Argo Group International Holdings, Ltd. (Form: 10-Q, Received: 11/12/2013 15:55:24)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-15259

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

Bermuda

98-0214719

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

110 Pitts Bay Road

Pembroke HM08

Bermuda

P.O. Box HM 1282

Hamilton HM FX

Bermuda

(Address of principal executive offices)

(Mailing Address)

(441) 296-5858

(Registrant’s telephone number, including area code)

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 ¨

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 ¨

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate the number of shares outstanding (net of treasury shares) of each of the issuer’s classes of common shares as of November 5, 2013


Title		Outstanding
Common Shares, par value $1.00 per share		26,625,705

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

INDEX


PART I.	FINANCIAL INFORMATION	3

Item 1.	Consolidated Financial Statements (unaudited)

	Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012	3

	Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012	4

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 4.	Controls and Procedures	49

PART II.	OTHER INFORMATION	50

Item 1.	Legal Proceedings	50

Item 1a.	Risk Factors	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 3.	Defaults Upon Senior Securities	51

Item 4.	Mine Safety Disclosures	51

Item 5.	Other Information	51

Item 6.	Exhibits	52

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

CONSOLIDATED BALANCE SHEETS

(in millions, except number of shares and per share amounts)


	September 30, 2013			December 31, 2012*
	(Unaudited)
Assets
Investments:
Fixed maturities, at fair value:
Available-for-sale (cost: 2013 - $2,757.9; 2012 - $2,993.1)	$	2,811.9		$	3,154.0
Equity securities, at fair value (cost: 2013 - $386.5; 2012 - $373.5)		580.8			521.4
Other investments (cost: 2013 - $366.9; 2012 - $294.8)		371.2			291.0
Short-term investments, at fair value (cost: 2013 - $286.3; 2012 - $234.3)		286.3			234.3

Total investments		4,050.2			4,200.7

Cash		141.6			95.8
Accrued investment income		25.3			30.3
Premiums receivable		426.4			361.0
Reinsurance recoverables		1,257.2			1,320.9
Goodwill		153.8			153.8
Intangible assets, net of accumulated amortization		87.3			91.5
Current income taxes receivable, net		15.3			12.9
Deferred acquisition costs, net		115.3			99.4
Ceded unearned premiums		231.0			193.6
Other assets		147.2			129.0

Total assets	$	6,650.6		$	6,688.9

Liabilities and Shareholders’ Equity
Reserves for losses and loss adjustment expenses	$	3,222.9		$	3,223.5
Unearned premiums		847.0			730.2
Accrued underwriting expenses		126.0			105.0
Ceded reinsurance payable, net		412.2			612.1
Funds held		44.4			33.7
Senior unsecured fixed rate notes		143.8			143.8
Other indebtedness		64.9			63.8
Junior subordinated debentures		193.3			193.3
Deferred tax liabilities, net		30.7			43.8
Other liabilities		38.0			25.6

Total liabilities		5,123.2			5,174.8

Shareholders’ equity:
Common shares - $1.00 par, 500,000,000 shares authorized; 34,028,008 and 31,384,271 shares issued at September 30, 2013 and December 31, 2012, respectively		34.0			31.4
Additional paid-in capital		825.3			722.7
Treasury shares (7,408,601 and 6,459,613 shares at September 30, 2013 and December 31, 2012, respectively)		(244.2	)		(205.5	)
Retained earnings		760.5			776.0
Accumulated other comprehensive income, net of taxes		151.8			189.5

Total shareholders’ equity		1,527.4			1,514.1

Total liabilities and shareholders’ equity	$	6,650.6		$	6,688.9

*	Derived from audited consolidated financial statements

See accompanying notes.

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF INCOME

(in millions, except number of shares and per share amounts)

(Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2013			2012			2013			2012
Premiums and other revenue:
Earned premiums	$	330.5		$	304.3		$	962.2		$	871.8
Net investment income		24.1			28.9			77.3			90.3
Fee income, net		0.3			3.0			0.5			4.8
Net realized investment gains		9.1			8.3			29.6			18.7

Total revenue		364.0			344.5			1,069.6			985.6

Expenses:
Losses and loss adjustment expenses		190.9			186.3			554.1			527.9
Other reinsurance-related expenses		4.6			7.0			14.4			20.8
Underwriting, acquisition and insurance expenses		126.7			118.0			378.0			346.3
Interest expense		5.1			5.8			15.1			17.0
Foreign currency exchange gain (loss)		3.8			9.7			(5.2	)		2.8

Total expenses		331.1			326.8			956.4			914.8

Income before income taxes		32.9			17.7			113.2			70.8
Provision for income taxes		1.9			4.3			17.8			13.8

Net income	$	31.0		$	13.4		$	95.4		$	57.0

Net income per common share:
Basic	$	1.16		$	0.48		$	3.54		$	2.02

Diluted	$	1.12		$	0.47		$	3.41		$	1.98

Dividend declared per common share:	$	0.15		$	0.12		$	0.45		$	0.36

Weighted average common shares:
Basic		26,682,176			27,751,140			26,961,792			28,265,456

Diluted		27,819,550			28,333,796			27,993,335			28,713,124


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2013			2012			2013			2012
Net realized investment gains before other-than-temporary impairment losses	$	9.2		$	9.4		$	34.9		$	20.7

Other-than-temporary impairment losses recognized in earnings
Other-than-temporary impairment losses on fixed maturities		0.0			(1.1	)		(0.3	)		(1.4	)
Other-than-temporary impairment losses on equity securities		(0.1	)		0.0			(1.6	)		(0.6	)
Other-than-temporary impairment losses on other investments		0.0			0.0			(3.4	)		0.0
Non-credit portion of losses recognized in other comprehensive income		0.0			0.0			0.0			0.0

Impairment losses recognized in earnings		(0.1	)		(1.1	)		(5.3	)		(2.0	)

Net realized investment gains	$	9.1		$	8.3		$	29.6		$	18.7

See accompanying notes.

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

(Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2013			2012			2013			2012
Net income	$	31.0		$	13.4		$	95.4		$	57.0

Other comprehensive income (loss):
Foreign currency translation adjustments		(0.3	)		0.9			(2.2	)		(2.4	)
Defined benefit pension plan:
Net loss arising during the period		0.0			0.0			0.0			(0.9	)
Unrealized gains (losses) on securities:
Gains (losses) arising during the period		23.2			64.6			(34.8	)		106.9
Reclassification adjustment for gains included in net income		(3.3	)		(1.7	)		(18.3	)		(11.1	)

Other comprehensive income (loss) before tax		19.6			63.8			(55.3	)		92.5
Income tax provision related to other comprehensive income:
Defined benefit pension plan:
Net loss arising during the period		0.0			0.0			0.0			(0.3	)
Unrealized gains (losses) on securities:
Gains (losses) arising during the period		5.4			17.6			(10.9	)		31.7
Reclassification adjustment for gains included in net income		(2.0	)		(0.4	)		(6.7	)		(3.2	)

Income tax provision related to other comprehensive income		3.4			17.2			(17.6	)		28.2

Other comprehensive income (loss), net of tax		16.2			46.6			(37.7	)		64.3

Comprehensive income	$	47.2		$	60.0		$	57.7		$	121.3

See accompanying notes.

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


	For the Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities:
Net income	$	95.4		$	57.0
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Amortization and depreciation		28.8			27.9
Share-based payments expense		17.8			7.9
Excess tax expense from share-based payment arrangements		(0.2	)		0.0
Deferred income tax provision, net		4.4			2.6
Net realized investment gains		(29.6	)		(18.7	)
Loss on disposals of fixed assets, net		0.2			0.3
Change in:
Accrued investment income		5.0			3.5
Receivables		(3.5	)		34.6
Deferred acquisition costs		(15.5	)		(6.2	)
Ceded unearned premiums		(38.5	)		(33.9	)
Reserves for losses and loss adjustment expenses		1.4			(74.6	)
Unearned premiums		118.8			129.4
Ceded reinsurance payable and funds held		(188.3	)		(63.4	)
Income taxes		(2.3	)		(10.1	)
Accrued underwriting expenses		27.6			13.2
Other, net		(24.5	)		(6.0	)

Cash (used) provided by operating activities		(3.0	)		63.5

Cash flows from investing activities:
Sales of fixed maturity investments		1,308.0			886.9
Maturities and mandatory calls of fixed maturity investments		224.2			364.9
Sales of equity securities		65.0			9.1
Sales of other investments		5.8			2.5
Purchases of fixed maturity investments		(1,264.7	)		(1,147.3	)
Purchases of equity securities		(71.4	)		(91.4	)
Purchases of other investments		(71.2	)		(12.7	)
Change in foreign regulatory deposits and voluntary pools		0.6			(20.2	)
Change in short-term investments		(76.1	)		(78.8	)
Settlements of foreign currency exchange forward contracts		(6.4	)		(0.6	)
Purchases of fixed assets		(19.1	)		(26.9	)
Acquisition of subsidiaries		0.0			(1.4	)
Other, net		4.5			2.7

Cash provided (used) by investing activities		99.2			(113.2	)

Cash flows from financing activities:
Proceeds from issuance of senior unsecured fixed rate notes, net		0.0			139.2
Activity under stock incentive plans		1.4			0.7
Repurchase of Company’s common shares		(40.1	)		(38.6	)
Excess tax expense from share-based payment arrangements		0.2			0.0
Payment of cash dividends to common shareholders		(11.8	)		(9.3	)

Cash (used) provided by financing activities		(50.3	)		92.0

Effect of exchange rate changes on cash		(0.1	)		(0.5	)

Change in cash		45.8			41.8
Cash, beginning of period		95.8			100.9

Cash, end of period	$	141.6		$	142.7

See accompanying notes.

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Basis of Presentation

The accompanying consolidated financial statements of Argo Group International Holdings, Ltd. (“Argo Group,” “we” or the “Company”) and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. The preparation of interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The major estimates reflected in our consolidated financial statements include, but are not limited to, the reserves for losses and loss adjustment expenses, reinsurance recoverables, including the reinsurance recoverables allowance for doubtful accounts, estimates of written and earned premiums, reinsurance premium receivable, the fair value of investments and the assessment of potential impairment, the valuation of goodwill and intangibles and our deferred tax asset valuation allowance. Actual results could differ from those estimates. Certain financial information that normally is included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on February 28, 2013.

The interim financial information as of, and for the three and nine months ended, September 30, 2013 and 2012 is unaudited. However, in the opinion of management, the interim information includes all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results presented for the interim periods. The operating results for the interim periods are not necessarily indicative of the results to be expected for the full year. All significant intercompany amounts have been eliminated in consolidation.

2.	Recently Issued Accounting Standards

In December 2011, with further clarification issued in January 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting update requiring disclosures about offsetting and related arrangements to enable users of financial statements to understand the effect of those arrangements on its financial position. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This update is applicable to derivatives including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending arrangements. The update was effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The disclosures required by this update should be provided retrospectively for all comparative periods presented. The adoption of this update did not have an impact on our financial results and disclosures.

In July 2012, the FASB issued an accounting update that allows an entity the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If the more-likely-than-not threshold is met, an entity is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with accounting guidance. The update was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption was permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of this update did not have an impact on our financial results and disclosures.

In February 2013, the FASB issued an accounting update to improve the reporting of reclassifications out of accumulated other comprehensive income. An entity is required to report the effect of significant reclassifications, by component, out of accumulated other comprehensive income on the respective line items in net income if the item is required under GAAP to be reclassified in its entirety in the same reporting period. The required disclosures of the update are allowed either in the Statement of Income or in the notes. The amendments in the update were effective for reporting periods beginning after December 15, 2012. See Note 6, “Accumulated Other Comprehensive Income” for the required disclosures.

In February 2013, the FASB issued amendments to “Liabilities” (Topic 405) in order to resolve diversity in practice related to accounting for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The amendments require an entity to measure the liability as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors, and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, but early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the update’s scope that exist at the beginning of an entity’s fiscal year of adoption. We do not anticipate this update will have an impact on our financial results and disclosures.

In March 2013, the FASB issued an amendment to “Consolidation” (Topic 810) to resolve the diversity in practice related to the release of the cumulative translation adjustment into net income when a parent sells a part of all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments in the update are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013, but early adoption is permitted. The amendments should be applied prospectively to derecognition events occurring after the effective date with no adjustment to prior periods. We do not anticipate this update will have an impact on our financial results and disclosures.

3.	Investments

Composition of Invested Assets

The amortized cost, gross unrealized gains, gross unrealized losses and fair value of investments as of September 30, 2013 and December 31, 2012 were as follows:


September 30, 2013			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(in millions)	Cost		Gains		Losses		Value
Fixed maturities
USD denominated:
U.S. Governments	$	275.0	$	3.0	$	0.4	$	277.6
Non-U.S. Governments		76.2		0.4		2.4		74.2
Obligations of states and political subdivisions		597.5		24.3		13.5		608.3
Credit-Financial		385.8		15.3		2.3		398.8
Credit-Industrial		383.4		15.5		3.8		395.1
Credit-Utility		173.6		5.9		1.4		178.1
Structured securities:
CMO/MBS-agency ⁽¹⁾		233.4		10.1		1.5		242.0
CMO/MBS-non agency		20.3		0.8		0.0		21.1
CMBS ⁽²⁾		161.5		3.2		1.1		163.6
ABS-residential ⁽³⁾		7.6		0.3		0.5		7.4
ABS-non residential		100.8		0.6		0.1		101.3
Foreign denominated:
Governments		227.5		5.2		4.0		228.7
Credit		115.3		3.1		2.7		115.7

Total fixed maturities		2,757.9		87.7		33.7		2,811.9
Equity securities		386.5		197.4		3.1		580.8
Other investments		366.9		4.3		0.0		371.2
Short-term investments		286.3		0.0		0.0		286.3

Total investments	$	3,797.6	$	289.4	$	36.8	$	4,050.2


December 31, 2012			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(in millions)	Cost		Gains		Losses		Value
Fixed maturities
USD denominated:
U.S. Governments	$	401.1	$	9.3	$	0.0	$	410.4
Non-U.S. Governments		53.1		3.6		0.1		56.6
Obligations of states and political subdivisions		551.7		44.9		0.5		596.1
Credit-Financial		382.4		25.7		0.7		407.4
Credit-Industrial		428.4		31.1		0.7		458.8
Credit-Utility		189.9		12.6		0.4		202.1
Structured securities:
CMO/MBS-agency ⁽¹⁾		375.1		20.2		0.2		395.1
CMO/MBS-non agency		12.5		1.0		0.2		13.3
CMBS ⁽²⁾		109.5		5.7		0.2		115.0
ABS-residential ⁽³⁾		10.1		0.2		0.8		9.5
ABS-non residential		81.3		1.2		0.0		82.5
Foreign denominated:
Governments		262.1		9.2		4.3		267.0
Credit		135.9		6.1		1.8		140.2

Total fixed maturities		2,993.1		170.8		9.9		3,154.0
Equity securities		373.5		153.0		5.1		521.4
Other investments		294.8		1.2		5.0		291.0
Short-term investments		234.3		0.1		0.1		234.3

Total investments	$	3,895.7	$	325.1	$	20.1	$	4,200.7

⁽¹⁾	Collateralized mortgage obligations/mortgage-backed securities (“CMO/MBS”).

