1.28 | ||||||
First Quarter Operating Results
-
Gross premiums written were $880.6 million, a 2.3% decrease compared to $901.4 million in the first quarter of 2014. This was driven by a decline in the Reinsurance segment, partially offset by growth in both the North American Insurance and Global Markets Insurance segments.
- The North American Insurance segment grew by 10.1% led by growth across casualty lines, including Defense Base Act, offset in part by a continued decrease in healthcare insurance.
- The Global Markets Insurance segment grew by 11.9% on a constant dollar basis and 3.8% on an as reported basis, driven by new lines of business, including onshore construction and marine liability, as well as growth across existing lines including general casualty and professional liability.
- The Reinsurance segment decreased by 11.6% driven largely by the non-renewal of business, including certain property and crop treaties.
- Net premiums earned were $568.5 million, a 7.2% increase compared to $530.3 million in the first quarter of 2014 as the company retained more premium on a net basis.
- Underwriting income was $67.5 million compared to $106.9 million in the first quarter of 2014.
- The company did not experience any reportable catastrophe losses for the first quarter of 2015 or the comparable quarter last year, but did experience attritional property and aviation losses.
- The combined ratio was 88.1% compared to 79.9% in the first quarter of 2014.
- The loss and loss expense ratio was 57.2% in the first quarter of 2015 compared to 51.9% in the prior year quarter. During the first quarter of 2015, the company recorded net favorable reserve development on prior loss years of $63.6 million, a benefit of 11.2 percentage points to the loss and loss expense ratio, compared to $48.9 million a year ago, a benefit of 9.2 percentage points.
- The company's expense ratio was 30.9% for the first quarter of 2015 compared to 28.0% for the first quarter of 2014. The increase was largely driven by the impact of a higher stock price on compensation expense.
- Foreign exchange losses were $9.9 million for the first quarter of 2015 compared to $0.1 million for the first quarter of 2014, largely driven by hedges the company placed on the British pound sterling purchase price of the RSA acquisitions as well as strengthening of the U.S. dollar against other currencies.
Investment Results
- The total financial statement return on the company's investment portfolio for the three months ended March 31, 2015 was 1.0% compared to 1.2% for the three months ended March 31, 2014.
- Net investment income decreased 6.4% in the quarter compared to the prior year quarter, driven by lower income derived from equity method investments owned through Allied World Financial Services.
- See the table below for the components of the investment returns:
| (Expressed in millions of U.S. dollars, except percentages) | Three Months Ended March 31, | |||||
| 2015 |
|
2014 |
||||
| Net investment income | $44.6 | $47.6 | ||||
| Net realized investment gains | 45.0 | 54.2 | ||||
| Total financial statement portfolio return | $89.6 | $101.8 | ||||
| Average invested assets | $8,615.0 | $8,498.0 | ||||
| Financial statement portfolio return | 1.0 % | 1.2% | ||||
| Note: Net investment income, realized gains and unrealized gains are disclosed on a pre-tax basis. |
Shareholders' Equity
- As of March 31, 2015, the company’s total shareholders' equity grew to $3,829.1 million, compared to $3,778.3 million as of December 31, 2014.
- As of March 31, 2015, diluted book value per share was $38.99, an increase of 1.9% compared to $38.27 as of December 31, 2014.
- Annualized net income return on average shareholders' equity was 13.1% for the quarter, compared to 19.8% for the comparable quarter last year.
Capital Management
- During the first quarter of 2015, the company repurchased 1,271,213 of its common shares through its open market share repurchase program at an average price of $40.08 per share and an aggregate cost of $50.9 million.
- In May 2014, the company’s shareholders approved four quarterly dividends equal to $0.225 per share. The fourth and last dividend was paid on April 2, 2015. Pending shareholder approval at the Annual Shareholder Meeting scheduled for April 30, 2015, the annual dividend payment will increase 15% to $1.04 per share from $0.90 per share.