⁽²⁾	Commercial mortgage-backed securities (“CMBS”).

⁽³⁾	Asset-backed securities (“ABS”).

Included in total investments at September 30, 2013 and December 31, 2012 is $89.2 million and $143.9 million, respectively, of assets (at fair value) managed on behalf of the trade capital providers, who are third party capital participants that provide underwriting capital to our Syndicate 1200 segment.

Contractual Maturity

The amortized cost and fair values of fixed maturity investments as of September 30, 2013, by contractual maturity, were as follows:


(in millions)	Amortized Cost		Fair Value
Due in one year or less	$	203.3	$	205.3
Due after one year through five years		1,170.0		1,196.3
Due after five years through ten years		607.8		629.6
Thereafter		253.2		245.3
Structured securities		523.6		535.4

Total	$	2,757.9	$	2,811.9

The expected maturities may differ from the contractual maturities because debtors may have the right to call or prepay obligations.

Unrealized Losses and Other-Than-Temporary Impairments

An aging of unrealized losses on our investments at September 30, 2013 and December 31, 2012 is presented below:


September 30, 2013	Less Than One Year				One Year or Greater				Total
(in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Fixed maturities
USD denominated:
U.S. Governments	$	36.8	$	0.4	$	0.0	$	0.0	$	36.8	$	0.4
Non-U.S. Governments ⁽²⁾		51.3		2.4		0.0		0.0		51.3		2.4
Obligations of states and political subdivisions		216.9		13.5		0.0		0.0		216.9		13.5
Credit-Financial ⁽²⁾		82.6		2.3		1.3		0.0		83.9		2.3
Credit-Industrial		95.9		3.6		2.5		0.2		98.4		3.8
Credit-Utility ⁽²⁾		34.9		1.4		0.0		0.0		34.9		1.4
Structured securities:
CMO/MBS-agency ⁽²⁾		44.6		1.5		0.2		0.0		44.8		1.5
CMBS		45.5		1.1		0.0		0.0		45.5		1.1
ABS-residential		0.0		0.0		3.9		0.5		3.9		0.5
ABS-non residential		60.2		0.1		0.0		0.0		60.2		0.1
Foreign denominated:
Governments		174.4		4.0		0.0		0.0		174.4		4.0
Credit		81.7		2.7		0.0		0.0		81.7		2.7

Total fixed maturities		924.8		33.0		7.9		0.7		932.7		33.7
Equity securities		54.3		3.1		0.0		0.0		54.3		3.1
Other investments ⁽¹⁾		0.0		0.0		0.0		0.0		0.0		0.0
Short-term investments ⁽¹⁾		2.2		0.0		0.0		0.0		2.2		0.0

Total	$	981.3	$	36.1	$	7.9	$	0.7	$	989.2	$	36.8

⁽¹⁾	Unrealized losses less than one year are less than $0.1 million.

⁽²⁾	Unrealized losses one year or greater are less than $0.1 million.


December 31, 2012	Less Than One Year				One Year or Greater				Total
(in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Fixed maturities
USD denominated:
U.S. Governments ⁽¹⁾	$	11.9	$	0.0	$	0.0	$	0.0	$	11.9	$	0.0
Non-U.S. Governments ⁽²⁾		8.5		0.1		0.5		0.0		9.0		0.1
Obligations of states and political subdivisions		28.2		0.3		0.8		0.2		29.0		0.5
Credit-Financial		25.0		0.2		8.6		0.5		33.6		0.7
Credit-Industrial		32.2		0.4		3.0		0.3		35.2		0.7
Credit-Utility		8.4		0.2		0.8		0.2		9.2		0.4
Structured securities:
CMO/MBS-agency ⁽²⁾		26.4		0.2		0.3		0.0		26.7		0.2
CMO/MBS-non agency		1.7		0.2		0.0		0.0		1.7		0.2
CMBS ⁽¹⁾		5.7		0.0		3.5		0.2		9.2		0.2
ABS-residential		0.0		0.0		3.9		0.8		3.9		0.8
ABS-non residential ^{(1) (2)}		13.7		0.0		0.2		0.0		13.9		0.0
Foreign denominated:
Governments ⁽²⁾		180.5		4.3		0.3		0.0		180.8		4.3
Credit		76.3		1.8		0.0		0.0		76.3		1.8

Total fixed maturities		418.5		7.7		21.9		2.2		440.4		9.9
Equity securities		60.2		4.2		6.3		0.9		66.5		5.1
Other investments		11.6		5.0		0.0		0.0		11.6		5.0
Short-term investments		0.0		0.1		0.0		0.0		0.0		0.1

Total	$	490.3	$	17.0	$	28.2	$	3.1	$	518.5	$	20.1

⁽¹⁾	Unrealized losses less than one year are less than $0.1 million.

⁽²⁾	Unrealized losses one year or greater are less than $0.1 million.

We hold a total of 6,362 securities, of which 1,758 were in an unrealized loss position for less than one year and 25 were in an unrealized loss position for a period one year or greater as of September 30, 2013. Unrealized losses greater than twelve months on fixed maturities were the result of a number of factors, including increased credit spreads, foreign currency fluctuations, and higher market yields relative to the date the securities were purchased, and for structured securities, by the performance of the underlying collateral as well. We also considered that we do not intend to sell the investments and it is unlikely that we will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. We do not consider these investments to be other-than-temporarily impaired at September 30, 2013.

We regularly evaluate our investments for impairment. For fixed maturity securities, the evaluation for a credit loss is generally based on the present value of expected cash flows of the security as compared to the amortized book value. For structured securities, frequency and severity of loss inputs are used in projecting future cash flows of the securities. Loss frequency is measured as the credit default rate, which includes such factors as loan-to-value ratios and credit scores of borrowers. Loss severity includes such factors as trends in real estate values and proceeds at foreclosure. We recognized other-than-temporary losses on our fixed maturities portfolio of $0.0 million and $0.3 million for the three and nine months ended September 30, 2013, respectively. We recognized other-than-temporary losses on our fixed maturities portfolio of $1.1 million and $1.4 million for the three and nine months ended September 30, 2012, respectively. For equity securities and other investments, the length of time and the amount of decline in fair value are the principal factors in determining other-than-temporary impairment. We recognized other-than-temporary losses on our equity portfolio of $0.1 million and $1.6 million for the three and nine months ended September 30, 2013, respectively. We recognized other-than-temporary losses on our equity portfolio of $0.0 million and $0.6 million for the three and nine months ended September 30, 2012, respectively. We recognized other-than-

temporary losses on our other investments of $0.0 million and $3.4 million for the three and nine months ended September 30, 2013. We did not recognize other-than-temporary losses on our other investments in 2012. In situations where we did not recognize other-than-temporary losses on investments in our equity portfolio, we have evaluated the near-term prospects of the investment in relation to the severity and duration of the impairment and based on that evaluation have the ability and intent to hold these investments until a recovery of fair value.

Realized Gains and Losses

The following table presents the Company’s gross realized investment gains (losses) for the three and nine months ended September 30:


	For the Three Months						For the Nine Months
(in millions)	Ended September 30,						Ended September 30,
	2013			2012			2013			2012
Realized gains
Fixed maturities	$	5.8		$	5.5		$	27.5		$	21.0
Equity securities		7.2			0.2			15.0			0.4
Other investments		11.2			7.7			28.9			20.8
Short-term investments		0.1			0.2			0.1			0.5

Gross realized gains		24.3			13.6			71.5			42.7
Realized losses
Fixed maturities		(6.1	)		(3.0	)		(14.5	)		(8.1	)
Equity securities		(0.1	)		(0.1	)		(0.8	)		(0.4	)
Other investments		(8.6	)		(1.1	)		(20.7	)		(13.2	)
Short-term investments		(0.3	)		0.0			(0.6	)		(0.3	)
Other-than-temporary impairment losses on fixed maturities		0.0			(1.1	)		(0.3	)		(1.4	)
Other-than-temporary impairment losses on equity securities		(0.1	)		0.0			(1.6	)		(0.6	)
Other-than-temporary impairment losses on other investments		0.0			0.0			(3.4	)		0.0

Gross realized losses		(15.2	)		(5.3	)		(41.9	)		(24.0	)

Net realized investment gains	$	9.1		$	8.3		$	29.6		$	18.7

We enter into short-term, currency spot and forward contracts to mitigate foreign exchange rate exposure for certain non-U.S. Dollar denominated fixed maturity investments. The forward contracts used are typically less than sixty days and are renewed, as long as the non-U.S. Dollar denominated fixed maturity investments are held in our portfolio. These forward contracts are designated as fair value hedges for accounting purposes.

As of September 30, 2013 and 2012, we hedged $2.0 million and $2.4 million, respectively, of certain holdings in non-U.S. Dollar denominated fixed maturity investments with $1.8 million and $2.3 million, respectively, of foreign exchange forward contracts. The net realized effect on income was not significant for the reporting periods.

We also enter into foreign currency exchange forward contracts to manage currency exposure on losses related to global catastrophe events. These currency forward contracts are carried at fair value in the Consolidated Balance Sheets in “Other investments”. The realized and unrealized gains and losses are included in realized gains or losses in the Consolidated Statements of Income. The notional amount of the currency forward contracts was $53.2 million and $104.9 million as of September 30, 2013 and 2012, respectively. The fair value of the currency forward contracts was $1.6 million and $2.5 million as of September 30, 2013 and 2012, respectively. For the three and nine months ended September 30, 2013, we recognized $2.4 million in net realized gains and $2.2 million in net realized losses from the currency forward contracts. For the three and nine months ended September 30, 2012, we recognized $2.5 million in net realized gains and $1.1 million in net realized losses from the currency forward contracts.

Regulatory Deposits, Pledged Securities and Letters of Credit

At September 30, 2013, the amortized cost and fair value of investments on deposit for regulatory purposes and reinsurance were $202.4 million and $210.8 million, respectively.

Investments with an amortized cost of $230.4 million and fair value of $232.8 million were pledged as collateral in support of irrevocable letters of credit at September 30, 2013. These assets support irrevocable letters of credit issued under the terms of certain reinsurance agreements in respect of reported loss and loss expense reserves in the amount of $63.3 million and $124.9 million for our Corporate member’s capital as security to support the underwriting business at Lloyd’s.

At September 30, 2013, our Corporate member’s capital supporting our Lloyd’s business consisted of:


(in millions)
Letters of credit	$	124.9
Fixed maturities, at fair value		160.9
Short-term investments, at fair value		0.1

Total securities and letters of credit pledged to Lloyd’s	$	285.9

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability, or in the absence of a principal market, the most advantageous market. Market participants are buyers and sellers in the principal (or most advantageous) market that are independent, knowledgeable, able to transact for the asset or liability and willing to transfer the asset or liability.

Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The inputs of these valuation techniques are categorized into three levels.

•

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the reporting date. We define actively traded as a security that has traded in the past seven days. We receive one quote per instrument for Level 1 inputs.

•

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. We receive one quote per instrument for Level 2 inputs.

•

Level 3 inputs are unobservable inputs. Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

We receive fair value prices from third-party pricing services and our outside investment managers. These prices are determined using observable market information such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. We have reviewed the processes used by the third-party providers for pricing the securities, and have determined that these processes result in fair values consistent with GAAP requirements. In addition, we review these prices for reasonableness, and have not adjusted any prices received from the third-party providers as of September 30, 2013. A description of the valuation techniques we use to measure assets at fair value is as follows:

Fixed Maturities (Available-for-Sale) Levels 1 and 2:

•

United States Treasury securities are typically valued using Level 1 inputs. For these securities, we obtain fair value measurements from third-party pricing services using quoted prices (unadjusted) in active markets at the reporting date.

•

United States Government agencies, non-U.S. Government securities, obligations of states and political subdivisions, credit securities and foreign denominated securities are reported at fair value using Level 2 inputs. For these securities, we obtain fair value measurements from third-party pricing services. Observable data may include dealer quotes, market spreads, yield curves, live trading levels, trade execution data, credit information and the security’s terms and conditions, among other things.

•

CMO/MBS agency, CMO/MBS non-agency, CMBS, ABS residential and ABS non-residential securities are reported at fair value using Level 2 inputs. For these securities, we obtain fair value measurements from third-party pricing services. Observable data may include dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.

Fixed Maturities (Available-for-Sale) Level 3:

•

Corporate securities reported at fair value using Level 3 inputs in 2012 were infrequently traded securities valued by an independent investment manager using unobservable inputs. These securities were sold in 2012.

Equity Securities Level 1: Equity securities are principally reported at fair value using Level 1 inputs. For these securities, we obtain fair value measurements from a third party pricing service using quoted prices (unadjusted) in active markets at the reporting date.

Equity Securities Level 2: We own interests in mutual funds that are reported at fair value using Level 2 inputs. The valuations are based on the funds’ net asset value per share, determined weekly or at the end of each month. The underlying assets in the funds are valued primarily on the basis of closing market quotations or official closing prices on each valuation day.

Equity Securities Level 3: We own certain equity securities that are reported at fair value using Level 3 inputs. The valuation techniques for these securities include the following:

•

Fair value measurements are obtained from the National Association of Insurance Commissioners’ Security Valuation Office at the reporting date.

•

Fair value measurements for an investment in an equity fund obtained by applying final prices provided by the administrator of the fund, which is based upon certain estimates and assumptions.

Other Investments Level 2: Foreign regulatory deposits are assets held in trust in jurisdictions where there is a legal and regulatory requirement to maintain funds locally in order to protect policyholders. Lloyd’s is the appointed investment manager for the funds. These assets are invested in short term government securities, agency securities and corporate bonds and are valued using Level 2 inputs based upon values obtained from Lloyd’s. Foreign currency future contracts are valued by our counterparty using market driven foreign currency exchange rates and are considered Level 2 investments.

Short-term Investments: Short-term investments are principally reported at fair value using Level 1 inputs, with the exception of short-term corporate bonds reported at fair value using Level 2 inputs as described in the fixed maturities section above. Values for the investments categorized as Level 1 are obtained from various financial institutions as of the reporting date.

Other Assets Level 3 : We have one reinsurance contract deemed a derivative in 2013 and two reinsurance contracts deemed derivatives in 2012. The fair values were estimated by management taking into account changes in the market for catastrophic bond reinsurance contracts with similar economic characteristics and potential recoveries from events preceding the valuation date. See Note 11 “Derivative Instruments” for related disclosures.

Transfers Between Level 1 and Level 2 Securities: There were no transfers between Level 1 and Level 2 securities during the three or nine months ended September 30, 2013.

Based on an analysis of the inputs, our financial assets measured at fair value on a recurring basis at September 30, 2013 and December 31, 2012 have been categorized as follows:


(in millions)			Fair Value Measurements at Reporting Date Using
	September 30, 2013		Level 1 ^(a)		Level 2 ^(b)		Level 3 ^(c)
Fixed maturities
USD denominated:
U.S. Governments	$	277.6	$	142.8	$	134.8	$	0.0
Non-U.S. Governments		74.2		0.0		74.2		0.0
Obligations of states and political subdivisions		608.3		0.0		608.3		0.0
Credit-Financial		398.8		0.0		398.8		0.0
Credit-Industrial		395.1		0.0		395.1		0.0
Credit-Utility		178.1		0.0		178.1		0.0
Structured securities:
CMO/MBS-agency		242.0		0.0		242.0		0.0
CMO/MBS-non agency		21.1		0.0		21.1		0.0
CMBS		163.6		0.0		163.6		0.0
ABS-residential		7.4		0.0		7.4		0.0
ABS-non residential		101.3		0.0		101.3		0.0
Foreign denominated:
Governments		228.7		0.0		228.7		0.0
Credit		115.7		0.0		115.7		0.0

Total fixed maturities		2,811.9		142.8		2,669.1		0.0
Equity securities		580.8		523.3		56.2		1.3
Other investments		114.3		0.0		114.3		0.0
Short-term investments		286.3		284.0		2.3		0.0
Other assets		2.8		0.0		0.0		2.8

	$	3,796.1	$	950.1	$	2,841.9	$	4.1

^(a)	Quoted prices in active markets for identical assets

^(b)	Significant other observable inputs

^(c)	Significant unobservable inputs


(in millions)			Fair Value Measurements at Reporting Date Using
	December 31, 2012		Level 1 ^(a)		Level 2 ^(b)		Level 3 ^(c)
Fixed maturities
USD denominated:
U.S. Governments	$	410.4	$	219.5	$	190.9	$	0.0
Non-U.S. Governments		56.6		0.0		56.6		0.0
Obligations of states and political subdivisions		596.1		0.0		596.1		0.0
Credit-Financial		407.4		0.0		407.4		0.0
Credit-Industrial		458.8		0.0		458.8		0.0
Credit-Utility		202.1		0.0		202.1		0.0
Structured securities:
CMO/MBS-agency		395.1		0.0		395.1		0.0
CMO/MBS-non agency		13.3		0.0		13.3		0.0
CMBS		115.0		0.0		115.0		0.0
ABS-residential		9.5		0.0		9.5		0.0
ABS-non residential		82.5		0.0		82.5		0.0
Foreign denominated:
Governments		267.0		0.0		267.0		0.0
Credit		140.2		0.0		140.2		0.0

Total fixed maturities		3,154.0		219.5		2,934.5		0.0
Equity securities		521.4		469.0		50.6		1.8
Other investments		132.0		0.0		132.0		0.0
Short-term investments		234.3		201.1		33.2		0.0
Other assets		6.9		0.0		0.0		6.9

	$	4,048.6	$	889.6	$	3,150.3	$	8.7

^(a)	Quoted prices in active markets for identical assets

^(b)	Significant other observable inputs

^(c)	Significant unobservable inputs

The fair value measurements in the tables above do not agree to “Total investments” on the Consolidated Balance Sheets as they exclude certain other investments that are accounted for under the equity-method of accounting and include reinsurance contracts that are classified as Other assets.

A reconciliation of the beginning and ending balances for the investments categorized as Level 3 at September 30, 2013 and December 31, 2012 are as follows:

Fair Value Measurements Using Unobservable Inputs (Level 3)


(in millions)	Equity Securities			Other Assets			Total
Beginning balance, January 1, 2013	$	1.8		$	6.9		$	8.7
Transfers into Level 3		0.0			0.0			0.0
Transfers out of Level 3		0.0			0.0			0.0
Total gains or losses (realized/unrealized):
Included in net income		0.1			0.0			0.1
Included in other comprehensive income		0.0			0.0			0.0
Purchases, issuances, sales, and settlements
Purchases		0.0			0.0			0.0
Issuances		0.0			0.0			0.0
Sales		(0.6	)		0.0			(0.6	)
Settlements		0.0			(4.1	)		(4.1	)

Ending balance, September 30, 2013	$	1.3		$	2.8		$	4.1

Amount of total gains or losses for the period included in net income attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2013	$	0.0		$	0.0		$	0.0

Fair Value Measurements Using Unobservable Inputs (Level 3)


(in millions)	Credit Financial			Equity Securities			Other Assets			Total
Beginning balance, January 1, 2012	$	0.7		$	2.4		$	9.0		$	12.1
Transfers into Level 3		0.0			0.0			0.0			0.0
Transfers out of Level 3		0.0			0.0			0.0			0.0
Total gains or losses (realized/unrealized):
Included in net income		0.1			0.0			0.0			0.1
Included in other comprehensive income		0.0			0.0			0.0			0.0
Purchases, issuances, sales, and settlements
Purchases		0.0			0.0			0.0			0.0
Issuances		0.0			0.0			0.0			0.0
Sales		(0.8	)		(0.6	)		0.0			(1.4	)
Settlements		0.0			0.0			(2.1	)		(2.1	)

Ending balance, December 31, 2012	$	0.0		$	1.8		$	6.9		$	8.7

Amount of total gains or losses for the period included in net loss attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2012	$	0.0		$	0.0		$	0.0		$	0.0

At September 30, 2013 and December 31, 2012, we did not have any financial assets or financial liabilities measured at fair value on a nonrecurring basis or any financial liabilities on a recurring basis.

4.	Shareholders’ Equity

On May 7, 2013, our Board of Directors declared a 10% stock dividend, payable on June 17, 2013, to shareholders of record at the close of business on June 3, 2013. As a result of the stock dividend, 2,447,839 additional shares were issued. Cash was paid in lieu of fractional shares of the Company’s common shares.

On August 6, 2013, our Board of Directors declared a quarterly cash dividend in the amount of $0.15 on each share of common stock outstanding. On September 16, 2013, we paid $4.0 million to our shareholders of record on September 2, 2013. On August 7, 2012, our Board of Directors declared a quarterly cash dividend in the amount of $0.12, on each share of common stock outstanding. On September 18, 2012, we paid $3.0 million to our shareholders of record on September 4, 2012.

For the nine months ended September 30, 2013 and 2012, we have paid cash dividends totaling $11.8 million and $9.3 million to our shareholders.

On February 18, 2011, our Board of Directors authorized the repurchase of up to $150.0 million of our common shares (“2011 Repurchase Authorization”). The 2011 Repurchase Authorization supersedes the November 13, 2007 repurchase authorization, which also had authorized the repurchase of up to $150.0 million of our common shares. From inception of the repurchase authorizations through September 30, 2013, we have repurchased 7,408,601 shares of our common stock at an average price of $32.96 for a total cost of $244.2 million. These shares are being held as treasury shares in accordance with the provisions of the Bermuda Companies Act 1981. As of September 30, 2013, availability under the 2011 Repurchase Authorization for future repurchases of our common shares was $32.2 million.

On November 6, 2013, our Board of Directors authorized the repurchase of up to $150.0 million of our common shares (“2013 Repurchase Authorization”). The 2013 Repurchase Authorization supersedes the 2011 Repurchase Authorization.

For the three and nine months ended September 30, 2013, we repurchased a total of 195,412 and 948,988 common shares for $8.6 million and $38.7 million respectively. A summary of activity from January 1, 2013 through September 30, 2013 follows.

For the three and nine months ended September 30, 2013, we repurchased 94,809 and 376,839 common shares on the open market for $4.2 million and $15.8 million, respectively. In 2013, we repurchased shares under Securities Exchange Act of 1934 Rule 10b5-1 trading plans as follows:


Date Trading Plan Initiated	2013 Purchase Period	Number of Shares Repurchased	Average Price of Shares Repurchased		Total Cost (in millions)		Repurchase Authorization Year
12/14/2012	01/01/13-01/17/13 ⁽¹⁾	171,480		$ 35.41		$ 6.0	2011
03/15/2013	03/16/13-05/01/13	205,452		$ 40.75		$ 8.3	2011
06/14/2013	06/18/13-07/31/13	195,217		$ 43.47		$ 8.5	2011

⁽¹⁾

The above table only reflects the 2013 activity under this Rule 10b5-1 trading plan. In 2012, 117,663 shares were repurchased under this Rule 10b5-1 trading plan for a total cost of $3.9 million. Total shares repurchased in 2012 and 2013 under this Rule 10b5-1 trading plan are 289,143 shares at an average price of $34.58 for a total cost of $9.9 million.

5.	Net Income Per Common Share

The following table presents the calculation of net income per common share on a basic and diluted basis for the three and nine months ended September 30, 2013 and 2012:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in millions, except number of shares and per share amounts)	2013		2012		2013		2012
Net income	$	31.0	$	13.4	$	95.4	$	57.0
Weighted average common shares outstanding - basic		26,682,176		27,751,140		26,961,792		28,265,456
Effect of dilutive securities
Equity compensation awards		1,137,374		582,656		1,031,543		447,668

Weighted average common shares outstanding - diluted		27,819,550		28,333,796		27,993,335		28,713,124

Net income per common share - basic	$	1.16	$	0.48	$	3.54	$	2.02

Net income per common share - diluted	$	1.12	$	0.47	$	3.41	$	1.98

Excluded from the weighted average common shares outstanding calculation at September 30, 2013 and 2012 are 7,408,601 shares and 6,248,209 shares, respectively, which are held as treasury shares. The shares are excluded as of their repurchase date. For the three and nine months ended September 30, 2013, equity compensation awards to purchase 58,784 shares of common stock were excluded from the computation of diluted net income per common share as these instruments were anti-dilutive. These instruments expire at varying times from 2013 through 2020. For the three and nine months ended September 30, 2012, equity compensation awards to purchase 972,175 shares of common stock were excluded from the computation of diluted net income per common share as these instruments were anti-dilutive. These instruments expire at varying times from 2012 through 2019.

6.	Accumulated Other Comprehensive Income

In February 2013, the FASB issued Accounting Standards Update 2013-02 that amends Accounting Standards Codification (“ASC”) 220, “Comprehensive Income.” See Note 2, “Recently Issued Accounting Standards” for additional information regarding the provisions of this update. Effective January 1, 2013, we adopted the update prospectively.

A summary of changes in accumulated other comprehensive income (loss), net of taxes (where applicable) by component for the nine months ended September 30, 2013 is presented in the following table:


(in millions)	Foreign currency translation adjustments			Unrealized holding gains on securities			Defined benefit pension plans			Total
Beginning balance, January 1, 2013	$	(8.7	)	$	204.1		$	(5.9	)	$	189.5
Other comprehensive income before reclassifications		(2.2	)		(23.9	)		0.0			(26.1	)
Amounts reclassified from accumulated other comprehensive income		0.0			(11.6	)		0.0			(11.6	)

Net current-period other comprehensive income		(2.2	)		(35.5	)		0.0			(37.7	)

Ending balance, September 30, 2013	$	(10.9	)	$	168.6		$	(5.9	)	$	151.8

The amounts reclassified from accumulated other comprehensive income shown in the above table have been included in the following captions in the Consolidated Statements of Income:


(in millions)	For the Three Months Ended September 30, 2013			For the Nine Months Ended September 30, 2013
Unrealized gains and losses on securities
Net realized investment gains	$	(3.3	)	$	(18.3	)
Provision for income taxes		2.0			6.7

Net of taxes	$	(1.3	)	$	(11.6	)

7.	Commitments and Contingencies

Argo Group’s subsidiaries are parties to legal actions incidental to their business. Based on the opinion of counsel, management believes that the resolution of these matters will not materially affect our financial condition or results of operations.

8.	Income Taxes

We are incorporated under the laws of Bermuda and, under current Bermuda law, are not obligated to pay any taxes in Bermuda based upon income or capital gains. We have received an undertaking from the Supervisor of Insurance in Bermuda pursuant to the provisions of the Exempted Undertakings Tax Protection Act, 2011, which exempts us from any Bermuda taxes computed on profits, income or any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, at least until the year 2035.

We do not consider ourselves to be engaged in a trade or business in the United States or the United Kingdom and, accordingly, do not expect to be subject to direct United States or United Kingdom income taxation.

We have subsidiaries based in the United Kingdom that are subject to the tax laws of that country. Under current law, these subsidiaries are taxed at the applicable corporate tax rates. Six of the United Kingdom subsidiaries are deemed to be engaged in business in the United States and are therefore subject to United States corporate tax in respect of a proportion of their United States underwriting business only. Relief is available against the United Kingdom tax liabilities in respect of overseas taxes paid that arise from the underwriting business. Corporate income tax losses incurred in the United Kingdom can be carried forward, for application against future income, indefinitely. Our United Kingdom subsidiaries file separate United Kingdom income tax returns.