Supplementary Information
Allied World has provided both a Financial Supplement and an Investment Supplement as of March 31, 2015. This information is available in the "Investor Relations" section of the company's website at www.awac.com.
Conference Call
Allied World will host a conference call on Thursday, April 23, 2015 at 9:00 a.m. (Eastern Time) to discuss the results for the first quarter ended March 31, 2015. The public may access a live webcast of the conference call at the "Investor Relations" section of the company's website at www.awac.com. In addition, the conference call can be accessed by dialing (888) 317-6003 (U.S. callers) or (412) 317-6061 (international callers) and entering the passcode 2239296 approximately ten minutes prior to the call.
A replay of the call will be available through Friday, May 8, 2015 by dialing (877) 344-7529 (U.S. callers and Canada) or (412) 317-0088 (international callers) and entering the passcode 10062718. In addition, the webcast will also remain available online through Friday, May 8, 2015 at www.awac.com.
Non-GAAP Financial Measures
In presenting the company's results, management has included and discussed in this press release certain non-generally accepted accounting principles ("non-GAAP") financial measures within the meaning of Regulation G as promulgated by the U.S. Securities and Exchange Commission. Management believes that these non-GAAP measures, which may be defined differently by other companies, better explain the company's results of operations in a manner that allows for a more complete understanding of the underlying trends in the company's business. However, these measures should not be viewed as a substitute for those determined in accordance with generally accepted accounting principles ("U.S. GAAP").
"Operating income" is an internal performance measure used in the management of the company's operations and represents after-tax operational results excluding, as applicable, net realized investment gains or losses, net foreign exchange gain or loss, and other non-recurring items. The company excludes net realized investment gains or losses, net foreign exchange gain or loss, and other non-recurring items from the calculation of operating income because these amounts are heavily influenced by and fluctuate in part according to the availability of market opportunities and other factors. In addition to presenting net income determined in accordance with U.S. GAAP, the company believes that showing operating income enables investors, analysts, rating agencies and other users of the company's financial information to more easily analyze our results of operations and underlying business performance. Operating income should not be viewed as a substitute for U.S. GAAP net income.
The company has included "diluted book value per share" because it takes into account the effect of dilutive securities; therefore, the company believes it is an important measure of calculating shareholder returns.
"Annualized net income return on average shareholders' equity" ("ROAE") is calculated using average shareholders' equity, excluding the average after tax unrealized gains (or losses) on investments. Unrealized gains (losses) on investments are primarily the result of interest rate and credit spread movements and the resultant impact on fixed income securities. Such gains (losses) are not related to management actions or operational performance, nor are they likely to be realized. Therefore, the company believes that excluding these unrealized gains (losses) provides a more consistent and useful measurement of operating performance, which supplements U.S. GAAP information. In calculating ROAE, the net income (loss) available to shareholders for the period is multiplied by the number of such periods in a calendar year in order to arrive at annualized net income (loss) available to shareholders. The company presents ROAE as a measure that is commonly recognized as a standard of performance by investors, analysts, rating agencies and other users of its financial information.
"Annualized operating return on average shareholders' equity" is calculated using operating income (as defined above and annualized in the manner described for net income (loss) available to shareholders under ROAE above) and average shareholders' equity, excluding the average after tax unrealized gains (losses) on investments. Unrealized gains (losses) are excluded from equity for the reasons outlined in the annualized net income return on average shareholders' equity explanation above.
Reconciliations of these financial measures to their most directly comparable U.S. GAAP measures are included in the attached tables.
About Allied World Assurance Company
Allied World Assurance Company Holdings, AG, through its subsidiaries and brand known as Allied World, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions. Allied World offers superior client service through a global network of offices and branches. All of Allied World's rated insurance and reinsurance subsidiaries are rated A by A.M. Best Company, A by Standard & Poor's, and A2 by Moody's, and our Lloyd's Syndicate 2232 is rated A+ by Standard & Poor's and AA- by Fitch.