We have subsidiaries based in the United States that are subject to the tax laws of that country. Under current law, these subsidiaries are taxed at the applicable corporate tax rates. Our United States subsidiaries file a consolidated United States federal income tax return.

We also have operations in Belgium, Switzerland, Brazil, France, Malta, Spain and Ireland, which also are subject to income taxes imposed by the jurisdiction in which they operate. We have operations in the United Arab Emirates, which are not subject to income tax under the laws of that country.

Our income tax provision includes the following components:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2013			2012			2013		2012
Current tax provision	$	3.5		$	5.7		$	13.4	$	11.2
Deferred tax provision related to:
Future tax deductions		(2.4	)		(2.1	)		2.0		0.8
Valuation allowance change		0.8			0.7			2.4		1.8

Income tax provision	$	1.9		$	4.3		$	17.8	$	13.8

Our expected income tax provision computed on pre-tax income (loss) at the weighted average tax rate has been calculated as the sum of the pre-tax income (loss) in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate. For the three and nine months ended September 30, 2013 and 2012, pre-tax income (loss) attributable to our operations and the operations’ effective tax rates were as follows:


	For the Three Months Ended September 30,
(in millions)	2013						2012
	Pre-tax income (loss)			Effective Tax Rate			Pre-tax income (loss)			Effective Tax Rate
Bermuda	$	14.2			0.0	%	$	8.0			0.0	%
United States		19.6			22.9	%		12.1			21.0	%
United Kingdom		1.6			-164.7	%		0.1			1217.4	%
Belgium		0.1			91.6	%		0.1			20.0	%
Brazil		(1.5	)		0.0	%		(1.9	)		0.0	%
Dubai		(0.4	)		0.0	%		0.0			0.0	%
Ireland		(0.1	)		0.0	%		0.0			0.0	%
Malta		(0.6	)		0.0	%		(0.7	)		0.0	%
Switzerland		0.0	(1)		19.7	%		0.0	(1)		25.0	%

Pre-tax income (loss)	$	32.9					$	17.7

(1)	Pre-tax income for the respective period was less than $0.1 million.


	For the Nine Months Ended September 30,
(in millions)	2013						2012
	Pre-tax income (loss)			Effective Tax Rate			Pre-tax income (loss)			Effective Tax Rate
Bermuda	$	34.2			0.0	%	$	18.2			0.0	%
United States		68.6			23.5	%		45.8			22.8	%
United Kingdom		18.3			9.2	%		13.8			24.0	%
Belgium		0.1			26.9	%		0.2			33.6	%
Brazil		(6.2	)		0.0	%		(5.4	)		0.0	%
Dubai		(0.4	)		0.0	%		0.1			0.0	%
Ireland		(0.1	)		0.0	%		(0.1	)		0.0	%
Malta		(1.3	)		0.0	%		(1.8	)		0.0	%
Switzerland		0.0	(1)		21.0	%		0.0	(1)		24.0	%

Pre-tax income (loss)	$	113.2					$	70.8

(1)	Pre-tax income for the respective period was less than $0.1 million.

A reconciliation of the difference between the provision for income taxes and the expected tax provision at the weighted average tax rate for the three and nine months ended September 30, 2013 and 2012 is as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Income tax provision at expected rate	$	6.2		$	3.3		$	25.2		$	17.0
Tax effect of:
Tax-exempt interest		(1.3	)		(1.2	)		(4.1	)		(4.2	)
Dividends received deduction		(0.7	)		(0.4	)		(1.8	)		(1.3	)
Valuation allowance change		0.8			0.7			2.4			1.8
Other permanent adjustments, net		(0.5	)		0.1			(1.4	)		0.8
Adjustment for annualized rate		0.3			0.0			(0.1	)		0.0
United States state tax benefit		(0.1	)		0.0			(0.4	)		(0.2	)
Other foreign adjustments		0.0			0.0			0.0			0.1
Deferred tax rate reduction		(1.3	)		(0.6	)		(1.3	)		(0.6	)
Foreign exchange adjustments		(1.7	)		2.4			(1.3	)		0.4
Foreign withholding taxes		0.2			0.0			0.6			0.0

Income tax provision	$	1.9		$	4.3		$	17.8		$	13.8

Income tax provision (benefit) - Foreign	$	(2.6	)	$	1.8		$	1.7		$	3.4
Income tax provision - United States Federal		4.4			2.3			16.1			10.6
Income tax provision (benefit) - United States State		(0.1	)		0.2			(0.6	)		(0.2	)
Foreign withholding tax - United States		0.2			0.0			0.6			0.0

Income tax provision	$	1.9		$	4.3		$	17.8		$	13.8

Our net deferred tax assets (liabilities) are supported by taxes paid in previous periods, the reversal of the taxable temporary differences and the recognition of future income. Management regularly evaluates the recoverability of the deferred tax assets and makes any necessary adjustments to them based upon any changes in management’s expectations of future taxable income. Realization of deferred tax assets is dependent upon our generation of sufficient taxable income in the future to recover tax benefits that cannot be recovered from taxes paid in the carryback period, which is generally two years for net operating losses and three years for capital losses for our

operations in the United States. At September 30, 2013, we had a total net deferred tax asset of $24.2 million prior to any valuation allowance. Management has concluded that a valuation allowance is required for a portion of the tax effected net capital loss carryforward of $30.0 million generated from the sale of PXRE Reinsurance Company, and a full valuation allowance is required for the tax effected net operating loss carryforward of $18.7 million from PXRE Corporation and for the tax effected net operating loss carryforward of $1.0 million from ARIS Title Insurance Corporation (“ARIS”). The capital loss carryforward generated from the sale of PXRE Reinsurance Company will expire if not used by December 31, 2013. Of the PXRE Corporation loss carryforwards, $17.2 million will expire if not used by December 31, 2025 and $1.5 million will expire if not utilized by December 31, 2027. The valuation allowances have been established as Internal Revenue Code Section 382 limits the application of net operating loss and net capital loss carryforwards following an ownership change. Accordingly, a valuation allowance of $54.9 million is required as of September 30, 2013. The loss carryforwards available per year are $2.8 million as required by Internal Revenue Code Section 382. For the nine months ended September 30, 2013, the valuation allowance was reduced by $0.7 million pertaining to the use of the PXRE and ARIS loss carryforwards, was increased by $0.4 million pertaining to the Malta operations and was increased by $2.7 million pertaining to the Brazil operations.

We had no material unrecognized tax benefits as of September 30, 2013. Our United States subsidiaries are no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2009. Our United Kingdom subsidiaries are no longer subject to United Kingdom income tax examinations by Her Majesty’s Revenue and Customs for years before 2011.

9.	Share-based Compensation

The fair value method of accounting is used for equity-based compensation plans. Under the fair value method, compensation cost is measured based on the fair value of the award at the measurement date and recognized over the requisite service period. We use the Black-Scholes model to estimate the fair values on the measurement date for share options and share appreciation rights (“SARs”). The Black-Scholes model uses several assumptions to value a share award. The volatility assumption is based on the historical change in Argo Group’s stock price over the previous five years preceding the measurement date. The risk-free rate of return assumption is based on the five-year U.S. Treasury constant maturity rate on the measurement date. The expected award life is based upon the average holding period over the history of the incentive plan. The following table summarizes the assumptions we used for the nine months ended September 30, 2013 and 2012:


	2013			2012
Risk-free rate of return		1.44	%		1.09	%
Expected dividend yields		1.55	%		1.67	%
Expected award life (years)		4.92			5.03
Expected volatility		31.1	%		32.6	%

Argo Group’s 2007 Long-Term Incentive Plan

In November 2007, the shareholders of Argo Group approved the 2007 Long-Term Incentive Plan (the “2007 Plan”), which provides for an aggregate of 4.5 million shares of our common stock that may be issued to executives, non-employee directors and other key employees. The share awards may be in the form of share options, SARs, restricted shares, restricted share units, performance units, performance shares or other share-based incentive awards. Shares issued under this plan may be shares that are authorized and unissued or shares that we reacquired, including shares purchased on the open market. Share options and SARs will count as one share for the purposes of the limits under the 2007 Plan; restricted shares, restricted share units, performance units, performance shares or other share-based incentive awards which settle in common shares will count as 2.75 shares for purpose of the limits under the 2007 Plan.

Share options may be in the form of incentive share options, non-qualified share options and restorative options. Share options are required to have an exercise price that is not less than the market value on the date of grant. The term of the share options cannot exceed seven years from the grant date.

A summary of option activity under the 2007 Plan as of September 30, 2013, and changes during the nine months then ended is as follows:


	Shares			Weighted-Average Exercise Price
Outstanding at January 1, 2013		418,325		$	33.56
Granted		0		$	0.00
Exercised		(151,286	)	$	31.62
Expired or forfeited		(45,051	)	$	34.21

Outstanding at September 30, 2013		221,988		$	34.74

Options outstanding under this plan vested over a one to five year period, subject to continued employment. As of December 31, 2012, all options under this plan were fully vested. Expense recognized under this plan for share options was $0.5 million for the nine months ended September 30, 2012. Compensation expense from all equity-based compensation awards is included in “Underwriting, acquisition and insurance expense” in the accompanying Consolidated Statements of Income.

A summary of restricted share activity under the 2007 Plan as of September 30, 2013, and changes during the nine months then ended is as follows:


	Shares			Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2013		236,139		$	29.76
Granted		117,788		$	37.05
Vested and issued		(54,034	)	$	29.80
Expired or forfeited		(41,077	)	$	35.62

Outstanding at September 30, 2013		258,816		$	32.71

The restricted shares will vest over two to four years. Expense recognized under this plan for the restricted shares was $2.2 million and $1.4 million for the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, there was $6.2 million of total unrecognized compensation cost related to restricted shares.

A summary of stock-settled SARs activity under the 2007 Plan as of September 30, 2013, and changes during the nine months then ended is as follows:


	Shares			Weighted-Average Exercise Price
Outstanding at January 1, 2013		1,261,448		$	27.04
Granted		332,004		$	37.21
Exercised		(167,693	)	$	26.69
Expired or forfeited		(124,711	)	$	29.27

Outstanding at September 30, 2013		1,301,048		$	29.46

The stock-settled SARs vest over a one to four year period. Upon exercise of the stock-settled SARs, the employee is entitled to receive shares of our common stock equal to the appreciation of the stock as compared to the exercise price. Expense recognized for the stock-settled SARs was $2.1 million and $1.7 million for each of the nine months ended September 30, 2013 and 2012. As of September 30, 2013, there was $4.9 million of total unrecognized compensation cost related to stock-settled SARs.

A summary of cash-settled SARs activity under the 2007 Plan as of September 30, 2013, and changes during the nine months then ended is as follows:


	Shares			Weighted-Average Exercise Price
Outstanding at January 1, 2013		1,886,124		$	29.75
Granted		556,598		$	39.67
Exercised		(451,792	)	$	29.46
Expired or forfeited		(175,284	)	$	29.85

Outstanding at September 30, 2013		1,815,646		$	32.85

The cash-settled SARs vest over a one to four year period. Upon exercise of the cash-settled SARs, the employee is entitled to receive cash payment for the appreciation in the value of our common stock over the exercise price. We are accounting for the cash-settled SARs as liability awards, which require the awards to be revalued at each reporting period. Expense recognized for the cash-settled SARs was $12.7 million and $3.6 million for the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, there was $13.5 million of total unrecognized compensation cost related to cash-settled SARs.

Argo Group International Holdings Ltd. Deferred Compensation Plan for Non-Employee Directors

In February 2008, the Board of Directors approved the Argo Group International Holdings, Ltd. Deferred Compensation Plan for Non-Employee Directors (“Directors Plan”), a non-funded and non-qualified deferred compensation plan. Under the Directors Plan, non-employee directors can elect each year to defer payment of 50% or 100% of their cash compensation payable during the next calendar year. During the time that the cash compensation amounts are deferred, such amounts are credited with interest earned at a rate two percent above the prime rate, to be re-set each May 1. In addition, the Directors Plan calls for us to grant a match equal to 75% of the cash compensation amounts deferred in the form of “Stock Units,” which provide directors with the economic equivalent of stock ownership and are credited as a bookkeeping entry to each director’s “Stock Unit Account.” Each Stock Unit is valued at the closing price of our common stock on the national exchange on which it is listed as of the date credited for all purposes under the Directors Plan and fluctuates daily thereafter on that same basis. Distributions from the Directors Plan will occur six months after the non-employee director ceases to be a member of the Board due to retirement or termination without cause or change in control, or immediately upon disability or death. The non-employee directors are responsible for all tax requirements on the deferred compensation and any related earnings. The Directors Plan provides for a Stock Unit Account to be established for each non-employee director upon their election to the Board and credits their account with an initial bookkeeping entry for 1,650 Stock Units. Under the Directors Plan, we recorded compensation expense of $1.5 million and $0.9 million for the nine months ended September 30, 2013 and 2012, respectively.

Argonaut Group’s Amended and Restated Stock Incentive Plan

Argonaut Group, Inc.’s Amended and Restated Stock Incentive Plan, as approved by the shareholders (the “Amended Plan”), provided for an aggregate of up to 6,250,000 shares of our common stock that may be issued to certain executives and other key employees. The stock awards were issued in the form of non-qualified stock options and non-vested stock.

A summary of option activity under the Amended Plan as of September 30, 2013, and changes during the nine months then ended is as follows:


	Shares			Weighted-Average Exercise Price
Outstanding at January 1, 2013		210,097		$	33.13
Granted		0		$	0.00
Exercised		(115,555	)	$	27.75
Expired or forfeited		(41,814	)	$	47.71

Outstanding at September 30, 2013		52,728		$	33.37

All options granted under the Amended Plan were fully vested in August 2011.

10.

Reserves for Losses and Loss Adjustment Expenses

The following table provides a reconciliation of reserves for losses and loss adjustment expenses (“LAE”), net of reinsurance, to the gross amounts reported in the Consolidated Balance Sheets. Reinsurance recoverables in this note exclude paid loss recoverables of $142.7 million and $106.5 million as of September 30, 2013 and 2012, respectively:


	For the Nine Months Ended September 30,
(in millions)	2013			2012
Net reserves beginning of the year	$	2,110.9		$	2,336.7
Add:
Net reserves from assumed retroactive insurance contract ⁽¹⁾		0.0			13.0
Losses and LAE incurred during current calendar year, net of reinsurance:
Current accident year		575.6			545.7
Prior accident years		(21.5	)		(17.8	)

Losses and LAE incurred during calendar year, net of reinsurance		554.1			527.9

Deduct:
Losses and LAE payments made during current calendar year, net of reinsurance:
Current accident year		131.7			111.9
Prior accident years		429.0			450.1

Losses and LAE payments made during current calendar year, net of reinsurance:		560.7			562.0

Change in participation interest ⁽²⁾		10.4			(3.1	)
Foreign exchange adjustments		(6.3	)		5.4

Net reserves - end of period		2,108.4			2,317.9
Add:
Reinsurance recoverables on unpaid losses and LAE, end of period		1,114.5			910.0

Gross reserves - end of period	$	3,222.9		$	3,227.9

(1)	Amount represents reserves assumed resulting from participation in Brazilian Motor Third-Party Liability Insurance Pool effective January 1, 2012.

(2)	Amount represents (decrease) increase in reserves due to change in syndicate participation.

Included in losses and LAE for the nine months ended September 30, 2013 was $21.5 million in favorable prior years’ loss reserve development comprised of the following: $26.8 million net favorable development in the Excess and Surplus Lines segment primarily caused by favorable development of $35.9 million in the general and products liability lines, partially offset with $9.1 million of unfavorable development in commercial automobile; $0.4 million of net unfavorable development in the Commercial Specialty segment, primarily driven by $11.4 million unfavorable development in general liability due to increases in claim severity and $2.4 million unfavorable development in automobile liability, offset by $6.7 million favorable development in short tail lines and $5.8 million favorable development in workers compensation; $0.6 million net favorable development in the International Specialty segment primarily driven by $3.0 million of favorable development on professional lines due to favorable loss activity and $1.2 million on assumed contract from older years, partially offset by $2.6 million of unfavorable development from a marine industry loss warranty and crop losses and $0.8 million in unfavorable development in our Brazil unit; $4.1 million net favorable development in the Syndicate 1200 segment driven by favorable development in various property classes, partially offset by unfavorable development in the onshore energy and liability classes of business; $9.6 million unfavorable development in the Runoff Lines segment primarily caused by $6.4 million of unfavorable development in asbestos driven by an increase in defense costs for claims from general liability policies written on a direct basis and commutation and settlement activity and $2.0 million of unfavorable development in the medical malpractice liability line due to the loss of the New York Liquidation Bureau funding for structured settlement annuity payments.

Included in losses and LAE for the nine months ended September 30, 2012 was $17.8 million in favorable prior years’ loss reserve development comprised of the following: $33.5 million of favorable development in the Excess and Surplus Lines segment primarily driven by $23.6 million of favorable development in the general and products liability lines of business in accident years 2009 and prior, $3.1 million of favorable development in the property lines, primarily in accident year 2010 and $2.4 million of favorable development in the automobile liability lines of business, primarily in accident year 2009; $18.6 million of net unfavorable development in the Commercial Specialty segment driven by $24.9 million of unfavorable development in general liability due to increases in claim severity, $3.8 million of unfavorable development in the automobile liability lines of business, partially offset by $7.7 million of favorable development in workers compensation and $2.4 million of favorable development in short-tail lines; $4.5 million of net favorable development in the International Specialty segment primarily driven by favorable development attributable to short-tail non-catastrophe losses; $4.4 million of net favorable development in the Syndicate 1200 segment primarily driven by favorable development in the property facultative class of business, partially offset by unfavorable development in the general liability class of business; and $6.0 million of net unfavorable development in the Run-off Lines segment primarily due to $5.5 million of unfavorable development in asbestos driven by increasing defense costs, unfavorable development in other run-off lines, partially offset by favorable development in workers compensation and legacy PXRE claims.

In the opinion of management, our reserves represent the best estimate of our ultimate liabilities, based on currently known facts, current law, current technology and assumptions considered reasonable where facts are not known. Due to the significant uncertainties and related management judgments, there can be no assurance that future loss development, favorable or unfavorable, will not occur.

11.

Derivative Instruments

Through our subsidiary Argo Re, Ltd., in 2011 we entered into two reinsurance contracts with a special purpose reinsurance company that provided us with protection against certain severe catastrophe events and the occurrence of multiple significant catastrophe events during the same year. The first contract was effective June 18, 2011 and provided coverage of $100 million for hurricanes and earthquakes in the U.S., windstorms in Europe, and earthquakes in Japan based on the occurrence of second and subsequent events on a per-occurrence basis over an 18-month coverage period. Each event had an activation level, which, if attained, put the notes on risk for a subsequent event. Once the coverage had been activated, a second loss during the Coverage Period in excess of the loss trigger level results in a loss to the note holders. The first contract expired in December 2012. The second contract entered into on

December 28, 2011 and effective January 1, 2012, provides coverage of $100 million for hurricanes and earthquakes (including fire) in the U.S. and covers losses for the first and subsequent events on a per-occurrence basis over a 24-month coverage period. Both of these transactions ignore the effects of inuring reinsurance, creating the remote possibility of a double recovery on covered events, and are therefore deemed to be derivatives.

We recorded these contracts at fair value, and such fair value is included in “Other assets” in our Consolidated Balance Sheets with any changes in the value reflected in “Other reinsurance-related expenses” in the Consolidated Statements of Income. As there is no quoted fair value available for these derivatives, the fair value was estimated by management taking into account changes in the market for catastrophe bond reinsurance contracts with similar economic characteristics and potential recoveries from events preceding the valuation date. Included in “Other reinsurance-related expenses” for the three and nine months ended September 30, 2013 was $4.6 million and $14.4 million, respectively, and $7.0 million and $20.8 million for the three and nine months ended September 30, 2012. The expense in each respective period was due to the change in the fair value of the derivatives, principally due to the passage of the transaction’s risk coverage term. Included in “Other assets” in our Consolidated Balance Sheets were $2.9 million and $6.9 million, which represent the fair value of these contracts at September 30, 2013 and December 31, 2012, respectively.

The special purpose reinsurance company that is the counterparty to these transactions is a variable interest entity under the provisions of ASC Topic 810-10. Argo Group is not the primary beneficiary of this entity and is therefore not required to consolidate it in its consolidated financial statements.

12.

Underwriting, Acquisition and Insurance Expenses

Underwriting, acquisition and insurance expenses for the three and nine months ended September 30, 2013 and 2012 were as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Commissions	$	57.2		$	55.3		$	174.7		$	156.0
General expenses		65.4			60.2			200.8			182.2
Premium taxes, boards and bureaus		6.8			7.1			19.7			19.2

		129.4			122.6			395.2			357.4
Net deferral of policy acquisition costs		(2.7	)		(4.6	)		(17.2	)		(11.1	)

Total underwriting, acquisition and insurance expenses	$	126.7		$	118.0		$	378.0		$	346.3

Included in general expenses for the three and nine months ended September 30, 2013, was $1.7 million and $12.7 million in additional expense for our cash settled stock appreciation rights, due to the increase in our stock price.

13.

Segment Information

We are primarily engaged in writing property and casualty insurance and reinsurance. We have four ongoing reporting segments: Excess and Surplus Lines, Commercial Specialty, International Specialty and Syndicate 1200. Additionally, we have a Run-off Lines segment for certain products that we no longer write.

We consider many factors, including the nature of each segment’s insurance and reinsurance products, production sources, distribution strategies and the regulatory environment, in determining how to aggregate reporting segments.

In evaluating the operating performance of our segments, we focus on core underwriting and investing results before the consideration of realized gains or losses from the sales of investments. Intersegment transactions are allocated to the segment that initiated the transaction. Realized investment gains are reported as a component of the Corporate and Other segment, as decisions regarding the acquisition and disposal of securities reside with the investment function and are not under the control of the individual business segments. Identifiable assets by segment are those assets used in the operation of each segment.

Revenue and income (loss) before income taxes for each segment for the three and nine months ended September 30, 2013 and 2012 were as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Revenue:
Earned premiums
Excess and Surplus Lines	$	120.6		$	100.8		$	334.4		$	295.5
Commercial Specialty		74.6			78.6			225.1			241.8
International Specialty		37.5			33.4			106.6			90.8
Syndicate 1200		97.3			90.8			295.6			242.3
Run-off Lines		0.5			0.7			0.5			1.4

Total earned premiums		330.5			304.3			962.2			871.8
Net investment income
Excess and Surplus Lines		10.2			12.5			32.3			38.5
Commercial Specialty		5.6			6.7			17.6			20.6
International Specialty		2.4			3.1			6.4			10.0
Syndicate 1200		2.5			3.8			8.1			11.4
Run-off Lines		2.6			2.8			8.2			9.8
Corporate and Other		0.8			0.0			4.7			0.0

Total net investment income		24.1			28.9			77.3			90.3
Fee income, net		0.3			3.0			0.5			4.8
Net realized investment gains		9.1			8.3			29.6			18.7

Total revenue	$	364.0		$	344.5		$	1,069.6		$	985.6


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Income (loss) before income taxes
Excess and Surplus Lines	$	29.6		$	15.1		$	60.2		$	56.3
Commercial Specialty		10.1			(2.7	)		17.3			(11.8	)
International Specialty		0.5			6.6			8.1			22.0
Syndicate 1200		8.5			11.8			26.7			18.0
Run-off Lines		(9.1	)		(2.5	)		(5.8	)		(1.5	)

Total segment income before taxes		39.6			28.3			106.5			83.0
Corporate and Other		(15.8	)		(18.9	)		(22.9	)		(30.9	)
Net realized investment gains		9.1			8.3			29.6			18.7

Total income before income taxes	$	32.9		$	17.7		$	113.2		$	70.8

The table below presents earned premiums by geographic location for the three and nine months ended September 30, 2013 and 2012. For this disclosure, we determine geographic location by the country of domicile of our subsidiaries that write the business and not by the location of insureds or reinsureds from whom the business was generated.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in millions)	2013		2012		2013		2012
Bermuda	$	27.4	$	32.6	$	75.3	$	83.5
Brazil		9.9		6.7		29.9		18.4
Malta		0.5		0.0		1.3		0.1
United Kingdom		97.7		84.9		296.0		231.1
United States		195.0		180.1		559.7		538.7

Total earned premiums	$	330.5	$	304.3	$	962.2	$	871.8

The following table represents identifiable assets as of September 30, 2013 and December 31, 2012:


(in millions)	September 30, 2013		December 31, 2012
Excess and Surplus Lines	$	2,248.6	$	2,206.7
Commercial Specialty		1,316.5		1,337.7
International Specialty		785.9		731.8
Syndicate 1200		1,670.5		1,811.4
Run-off Lines		558.0		516.5
Corporate and Other		71.1		84.8

Total	$	6,650.6	$	6,688.9

Included in total assets at September 30, 2013 and December 31, 2012 are $378.9 million and $505.7 million, respectively, in assets associated with trade capital providers.

14.

Supplemental Cash Flow Information

Income taxes paid. We paid income taxes of $14.1 million and $18.1 million during the nine months ended September 30, 2013 and 2012, respectively.

Interest paid. Interest paid for the nine months ended September 30, was as follows:


	For the Nine Months Ended September 30,
(in millions)	2013		2012
Senior unsecured fixed rate notes	$	7.0	$	0.0
Junior subordinated debentures		6.0		16.3
Other indebtedness		0.7		2.5
Revolving credit facility		0.0		0.0

Total interest paid	$	13.7	$	18.8

15.

Disclosures about Fair Value of Financial Instruments

Cash. The carrying amount approximates fair value.

Investment securities and short-term investments. See Note 3, “Investments,” for additional information.

Premiums receivable and reinsurance recoverables on paid losses. The carrying value of current receivables approximates fair value. At September 30, 2013 and December 31, 2012, the carrying values of premiums receivable

over 90 days were $17.0 million and $24.3 million, respectively. Included in “Reinsurance recoverables” in the Consolidated Balance Sheets at September 30, 2013 and December 31, 2012, are amounts that are due from third party trade capital providers associated with the operations of Argo Underwriting Agency Limited (“Argo International”). Upon settlement, the receivable is offset against the liability also reflected in the accompanying Consolidated Balance Sheets. At September 30, 2013 and December 31, 2012, the payable was in excess of the receivable. Of our paid losses on reinsurance recoverable balances, excluding amounts attributable to Argo International’s third party trade capital providers, at September 30, 2013 and December 31, 2012, the carrying values over 90 days were $17.9 million and $18.0 million, respectively. Our methodology for establishing our allowances for doubtful accounts includes specifically identifying all potential uncollectible balances regardless of aging. At September 30, 2013 and December 31, 2012, the allowance for doubtful accounts for premiums receivable was $4.3 million and $2.5 million, respectively. The allowance for doubtful accounts for reinsurance recoverables on paid losses was $2.3 million and $2.2 million at September 30, 2013 and December 31, 2012, respectively. Premiums receivable over 90 days were secured by collateral in the amount of $0.6 million and $0.4 million at September 30, 2013 and December 31, 2012, respectively. Reinsurance recoverables on paid losses over 90 days were secured by collateral in the amount of $1.6 million and $0.3 million at September 30, 2013 and December 31, 2012, respectively.

At September 30, 2013 and December 31, 2012, the fair value of our Junior Subordinated Debentures, Senior unsecured fixed rate notes, and other indebtedness was estimated using appropriate market indices or quoted prices from external sources based on current market conditions.

A summary of our financial instruments whose carrying value did not equal fair value at September 30, 2013 and December 31, 2012 is shown below:


	September 30, 2013				December 31, 2012
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Junior subordinated debentures	$	193.3	$	155.2	$	193.3	$	151.8

Senior unsecured fixed rate notes		143.8		115.2		143.8		143.2

Other indebtedness:
Floating rate loan stock		64.1		51.4		63.0		49.5
Note payable		0.8		0.6		0.8		0.6

	$	402.0	$	322.4	$	400.9	$	345.1

16.