Please visit the following for further information on Allied World: Web: www.awac.com | Facebook: www.facebook.com/alliedworld | LinkedIn: http://www.linkedin.com/company/Allied-World.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this press release reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in these statements. For example, our forward-looking statements could be affected by risks that the RSA acquisitions disrupt each company's current plans and operations; the ability to retain key personnel; the ability to recognize the benefits of the RSA acquisitions; the amounts of costs, fees, expenses, and charges related to the RSA acquisitions; pricing and policy term trends; increased competition; the adequacy of our loss reserves; negative rating agency actions; greater frequency or severity of unpredictable catastrophic events; the impact of acts of terrorism and acts of war; the company or its subsidiaries becoming subject to significant income taxes in the United States or elsewhere; changes in regulations or tax laws; changes in the availability, cost or quality of reinsurance or retrocessional coverage; adverse general economic conditions; and judicial, legislative, political and other governmental developments, as well as management's response to these factors, and other factors identified in our filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We are under no obligation (and expressly disclaim any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.
| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG | ||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||
| (Expressed in thousands of United States dollars, except share and per share amounts) | ||||||||||
|
Quarter Ended March 31, |
||||||||||
| 2015 | 2014 | |||||||||
| Revenues: | ||||||||||
| Gross premiums written | $ | 880,614 | $ | 901,393 | ||||||
| Premiums ceded | (108,086 | ) | (129,779 | ) | ||||||
| Net premiums written | 772,528 | 771,614 | ||||||||
| Change in unearned premiums | (203,980 | ) | (241,329 | ) | ||||||
| Net premiums earned | 568,548 | 530,285 | ||||||||
| Net investment income | 44,551 | 47,619 | ||||||||
| Net realized investment gains | 45,025 | 54,205 | ||||||||
| Other income | 854 |
— |
||||||||
| Total revenues | 658,978 | 632,109 | ||||||||
| Expenses: | ||||||||||
| Net losses and loss expenses | 325,176 | 275,286 | ||||||||
| Acquisition costs | 78,699 | 67,722 | ||||||||
| General and administrative expenses | 97,138 | 80,340 | ||||||||
| Other expense | 1,823 | — | ||||||||
| Amortization of intangible assets | 633 | 633 | ||||||||
| Interest expense | 14,337 | 14,534 | ||||||||
| Foreign exchange loss | 9,897 | 49 | ||||||||
| Total expenses | 527,703 | 438,564 | ||||||||
| Income before income taxes | 131,275 | 193,545 | ||||||||
| Income tax expense | 6,919 | 16,573 | ||||||||
| NET INCOME | $ | 124,356 | $ | 176,972 | ||||||
| PER SHARE DATA: | ||||||||||
| Basic earnings per share | $ | 1.30 | $ | 1.78 | ||||||
| Diluted earnings per share | $ | 1.27 | $ | 1.74 | ||||||
| Weighted average common shares outstanding | 95,935,551 | 99,545,187 | ||||||||
| Weighted average common shares and common share equivalents outstanding | 97,577,029 | 101,584,662 | ||||||||
| Dividends paid per share (1) | $ | 0.225 | $ | 0.167 | ||||||
|
(1) |
A dividend of $0.225 was also paid on April 2, 2015 to shareholders of record on March 24, 2015. |
| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG | ||||||||||
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||
| (Expressed in thousands of United States dollars, except share and per share amounts) | ||||||||||
| As of | As of | |||||||||
| March 31, | December 31, | |||||||||
| ASSETS: | 2015 | 2014 | ||||||||
| Fixed maturity investments trading, at fair value | $ | 6,288,897 | $ | 6,069,010 | ||||||
| Equity securities trading, at fair value | 856,652 | 844,163 | ||||||||
| Other invested assets | 926,407 | 955,509 | ||||||||
| Total investments | 8,071,956 | 7,868,682 | ||||||||
| Cash and cash equivalents | 565,001 | 670,310 | ||||||||
| Insurance balances receivable | 773,394 | 664,815 | ||||||||
| Funds held | 479,909 | 724,021 | ||||||||
| Prepaid reinsurance | 318,838 | 360,732 | ||||||||
| Reinsurance recoverable | 1,350,311 | 1,340,256 | ||||||||
| Reinsurance recoverable on paid losses | 107,071 | 86,075 | ||||||||
| Accrued investment income | 28,267 | 28,456 | ||||||||
| Net deferred acquisition costs | 187,246 | 151,546 | ||||||||
| Goodwill | 280,725 | 278,258 | ||||||||
| Intangible assets | 49,274 | 46,298 | ||||||||
| Balances receivable on sale of investments | 46,822 | 47,149 | ||||||||
| Net deferred tax assets | 29,922 | 33,615 | ||||||||
| Other assets | 329,050 | 121,350 | ||||||||
| Total assets | $ | 12,617,786 | $ | 12,421,563 | ||||||
| LIABILITIES: | ||||||||||
| Reserve for losses and loss expenses | $ | 5,905,110 | $ | 5,881,165 | ||||||
| Unearned premiums | 1,717,399 | 1,555,313 | ||||||||
| Reinsurance balances payable | 184,322 | 180,060 | ||||||||
| Balances due on purchases of investments | 34,396 | 5,428 | ||||||||
| Senior notes | 798,881 | 798,802 | ||||||||
| Other long-term debt | 19,730 | 19,213 | ||||||||
| Dividends payable | 21,528 | 21,669 | ||||||||
| Accounts payable and accrued liabilities | 107,353 | 181,622 | ||||||||
| Total liabilities | 8,788,719 | 8,643,272 | ||||||||
| SHAREHOLDERS' EQUITY: | ||||||||||
|
Common shares: 2015 and 2014: par value CHF 4.10 per share (2015: 100,299,454; 2014: |
406,088 | 408,020 | ||||||||
| Treasury shares, at cost (2015: 4,854,785; 2014: 4,579,774) | (162,356 | ) | (143,075 | ) | ||||||
| Retained earnings | 3,585,335 | 3,513,346 | ||||||||
| Total shareholders' equity | 3,829,067 | 3,778,291 | ||||||||
| Total liabilities and shareholders' equity | $ | 12,617,786 | $ | 12,421,563 | ||||||
| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG | ||||||||||||||||
| UNAUDITED CONSOLIDATED SEGMENT DATA | ||||||||||||||||
| (Expressed in thousands of United States dollars, except for ratio information) | ||||||||||||||||
| North American | Global Markets | |||||||||||||||
| Three Months Ended March 31, 2015 | Insurance | Insurance | Reinsurance | Total | ||||||||||||
| Gross premiums written | $ | 380,767 | $ | 60,562 | $ | 439,285 | $ | 880,614 | ||||||||
| Net premiums written | 296,883 | 42,895 | 432,750 | 772,528 | ||||||||||||
| Net premiums earned | 312,970 | 50,040 | 205,538 | 568,548 | ||||||||||||
| Net losses and loss expenses | (195,479 | ) | (20,510 | ) | (109,187 | ) | (325,176 | ) | ||||||||
| Acquisition costs | (31,032 | ) | (7,008 | ) | (40,659 | ) | (78,699 | ) | ||||||||
| General and administrative expenses | (59,288 | ) | (18,025 | ) | (19,825 | ) | (97,138 | ) | ||||||||