Information Provided in Connection with Outstanding Debt of Subsidiaries

In September 2012, through our wholly owned subsidiary Argo Group US, Inc. (“Argo Group US”), we issued $143,750,000 aggregate principal amount of Argo Group US’s 6.5% Senior Notes due September 15, 2042 (the “Notes”). The Notes bear interest at 6.5%, payable quarterly in cash in arrears on the 15th day of March, June, September and December of each year, beginning on December 15, 2012. The Notes are unsecured and unsubordinated obligations of Argo Group US and rank equally in right of payment with all of Argo Group US’s other unsecured and unsubordinated debt. The Notes are guaranteed on a full and unconditional senior unsecured basis by Argo Group. The Notes may be redeemed, for cash, in whole or in part, on or after September 15, 2017, at Argo Group US’s option, at any time and from time to time, prior to maturity at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date.

The following tables present condensed consolidating financial information at September 30, 2013 and December 31, 2012 and for the three and nine months ended September 30, 2013 and 2012, for Argo Group (the “Parent Guarantor”) and Argo Group US (the “Subsidiary Issuer”). The Subsidiary Issuer is an indirect 100 percent-owned subsidiary of the Parent Guarantor. Investments in subsidiaries are accounted for by the Parent Guarantor under the

equity method for purposes of the supplemental consolidating presentation. Earnings of subsidiaries are reflected in the Parent Guarantor’s investment accounts and earnings. The Parent Guarantor fully and unconditionally guarantees certain of the debt of the Subsidiary Issuer. Condensed consolidating financial information of the Subsidiary Issuer is presented on a consolidated basis and consists principally of the net assets, results of operations, and cash flows of operating insurance company subsidiaries.

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2013

(in millions)


	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group US, Inc. and Subsidiaries (Subsidiary Issuer)		Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Assets
Investments	$	3.4		$	2,750.2	$	1,296.6		$	0.0		$	4,050.2
Cash		0.0			117.5		24.1			0.0			141.6
Accrued investment income		0.0			19.5		5.8			0.0			25.3
Premiums receivable		0.0			150.3		276.1			0.0			426.4
Reinsurance recoverables		0.0			1,165.4		91.8			0.0			1,257.2
Goodwill and other intangible assets		0.0			137.9		103.2			0.0			241.1
Current income taxes receivable, net		0.0			10.1		5.2			0.0			15.3
Deferred acquisition costs, net		0.0			55.5		59.8			0.0			115.3
Ceded unearned premiums		0.0			99.4		131.6			0.0			231.0
Other assets		4.2			93.5		49.5			0.0			147.2
Due from affiliates		0.0			0.2		(0.2	)		0.0			0.0
Intercompany note receivable		0.0			102.7		(102.7	)		0.0			0.0
Investments in subsidiaries		1,662.1			0.0		0.0			(1,662.1	)		0.0

Total assets	$	1,669.7		$	4,702.2	$	1,940.8		$	(1,662.1	)	$	6,650.6

Liabilities and Shareholders’ Equity
Reserves for losses and loss adjustment expenses	$	0.0		$	2,178.7		1,044.2		$	0.0		$	3,222.9
Unearned premiums		0.0			448.8		398.2			0.0			847.0
Funds held and ceded reinsurance payable, net		0.0			638.0		(181.4	)		0.0			456.6
Long-term debt		49.0			288.9		64.1			0.0			402.0
Current income taxes payable, net		0.0			0.0		0.0			0.0			0.0
Deferred tax liabilities, net		0.0			23.1		7.6			0.0			30.7
Accrued underwriting expenses and other liabilities		14.2			98.0		51.8			0.0			164.0
Due to affiliates		(1.5	)		0.0		0.0			1.5			0.0
Intercompany note payable		80.6			0.0		0.0			(80.6	)		0.0

Total liabilities		142.3			3,675.5		1,384.5			(79.1	)		5,123.2

Total shareholders’ equity		1,527.4			1,026.8		556.2			(1,583.0	)		1,527.4

Total liabilities and shareholders’ equity	$	1,669.7		$	4,702.3	$	1,940.7		$	(1,662.1	)	$	6,650.6

⁽¹⁾	Includes all other subsidiaries of Argo Group International Holdings, Ltd and all intercompany eliminations

⁽²⁾	Includes all Argo Group parent company eliminations

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

(in millions)


	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group US, Inc. and Subsidiaries (Subsidiary Issuer)		Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Assets
Investments	$	(0.9	)	$	2,794.7	$	1,406.9		$	0.0		$	4,200.7
Cash		0.0			73.9		21.9			0.0			95.8
Accrued investment income		0.0			21.3		9.0			0.0			30.3
Premiums receivable		0.0			155.1		205.9			0.0			361.0
Reinsurance recoverables		0.0			1,155.1		165.8			0.0			1,320.9
Goodwill and other intangible assets		0.0			139.5		105.8			0.0			245.3
Current income taxes receivable, net		0.0			8.7		4.2			0.0			12.9
Deferred acquisition costs, net		0.0			54.6		44.8			0.0			99.4
Ceded unearned premiums		0.0			85.9		107.7			0.0			193.6
Other assets		4.3			82.7		42.0			0.0			129.0
Due from affiliates		5.0			1.2		(1.2	)		(5.0	)		0.0
Intercompany note receivable		0.0			119.6		(119.6	)		0.0			0.0
Investments in subsidiaries		1,621.1			0.0		0.0			(1,621.1	)		0.0

Total assets	$	1,629.5		$	4,692.3	$	1,993.2		$	(1,626.1	)	$	6,688.9

Liabilities and Shareholders’ Equity
Reserves for losses and loss adjustment expenses	$	0.0		$	2,226.3	$	997.2		$	0.0		$	3,223.5
Unearned premiums		0.0			415.6		314.6			0.0			730.2
Funds held and ceded reinsurance payable, net		0.0			598.4		47.4			0.0			645.8
Long-term debt		49.0			288.9		63.0			0.0			400.9
Current income taxes payable, net		0.0			0.0		0.0			0.0			0.0
Deferred tax liabilities, net		0.0			36.8		7.0			0.0			43.8
Accrued underwriting expenses and other liabilities		11.3			84.1		35.2			0.0			130.6
Due to affiliates		0.0			0.0		0.0			0.0			0.0
Intercompany note payable		55.1			0.0		0.0			(55.1	)		0.0

Total liabilities		115.4			3,650.1		1,464.4			(55.1	)		5,174.8

Total shareholders’ equity		1,514.1			1,042.2		528.8			(1,571.0	)		1,514.1

Total liabilities and shareholders’ equity	$	1,629.5		$	4,692.3	$	1,993.2		$	(1,626.1	)	$	6,688.9

⁽¹⁾	Includes all other subsidiaries of Argo Group International Holdings, Ltd and all intercompany eliminations

⁽²⁾	Includes all Argo Group parent company eliminations

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013

(in millions)


	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group US, Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Premiums and other revenue:
Earned premiums	$	0.0		$	105.2		$	225.3		$	0.0		$	330.5
Net investment income		0.0			16.7			7.7			(0.3	)		24.1
Fee income, net		0.0			(0.6	)		0.9			0.0			0.3
Net realized investment gains		0.0			7.2			1.9			0.0			9.1

Total revenue		0.0			128.5			235.8			(0.3	)		364.0

Expenses:
Losses and loss adjustment expenses		0.0			65.9			125.0			0.0			190.9
Other reinsurance-related expenses		0.0			(2.9	)		7.5			0.0			4.6
Underwriting, acquisition and insurance expenses		5.8			42.1			78.8			0.0			126.7
Interest expense		0.7			3.8			0.9			(0.3	)		5.1
Foreign currency exchange (gain) loss		0.0			(0.1	)		3.9			0.0			3.8

Total expenses		6.5			108.8			216.1			(0.3	)		331.1

Income (loss) before income taxes		(6.5	)		19.7			19.7			0.0			32.9
Provision for income taxes		0.0			4.4			(2.5	)		0.0			1.9

Net (loss) income before equity in earnings of subsidiaries		(6.5	)		15.3			22.2			0.0			31.0
Equity in undistributed earnings of subsidiaries		37.5			0.0			0.0			(37.5	)		0.0

Net income	$	31.0		$	15.3		$	22.2		$	(37.5	)	$	31.0

⁽¹⁾	Includes all other subsidiaries of Argo Group International Holdings, Ltd. and all intercompany eliminations

⁽²⁾	Includes all Argo Group parent company eliminations

CONDENSED CONSOLIDATING STATEMENT OF (LOSS) INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012

(in millions)


	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group US, Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾		Consolidating Adjustments ⁽²⁾			Total
Premiums and other revenue:
Earned premiums	$	0.0		$	108.1		$	196.2	$	0.0		$	304.3
Net investment income		0.0			21.2			7.8		(0.1	)		28.9
Fee income, net		0.0			2.4			0.6		0.0			3.0
Net realized investment gains (losses)		(0.5	)		4.2			4.6		0.0			8.3

Total revenue		(0.5	)		135.9			209.2		(0.1	)		344.5

Expenses:
Losses and loss adjustment expenses		0.0			78.0			108.3		0.0			186.3
Other reinsurance-related expenses		0.0			0.0			7.0		0.0			7.0
Underwriting, acquisition and insurance expenses		10.1			41.8			66.1		0.0			118.0
Interest expense		0.1			4.1			1.7		(0.1	)		5.8
Foreign currency exchange (gain) loss		0.0			(0.1	)		9.8		0.0			9.7

Total expenses		10.2			123.8			192.9		(0.1	)		326.8

Income (loss) before income taxes		(10.7	)		12.1			16.3		0.0			17.7
Provision for income taxes		0.0			2.5			1.8		0.0			4.3

Net income (loss) before equity in earnings of subsidiaries		(10.7	)		9.6			14.5		0.0			13.4
Equity in undistributed earnings of subsidiaries		24.1			0.0			0.0		(24.1	)		0.0

Net income	$	13.4		$	9.6		$	14.5	$	(24.1	)	$	13.4

⁽¹⁾	Includes all other subsidiaries of Argo Group International Holdings, Ltd. and all intercompany eliminations

⁽²⁾	Includes all Argo Group parent company eliminations

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(in millions)


	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group US, Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Premiums and other revenue:
Earned premiums	$	0.0		$	321.2		$	641.0		$	0.0		$	962.2
Net investment income		0.0			57.2			21.0			(0.9	)		77.3
Fee income, net		0.0			(1.9	)		2.4			0.0			0.5
Net realized investment gains (losses)		0.0			32.8			(3.2	)		0.0			29.6

Total revenue		0.0			409.3			661.2			(0.9	)		1,069.6

Expenses:
Losses and loss adjustment expenses		0.0			194.9			359.2			0.0			554.1
Other reinsurance-related expenses		0.0			0.0			14.4			0.0			14.4
Underwriting, acquisition and insurance expenses		18.3			134.3			225.4			0.0			378.0
Interest expense		2.3			11.4			2.3			(0.9	)		15.1
Foreign currency exchange (gain) loss		0.0			0.1			(5.3	)		0.0			(5.2	)

Total expenses		20.6			340.7			596.0			(0.9	)		956.4

(Loss) income before income taxes		(20.6	)		68.6			65.2			0.0			113.2
Provision for income taxes		0.0			16.0			1.8			0.0			17.8

Net (loss) income before equity in earnings of subsidiaries		(20.6	)		52.6			63.4			0.0			95.4
Equity in undistributed earnings of subsidiaries		116.0			0.0			0.0			(116.0	)		0.0

Net income	$	95.4		$	52.6		$	63.4		$	(116.0	)	$	95.4

⁽¹⁾	Includes all other subsidiaries of Argo Group International Holdings, Ltd. and all intercompany eliminations

⁽²⁾	Includes all Argo Group parent company eliminations

CONDENSED CONSOLIDATING STATEMENT OF (LOSS) INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(in millions)


	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group US, Inc. and Subsidiaries (Subsidiary Issuer)		Other Subsidiaries and Eliminations ⁽¹⁾		Consolidating Adjustments ⁽²⁾			Total
Premiums and other revenue:
Earned premiums	$	0.0		$	327.0	$	544.8	$	0.0		$	871.8
Net investment income		0.1			65.3		25.1		(0.2	)		90.3
Fee income, net		0.0			2.4		2.4		0.0			4.8
Net realized investment gains (losses)		(0.5	)		11.8		7.4		0.0			18.7

Total revenue		(0.4	)		406.5		579.7		(0.2	)		985.6

Expenses:
Losses and loss adjustment expenses		0.0			220.9		307.0		0.0			527.9
Other reinsurance-related expenses		0.0			0.0		20.8		0.0			20.8
Underwriting, acquisition and insurance expenses		21.4			127.9		197.0		0.0			346.3
Interest expense		2.9			11.8		2.5		(0.2	)		17.0
Foreign currency exchange loss		0.0			0.1		2.7		0.0			2.8

Total expenses		24.3			360.7		530.0		(0.2	)		914.8

(Loss) income before income taxes		(24.7	)		45.8		49.7		0.0			70.8
Provision for income taxes		0.0			10.4		3.4		0.0			13.8

Net (loss) income before equity in earnings of subsidiaries		(24.7	)		35.4		46.3		0.0			57.0
Equity in undistributed earnings of subsidiaries		81.7			0.0		0.0		(81.7	)		0.0

Net income	$	57.0		$	35.4	$	46.3	$	(81.7	)	$	57.0

⁽¹⁾	Includes all other subsidiaries of Argo Group International Holdings, Ltd. and all intercompany eliminations

⁽²⁾	Includes all Argo Group parent company eliminations

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(in millions)


	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group US, Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Net cash flows from operating activities	$	(15.5	)	$	75.9			(63.4	)	$	0.0		$	(3.0	)

Cash flows from investing activities:
Proceeds from sales of investments		0.0			863.2			515.6			0.0			1,378.8
Proceeds from maturities and mandatory calls of investments		0.0			139.0			85.2			0.0			224.2
Purchases of investments		0.0			(942.4	)		(464.9	)		0.0			(1,407.3	)
Change in short-term investments and foreign regulatory deposits		(0.8	)		(38.5	)		(36.2	)		0.0			(75.5	)
Settlements of foreign currency exchange forward contracts		1.9			0.0			(8.3	)		0.0			(6.4	)
Issuance of intercompany note, net		0.0			0.0			(24.9	)		24.9			0.0
Purchase of fixed assets		0.0			(17.7	)		(1.4	)		0.0			(19.1	)
Other, net		(0.1	)		4.4			0.2			0.0			4.5

Cash provided by investing activities		1.0			8.0			65.3			24.9			99.2

Cash flows from financing activities:
Borrowings under intercompany note, net		24.9			0.0			0.0			(24.9	)		0.0
Proceeds from issuance of senior unsecured fixed rate notes		0.0			0.0			0.0			0.0			0.0
Activity under stock incentive plans		1.4			0.0			0.0			0.0			1.4
Repurchase of Company’s common shares		0.0			(40.1	)		0.0			0.0			(40.1	)
Excess tax expense from share-based payment arrangements		0.0			(0.2	)		0.4			0.0			0.2
Payment of cash dividends to common shareholders		(11.8	)		0.0			0.0			0.0			(11.8	)

Cash provided (used) by financing activities		14.5			(40.3	)		0.4			(24.9	)		(50.3	)

Effect of exchange rate changes on cash		0.0			0.0			(0.1	)		0.0			(0.1	)

Change in cash		(0.0	)		43.6			2.2			0.0			45.8
Cash, beginning of period		0.0			73.9			21.9			0.0			95.8

Cash, end of period	$	(0.0	)	$	117.5		$	24.1		$	0.0		$	141.6

⁽¹⁾	Includes all other subsidiaries of Argo Group International Holdings, Ltd and all intercompany eliminations

⁽²⁾	Includes all Argo Group parent company eliminations

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(in millions)


	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group US, Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Net cash flows from operating activities	$	(17.9	)	$	13.7		$	67.7		$	0.0		$	63.5

Cash flows from investing activities:
Proceeds from sales of investments		0.0			458.9			439.6			0.0			898.5
Proceeds from maturities and mandatory calls of investments		0.0			253.9			111.0			0.0			364.9
Purchases of investments		0.0			(712.1	)		(539.3	)		0.0			(1,251.4	)
Change in short-term investments and foreign regulatory deposits		(0.1	)		(64.3	)		(34.6	)		0.0			(99.0	)
Settlements of foreign currency exchange forward contracts		(0.6	)		0.0			0.0			0.0			(0.6	)
Acquisitions		0.0			(1.4	)		0.0			0.0			(1.4	)
Issuance of intercompany note, net		0.0			(10.0	)		(17.3	)		27.3			0.0
Purchase of fixed assets		0.0			(23.6	)		(3.3	)		0.0			(26.9	)
Other, net		0.0			2.0			0.7			0.0			2.7

Cash provided (used) by investing activities		(0.7	)		(96.6	)		(43.2	)		27.3			(113.2	)

Cash flows from financing activities:
Borrowings under intercompany note, net		27.3			25.0			(25.0	)		(27.3	)		0.0
Proceeds from issuance of senior unsecured fixed rate notes		0.0			139.2			0.0			0.0			139.2
Activity under stock incentive plans		0.7			0.0			0.0			0.0			0.7
Repurchase of Company’s common shares		0.0			(38.6	)		0.0			0.0			(38.6	)
Excess tax expense from share-based payment arrangements		0.0			0.0			0.0			0.0			0.0
Payment of cash dividends to common shareholders		(9.3	)		0.0			0.0			0.0			(9.3	)

Cash (used) provided by financing activities		18.7			125.6			(25.0	)		(27.3	)		92.0

Effect of exchange rate changes on cash		0.0			0.0			(0.5	)		0.0			(0.5	)

Change in cash		0.1			42.7			(1.0	)		0.0			41.8
Cash, beginning of period		0.0			85.1			15.8			0.0			100.9

Cash, end of period	$	0.1		$	127.8		$	14.8		$	0.0		$	142.7

⁽¹⁾	Includes all other subsidiaries of Argo Group International Holdings, Ltd. and all intercompany eliminations

⁽²⁾	Includes all Argo Group parent company eliminations

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our results of operations for the three and nine months ended September 30, 2013 compared with the three and nine months ended September 30, 2012, and also a discussion of our financial condition as of September 30, 2013. This discussion and analysis should be read in conjunction with the attached unaudited interim Consolidated Financial Statements and notes thereto and Argo Group’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on February 28, 2013, including the audited Consolidated Financial Statements and notes thereto.

Forward Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk and the accompanying Consolidated Financial Statements (including the notes thereto) may contain “forward looking statements,” which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that actual developments will be those anticipated by us. Actual results may differ materially as a result of significant risks and uncertainties, including non-receipt of expected payments, the capital markets and their effect on investment income and the fair value of the investment portfolio, development of claims and the effect on loss reserves, accuracy in estimating loss reserves, changes in the demand for our products, the effect of general economic conditions, adverse government legislation and regulations, government investigations into industry practices, developments relating to existing agreements, heightened competition, changes in pricing environments and changes in asset valuations. For a more detailed discussion of risks and uncertainties, see our public filings made with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statements.

Generally, it is our policy to communicate events that may have a material adverse impact on our operations or financial position, including property and casualty catastrophic events and material losses in the investment portfolio, in a timely manner through a public announcement. It is also our policy not to make public announcements regarding events that are believed to have no material adverse impact on our results of operations or financial position based on management’s current estimates and available information, other than through regularly scheduled calls, press releases or filings.

Results of Operations

The following is a comparison of selected data from our operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Gross written premiums	$	495.1		$	485.5		$	1,475.5		$	1,356.0

Earned premiums	$	330.5		$	304.3		$	962.2		$	871.8
Net investment income		24.1			28.9			77.3			90.3
Fee income, net		0.3			3.0			0.5			4.8
Net realized investment and other gains		9.1			8.3			29.6			18.7

Total revenue	$	364.0		$	344.5		$	1,069.6		$	985.6

Income before income taxes	$	32.9		$	17.7		$	113.2		$	70.8
Provision for income taxes		1.9			4.3			17.8			13.8

Net income	$	31.0		$	13.4		$	95.4		$	57.0

Loss ratio		58.6	%		62.6	%		58.4	%		62.0	%
Expense ratio		38.9	%		39.7	%		39.9	%		40.7	%

Combined ratio		97.5	%		102.3	%		98.3	%		102.7	%

The increase in consolidated gross written and earned premiums was primarily attributable to growth in our segments, excluding Commercial Specialty, resulting from our introduction of new products, increased renewals and moderate rate increases. Partially offsetting these increases were declines in gross written and earned premiums in the Commercial Specialty segment due to the planned reductions in select lines.

The decline in consolidated net investment income was primarily attributable to a reduction in invested asset balances due to the transfer of certain invested assets as a result of a whole account quota share contract for our Syndicate 1200 segment, which was effective in December 2012, the continued decline in portfolio yield and a modest repositioning of the portfolio away from longer duration assets.

The increase in consolidated net realized investment gains for the three and nine months ended September 30, 2013 as compared to the same period in 2012 was primarily attributable to increased realized gains on the sales of equity securities. Net realized gains on the equity portfolio increased to $7.1 million and $14.2 million for the three and nine months ended September 30, 2013 compared to $0.1 million and $0 for the same periods in 2012. Net realized gains (losses) on the fixed maturity portfolio were a $0.3 million loss and a $13.0 million gain for the three and nine months ended September 30, 2013 compared to $2.5 million and $12.9 million in gains for the same periods in 2012. Other investments reported realized gains of $2.6 million and $8.2 million for the three and nine months ended September 30, 2013 compared to $6.6 million and $7.6 million for the same periods in 2012. Included in consolidated net realized investment gains were other than temporary impairment write-offs of $0.1 million and $5.3 million for the three and nine months ended September 30, 2013, compared to $1.1 million and $2.0 million for the same periods ended 2012.

We have purchased foreign currency future forward contracts to manage currency exposure on losses related to selected loss events. The open contracts have a term of 90 days to match the anticipated payment pattern of the associated losses, and may be renewed at the end of each term. We do not apply hedge accounting to these contracts; as a result, all gains (losses) were recognized in net realized investment gains (losses). For the three months ended September 30, 2013 we recognized $1.1 million in foreign currency exchange losses related to the loss reserves recorded for these events which were offset by $2.4 million in realized gains from the currency forward contracts. For the nine months ended September 30, 2013, we recognized foreign currency exchange gains of $2.3 million related to the loss reserves recorded for these events which were offset by $2.2 million in realized losses from the currency forward contracts. The foreign currency exchange (gains) losses related to these loss reserves and the realized gains (losses) from the currency forward contracts are reported under the Corporate and Other segment.

Consolidated losses and loss adjustment expenses were $190.9 million and $186.3 million for the three months ended September 30, 2013 and 2012, respectively. Included in losses and loss adjustment expenses for the three months ended September 30, 2013 was $12.4 million of catastrophe losses attributable to Canadian floods, the German hail storm and United States storms. Partially offsetting these losses was $4.2 million in net favorable loss reserve development on prior accident years. Included in losses and loss adjustment expenses for the three months ended September 30, 2012 was $13.9 million of losses from storms in the United States, including $11.8 million from Hurricane Isaac. Partially offsetting these losses was $10.4 million in net favorable loss reserve development on prior accident years.

Consolidated losses and loss adjustment expenses were $554.1 million and $527.9 million for the nine months ended September 30, 2013 and 2012, respectively. Included in losses and loss adjustment expenses was $24.8 million in catastrophe losses resulting from European and Canadian floods, the German hail storm and United States storms. Partially offsetting these losses was $21.5 million in net favorable loss reserve development on prior accident years. Included in losses and loss adjustment expenses for the nine months ended September 30, 2012 was $22.0 million in losses from storms in the United States, including $11.8 million from Hurricane Isaac. Partially offsetting these losses was $17.8 million in net favorable loss reserve development on prior accident years. The following table summarizes the reserve development as respects to prior year loss reserves by line of business for the nine months ended September 30, 2013:


(in millions)	2012 Net Reserves		Net Reserve Development (Favorable)/Unfavorable			Percent of 2012 Net Reserves
General liability	$	919.9	$	(21.3	)		-2.3	%
Workers compensation		365.3		(3.6	)		-1.0	%
Commercial multi-peril		195.2		(0.5	)		-0.3	%
Commercial auto liability		165.1		10.3			6.2	%
Reinsurance - nonproportional assumed property		122.9		3.3			2.7	%
Special property		21.6		(2.6	)		-12.0	%
Syndicate 1200 property		140.1		(4.8	)		-3.4	%
Syndicate 1200 liability		122.5		0.9			0.7	%
All other lines		58.3		(3.2	)		-5.5	%

Total	$	2,110.9	$	(21.5	)		-1.0	%

In determining appropriate reserve levels at September 30, 2013, we maintained the same general processes and disciplines that were used to set reserves at prior reporting dates. No significant changes in methodologies were made to estimate the reserves since the last reporting date; however, at each reporting date we reassess the actuarial estimate of the reserve for loss and loss adjustment expenses and record our best estimate. Consistent with prior reserve valuations, as claims data becomes more mature for prior accident years, actuarial estimates were refined to weigh certain actuarial methods more heavily in order to respond to any emerging trends in the paid and reported loss data. These modifications to the analysis varied depending on whether the line of business was short-tailed or long-tailed and also varied by accident year. While prior accident years’ net reserves for losses and loss adjustment expenses for some lines of business have developed favorably in recent years, this does not infer that more recent accident years’ reserves also will develop favorably; pricing, reinsurance costs, the legal environment, general economic conditions including changes in inflation and many other factors impact management’s ultimate loss estimates.

When determining reserve levels, we recognize that there are several factors that present challenges and uncertainties to the estimation of loss reserves. Examples of these uncertainties include changes to the reinsurance structure and potential increases in inflation. Our net retained losses vary by product and these retentions have generally increased over time. To properly recognize these uncertainties, actuarial reviews have given significant consideration to the paid and incurred Bornhuetter-Ferguson (“BF”) methodologies. Compared with other actuarial methodologies, the paid and incurred BF methods assign smaller weight to actual reported loss experience, with the greatest weight assigned to an expected or planned loss ratio. The expected or planned loss ratio has typically been determined using various assumptions pertaining to prospective loss frequency and loss severity. In setting reserves at September 30, 2013, we continued to consider the paid and incurred BF methods for recent years.

Our loss reserve estimates gradually blend in the results from development and frequency/severity methodologies over time. For general liability estimates, more credibility is assigned to our own loss experience approximately 60 to 72 months after the beginning of an accident year. For property business, our loss reserve estimates also blend in the results from development and frequency/severity methodologies over time. For property lines, in contrast to general liability estimates, full credibility is assigned to our loss experience approximately 18 to 36 months after the beginning of an accident year, where loss reporting and claims closing patterns settle more quickly. Our loss experience receives partial weighting in the estimates 12 to 24 months after the beginning of the accident year.

Consolidated loss reserves were $3,222.9 million (including $128.6 million of reserves attributable to Syndicate 1200 segment’s trade capital providers), and $3,227.9 million (including $172.7 million of reserves attributable to the Syndicate 1200 segment’s trade capital providers) as of September 30, 2013 and 2012, respectively. Management has recorded its best estimate of loss reserves as of September 30, 2013 based on current known facts and circumstances. Due to the significant uncertainties inherent in the estimation of loss reserves, there can be no assurance that future loss development, favorable or unfavorable, will not occur.

In 2011, we entered into two reinsurance transactions with a special purpose reinsurance company which provided coverage through the issuance of two catastrophe bond transactions. The reinsurance transactions provide coverage for selected events. The initial catastrophe bond cover expired on December 31, 2012. In accordance with generally accepted accounting principles in the United States, we are accounting for these covers as derivatives, and as such, present the financial statement impact in a separate line item – “Other reinsurance-related expenses” - in the Consolidated Statements of Income. Other reinsurance-related expenses totaled $4.6 million and $14.4 million for the three and nine months ended September 30, 2013, compared to $7.0 million and $20.8 million for the three and nine months ended September 30, 2012. As management views these coverages as reinsurance protection, we treat the financial statement effects of these covers as ceded premium for the purposes of calculating our loss, expense and combined ratios.

Consolidated underwriting, insurance and acquisition expenses were $126.7 million and $378.0 million for the three and nine months ended September 30, 2013, respectively, compared to $118.0 million and $346.3 million for the same periods in 2012. The decline in the expense ratio for the three and nine months ended September 30, 2013 as compared to the same period in 2012 was primarily attributable to the operations in Brazil increasing earned premiums, without a corresponding increase in expenses.