| Underwriting income | 27,171 | 4,497 | 35,867 | 67,535 | ||||||||||||
| Other insurance-related income | 854 | — | — |
854 |
||||||||||||
| Other insurance-related expense | (855 | ) | (968 | ) | — | (1,823 | ) | |||||||||
| Segment income | 27,170 | 3,529 | 35,867 | 66,566 | ||||||||||||
| Net investment income | 44,551 | |||||||||||||||
| Net realized investment gains | 45,025 | |||||||||||||||
| Amortization of intangible assets | (633 | ) | ||||||||||||||
| Interest expense | (14,337 | ) | ||||||||||||||
| Foreign exchange loss | (9,897 | ) | ||||||||||||||
| Income before income taxes | $ | 131,275 | ||||||||||||||
| GAAP Ratios: | ||||||||||||||||
| Loss and loss expense ratio | 62.5 | % | 41.0 | % | 53.1 | % | 57.2 | % | ||||||||
| Acquisition cost ratio | 9.9 | % | 14.0 | % | 19.8 | % | 13.8 | % | ||||||||
| General and administrative expense ratio | 18.9 | % | 36.0 | % | 9.6 | % | 17.1 | % | ||||||||
| Expense ratio | 28.8 | % | 50.0 | % | 29.4 | % | 30.9 | % | ||||||||
| Combined ratio | 91.3 | % | 91.0 | % | 82.5 | % | 88.1 | % | ||||||||
| North American | Global Markets | |||||||||||||||
| Three Months Ended March 31, 2014 | Insurance | Insurance | Reinsurance | Total | ||||||||||||
| Gross premiums written | $ | 345,912 | $ | 58,397 | $ | 497,084 | $ | 901,393 | ||||||||
| Net premiums written | 247,152 | 31,047 | 493,415 | 771,614 | ||||||||||||
| Net premiums earned | 265,451 | 35,011 | 229,823 | 530,285 | ||||||||||||
| Net losses and loss expenses | (161,172 | ) | (4,389 | ) | (109,725 | ) | (275,286 | ) | ||||||||
| Acquisition costs | (23,675 | ) | (2,879 | ) | (41,168 | ) | (67,722 | ) | ||||||||
| General and administrative expenses | (47,615 | ) | (14,582 | ) | (18,143 | ) | (80,340 | ) | ||||||||
| Underwriting income | 32,989 | 13,161 | 60,787 | 106,937 | ||||||||||||
| Other insurance-related income | — |
— |
— |
— |
||||||||||||
| Other insurance-related expense | — | — | — | — | ||||||||||||
| Segment income | 32,989 | 13,161 | 60,787 | 106,937 | ||||||||||||
| Net investment income | 47,619 | |||||||||||||||
| Net realized investment gains | 54,205 | |||||||||||||||
| Amortization of intangible assets | (633 | ) | ||||||||||||||
| Interest expense | (14,534 | ) | ||||||||||||||
| Foreign exchange loss | (49 | ) | ||||||||||||||
| Income before income taxes | $ | 193,545 | ||||||||||||||
| GAAP Ratios: | ||||||||||||||||
| Loss and loss expense ratio | 60.7 | % | 12.5 | % | 47.7 | % | 51.9 | % | ||||||||
| Acquisition cost ratio | 8.9 | % | 8.2 | % | 17.9 | % | 12.8 | % | ||||||||
| General and administrative expense ratio | 17.9 | % | 41.6 | % | 7.9 | % | 15.2 | % | ||||||||
| Expense ratio | 26.8 | % | 49.8 | % | 25.8 | % | 28.0 | % | ||||||||
| Combined ratio | 87.5 | % | 62.3 | % | 73.5 | % | 79.9 | % | ||||||||
| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG | ||||||||||
| UNAUDITED OPERATING INCOME RECONCILIATION | ||||||||||
| (Expressed in thousands of United States dollars, except share and per share amounts) | ||||||||||
| Three Months Ended March 31, | ||||||||||
| 2015 | 2014 | |||||||||
| Net income | $ | 124,356 | $ | 176,972 | ||||||
| Add after tax effect of: | ||||||||||
| Net realized investment gains | (42,572 | ) | (47,164 | ) | ||||||
| Foreign exchange loss | 9,897 | 49 | ||||||||
| Operating income | $ | 91,681 | $ | 129,857 | ||||||
| Weighted average common shares outstanding: | ||||||||||
| Basic | 95,935,551 | 99,545,187 | ||||||||
| Diluted | 97,577,029 | 101,584,662 | ||||||||
| Basic per share data: | ||||||||||
| Net income | $ | 1.30 | $ | 1.78 | ||||||
| Add after tax effect of: | ||||||||||
| Net realized investment gains | (0.44 | ) | (0.47 | ) | ||||||
| Foreign exchange loss | 0.10 | 0.00 | ||||||||
| Operating income | $ | 0.96 | $ | 1.31 | ||||||
| Diluted per share data: | ||||||||||
| Net income | $ | 1.27 | $ | 1.74 | ||||||
| Add after tax effect of: | ||||||||||
| Net realized investment gains | (0.44 | ) | (0.46 | ) | ||||||
| Foreign exchange loss | 0.10 | 0.00 | ||||||||
| Operating income | $ | 0.93 | $ | 1.28 | ||||||
| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG | ||||||||||
| UNAUDITED DILUTED BOOK VALUE PER SHARE RECONCILIATION | ||||||||||
| (Expressed in thousands of United States dollars, except share and per share amounts) | ||||||||||
| As of | As of | |||||||||
| March 31, | December 31, | |||||||||
| 2015 | 2014 | |||||||||
| Price per share at period end | $ | 40.40 | $ | 37.92 | ||||||
| Total shareholders' equity | $ | 3,829,067 | $ | 3,778,291 | ||||||
| Basic common shares outstanding | 95,444,669 | 96,195,482 | ||||||||
| Add: unvested restricted share units | 843,607 | 502,506 | ||||||||
| Add: performance based equity awards | 596,224 | 616,641 | ||||||||
| Add: employee share purchase plan | 30,504 | 42,176 | ||||||||
| Add: dilutive options outstanding | 2,212,247 | 2,426,674 | ||||||||
| Weighted average exercise price per share | $ | 16.73 | $ | 16.41 | ||||||
| Deduct: options bought back via treasury method | (916,111 | ) | (1,050,151 | ) | ||||||
| Common shares and common share | ||||||||||
| equivalents outstanding | 98,211,140 | 98,733,328 | ||||||||
| Basic book value per common share | $ | 40.12 | $ | 39.28 | ||||||
| Diluted book value per common share | $ | 38.99 | $ | 38.27 | ||||||
| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG | ||||||||||
| UNAUDITED ANNUALIZED RETURN ON SHAREHOLDERS' EQUITY RECONCILIATION | ||||||||||
| (Expressed in thousands of United States dollars, except for percentage information) | ||||||||||
| Three Months Ended March 31, | ||||||||||
| 2015 | 2014 | |||||||||
| Opening shareholders' equity | $ | 3,778,291 | $ | 3,519,826 | ||||||
| Deduct: accumulated other comprehensive income | — | — | ||||||||
| Adjusted opening shareholders' equity | 3,778,291 | 3,519,826 | ||||||||
| Closing shareholders' equity | $ | 3,829,067 | $ | 3,616,678 | ||||||
| Deduct: accumulated other comprehensive income | — |
— |
||||||||
| Adjusted closing shareholders' equity | 3,829,067 | 3,616,678 | ||||||||
| Average shareholders' equity | $ | 3,803,679 | $ | 3,568.252 | ||||||
| Net income available to shareholders | $ | 124,356 | $ | 176,972 | ||||||
| Annualized net income available to shareholders | 497,424 | 707,888 | ||||||||
| Annualized return on average shareholders' equity - | ||||||||||
| net income available to shareholders | 13.1 | % | 19.8 | % | ||||||
| Operating income available to shareholders | $ | 91,681 | $ | 129,857 | ||||||
| Annualized operating income available to shareholders | 366,724 | 519,428 | ||||||||
| Annualized return on average shareholders' equity - | ||||||||||
| operating income available to shareholders | 9.6 | % | 14.6 | % | ||||||