Consolidated interest expense was $5.1 million and $15.1 million for the three and nine months ended September 30, 2012 compared to $5.8 million and $17.0 million for the same periods in 2012. The decline in consolidated interest expense was the result of redemption in November 2012 of two fixed-rate junior subordinated debentures with the proceeds of the senior fixed rate notes, which bear a lower interest rate.

Consolidated foreign currency exchange losses for the three months ended September 30, 2013 and 2012 were $3.8 million and $9.7 million, respectively. Consolidated foreign currency exchange gain for the nine months ended September 30, 2013 was $5.2 million compared to a $2.8 million loss for the same period ended 2012. The changes in the foreign currency exchange gains/losses were due to fluctuations of the U.S Dollar, on a weighted average basis, against the currencies in which we transact our business.

The consolidated income tax provision represents the income tax expense associated with our operations based on the tax laws of the jurisdictions in which they operate. Therefore, the consolidated provision for income taxes represents taxes on net income for our United States, United Kingdom, Belgium, Brazil, Ireland and Switzerland operations. The consolidated provision for income taxes was $1.9 million for the three months ended September 30, 2013 compared to $4.3 million consolidated income tax provision for the same period ended 2012. The decline in the effective tax rate for 2013 as compared to 2012 was primarily attributable to our United Kingdom operations generating a taxable loss, resulting in the recording of a tax benefit. The consolidated provision for income taxes was $17.8 million and $13.8 million for the nine months ended September 30, 2013 and 2012, respectively. The increase in the tax provision in 2013 as compared to 2012 was primarily attributable to increased taxable income in our United States operations. The decline in the effective tax rate for 2013 as compared to 2012 was primarily attributable to reduced taxable income in our United Kingdom operations, coupled with increased net income for our Bermuda operations, which is not subjected to income taxes.

Segment Results

In evaluating the operating performance of our segments, we focus on core underwriting and investing results before consideration of realized gains or losses from the sales of investments. Management excludes realized investment gains and losses from segment results, as decisions regarding the sales of investments are made at the corporate level. Although this measure of profit (loss) does not replace net income (loss) computed in accordance with GAAP as a measure of profitability, management uses this measure of profit (loss) to focus its reporting segments on generating operating income.

Since we generally manage and monitor the investment portfolio and indebtedness on an aggregate basis, the related net investment income and interest expense, are discussed above on a consolidated basis under consolidated net investment income and consolidated interest expense rather than within or by segment. We allocate net investment income and interest expense to each segment based on their allocated capital and reserves, while taking into consideration the anticipated duration of these reserves.

Excess and Surplus Lines. The following table summarizes the results of operations for the Excess and Surplus Lines segment for the three and nine months ended September 30, 2013 and 2012:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Gross written premiums	$	139.4		$	131.7		$	442.8		$	382.9

Earned premiums	$	120.6		$	100.8		$	334.4		$	295.5
Losses and loss adjustment expenses		59.3			60.0			180.4			164.8
Other reinsurance-related expenses		1.2			—			3.7			0.0
Underwriting, acquisition and insurance expenses		38.9			35.9			117.2			106.3

Underwriting income		21.2			4.9			33.1			24.4
Net investment income		10.2			12.5			32.3			38.5
Interest expense		(1.8	)		(2.3	)		(5.2	)		(6.6	)

Income before income taxes	$	29.6		$	15.1		$	60.2		$	56.3

Loss ratio		49.7	%		59.5	%		54.6	%		55.7	%
Expense ratio		32.5	%		35.5	%		35.4	%		36.0	%

Combined ratio		82.2	%		95.0	%		90.0	%		91.7	%

The increase in gross written and earned premiums for the three and nine months ended September 30, 2013 as compared to the same periods in 2012 was primarily attributable to increased underwriting activity and rate increases in virtually all lines. The Excess and Surplus Lines segment has introduced several new products during 2012 and into 2013 to focus on future growth and profitability.

The decline in the loss ratio for the three months ended September 30, 2013 as compared to the same period in 2012 was primarily attributable to reduced catastrophe losses and improved current accident year results. Catastrophe losses for the three months ended September 30, 2013 were $1.0 million resulting from United States storm activity. Offsetting these losses was $12.4 million in net favorable development on prior accident year loss reserves primarily driven by $15.8 million of favorable development in the general and product liability lines, partially offset by $4.3 million in unfavorable development in the commercial automobile lines. Included in the loss ratio for the three months ended September 30, 2012 was $8.2 million in losses from Hurricane Isaac. Offsetting these losses was $11.8 million in net favorable loss reserve development on prior accident years. The favorable development was primarily attributable to $9.8 million in favorable development in the general and product liability lines for accident years and 2009 and prior.

Included in the loss ratio for the nine months ended September 30, 2013 was $4.4 million in catastrophe losses from storm activity in the United States. Offsetting these losses was $26.8 million in net favorable loss reserve development on prior accident years. This favorable development was driven by $35.9 million in the general and

products liability lines, partially offset by $9.1 million of unfavorable development in commercial automobile Included in the loss ratio for the nine months ended September 30, 2012 was $10.0 million resulting from storms in the United States, including $8.2 million from Hurricane Isaac. Offsetting these losses was $33.5 million in net favorable loss reserve development on prior accident years. This favorable development was driven by $23.6 million of favorable development in the general and products liability lines in accident years 2009 and prior, $3.1 million in favorable development in property lines, primarily in accident year 2010, and favorable development of $2.4 million in auto liability, primarily driven by accident year 2009. Loss reserves were $1,173.3 million and $1,236.1 million at September 30, 2013 and 2012, respectively.

The decline in the expense ratios for the three and nine months ended September 30, 2013 as compared to the same periods in 2012 was primarily attributable to increased premium volumes, without a corresponding increase to fixed costs.

Commercial Specialty. The following table summarizes the results of operations for the Commercial Specialty segment for the three and nine months ended September 30, 2013 and 2012:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Gross written premiums	$	138.6		$	144.8		$	330.3		$	345.2

Earned premiums	$	74.6		$	78.6		$	225.1		$	241.8
Losses and loss adjustment expenses		45.5			62.3			143.9			188.7
Other reinsurance-related expenses		0.3			—			0.7			—
Underwriting, acquisition and insurance expenses		22.4			26.7			75.9			83.7

Underwriting income (loss)		6.4			(10.4	)		4.6			(30.6	)
Net investment income		5.6			6.7			17.6			20.6
Interest expense		(1.0	)		(1.4	)		(2.8	)		(4.2	)
Fee (expense) income, net		(0.9	)		2.4			(2.1	)		2.4

Income (loss) before income taxes	$	10.1		$	(2.7	)	$	17.3		$	(11.8	)

Loss ratio		61.4	%		79.1	%		64.2	%		78.0	%
Expense ratio		30.1	%		34.0	%		33.8	%		34.6	%

Combined ratio		91.5	%		113.1	%		98.0	%		112.6	%

The decline in gross written and earned premiums for the three and nine months ended September 30, 2013 as compared to the same periods ended 2012 was primarily due to reduced writings in our retail business and public entity units due to planned reductions as we exited unprofitable accounts and implemented underwriting initiatives, partially offset by increasing rates. Partially offsetting these declines was increased gross written premiums in our surety business and commercial programs units, as these business units continue to expand.

Included in the loss ratio for the three months ended September 30, 2013 was $1.0 million in losses resulting from storms in the United States. Additionally, losses and loss adjustment expenses for the three months ended September 30, 2013 included $0.3 million of net unfavorable development on prior accident year loss reserves. The unfavorable development was primarily attributable to $4.4 million unfavorable development in general liability lines due to increases in claim severity and $0.3 million unfavorable development in automobile liability. Partially offsetting this unfavorable development was $3.7 million in favorable development in the workers compensation. Included in the loss ratio for the three months ended September 30, 2012 was $3.7 million in losses resulting from storms in the United States. Included in losses and loss adjustment expenses was $0.6 million of net unfavorable development on prior accident year loss reserves. The unfavorable development was primarily attributable to $2.2 million unfavorable development in general liability lines due to increased claims severity. Partially offsetting the unfavorable development was $1.7 million of favorable development in the workers compensation lines.

Included in the loss ratio for the nine months ended September 30, 2013 was $3.7 million in losses resulting from storms in the United States. Additionally, losses and loss adjustment expenses for the nine months ended September 30, 2013 included $0.4 million of net unfavorable development on prior accident year loss reserves. The unfavorable development was primarily attributable to $11.4 million unfavorable development in general liability due to increases in claim severity and $2.4 million unfavorable development in automobile liability. Partially offsetting this unfavorable development was $6.7 million favorable development in short tail lines and $5.8 million favorable development in workers compensation lines. Included in the loss ratio for the nine months ended September 30, 2012 was $7.9 million in losses resulting from storms in the United States. Included in losses and loss adjustment expenses was $18.6 million of net unfavorable development on prior accident year loss reserves. The unfavorable development was primarily attributable to $24.9 million of unfavorable development in the general liability lines due to increases in claim severity, and $3.8 million unfavorable development in the automobile liability lines. Partially offsetting the unfavorable development was $7.7 million of favorable development in the workers compensation lines and $2.4 million favorable development in the short tail lines. Loss reserves for the Commercial Specialty segment were $662.9 million and $630.6 million as of September 30, 2013 and 2012, respectively.

The decline in the dollar value of underwriting, acquisition and insurance expense was primarily attributable to decreased acquisition costs due to the decline in premiums. The decline in the expense ratios for 2013 as compared to 2012 was primarily attributable to reduced fixed costs and slightly higher ceding commissions received.

The decline in fee income for 2013 as compared to 2012 was primarily attributable to the introduction of new programs for which revenues have not yet exceeded expenses incurred.

International Specialty: The following table summarizes the results of operations for the International Specialty segment for the three and nine months ended September 30, 2013 and 2012:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Gross written premiums	$	68.8		$	60.2		$	243.1		$	202.1

Earned premiums	$	37.5		$	33.4		$	106.6		$	90.8
Losses and loss adjustment expenses		26.4			14.9			62.8			37.8
Other reinsurance-related expenses		1.5			2.3			4.6			7.0
Underwriting, acquisition and insurance expenses		10.7			11.6			35.1			30.9

Underwriting (loss) income		(1.1	)		4.6			4.1			15.1
Net investment income		2.4			3.1			6.4			10.0
Interest expense		(0.8	)		(1.1	)		(2.4	)		(3.1	)

Income before income taxes	$	0.5		$	6.6		$	8.1		$	22.0

Loss ratio		73.2	%		48.0	%		61.5	%		45.2	%
Expense ratio		29.7	%		37.4	%		34.4	%		36.9	%

Combined ratio		102.9	%		85.4	%		95.9	%		82.1	%

Gross written and earned premiums increased for the three and nine months ended September 30, 2013 primarily as a result of growth in all business units. Earned premiums for our short tail lines were $21.0 million and $58.2 million for the three and nine months ended September 30, 2013, respectively, compared to $20.0 million and $55.3 million for the same periods in 2012. The excess casualty and professional lines business contributed earned premiums of $5.3 million and $14.9 million for the three and nine months ended September 30, 2013 compared with $4.6 million and $13.1 million for the same periods in 2012. Earned premium for the business unit in Brazil was $9.9 million and $29.9 million for the three and nine months ended September 30, 2013 compared with $6.7 million and $18.4 million for the same periods in 2012.

The increase in the loss ratio for the three and nine months ended September 30, 2013 as compared to the same period in 2012 was due to increased catastrophe losses. Included in losses and loss adjustment expenses for the three months ended September 30, 2013 was $6.7 million resulting from Canadian floods and $4.9 million from the German hail storm. Partially offsetting these catastrophe losses was a $1.2 million reduction in losses resulting from storms that occurred in the first six months of 2012 in the United States. In comparison, losses and loss adjustment expenses for the three months ended September 30, 2012 included $0.5 million in losses resulting from Hurricane Isaac and a $1.1 million reduction in losses resulting from storms that occurred in the first six months of 2012 in the United States. Also included in losses and loss adjustment expenses for the three months ended September 30, 2013 and 2012 was $1.2 million and $0.9 million, respectively, of net favorable development on prior accident year loss reserves in short tail lines.

Included in losses and loss adjustment expenses for the nine months ended September 30, 2013 was $16.7 million in catastrophe losses primarily consisting of $11.3 million resulting from the European and Canadian floods and $4.9 million from the German hail storm. Included in losses and loss adjustment expenses for the nine months ended September 30, 2012 were $1.0 million in losses resulting from storms in the United States. Included in losses and loss adjustment expenses for the nine months ended September 30, 2013 was $0.6 million in net favorable development on prior accident year loss reserves primarily attributable to $3.0 million of favorable development on professional lines due to favorable loss activity and $1.2 million on assumed contracts from older years, partially offset by $2.7 million in unfavorable development on the short tail lines including a marine industry loss warranty and crop losses and $0.8 million in unfavorable development in our Brazil unit. Included in losses and loss adjustment expenses for the nine months ended September 30, 2012 was $4.5 million in favorable loss reserve development on prior accident years primarily due to the non-catastrophe property reinsurance losses. Loss reserves were $284.6 million and $251.1 million at September 30, 2013 and 2012, respectively.

The decline in the expense ratio for the three and nine months ended September 30, 2013 and 2012 as compared to the same periods in 2012 was primarily attributable to increased ceding commissions received, coupled with increased premium volumes in our Brazil operations.

Syndicate 1200: The following table summarizes the results of operations for the Syndicate 1200 segment for the three and nine months ended September 30, 2013 and 2012:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Gross written premiums	$	147.7		$	148.2		$	458.7		$	424.5

Earned premiums	$	97.3		$	90.8		$	295.6		$	242.3
Losses and loss adjustment expenses		50.1			45.3			157.4			130.6
Other reinsurance-related expenses		1.6			1.9			5.0			5.6
Underwriting, acquisition and insurance expenses		40.1			35.3			114.8			99.3

Underwriting income		5.5			8.3			18.4			6.8
Net investment income		2.5			3.8			8.1			11.4
Interest expense		(0.7	)		(0.9	)		(2.4	)		(2.6	)
Fee income, net		1.2			0.6			2.6			2.4

Income before income taxes	$	8.5		$	11.8		$	26.7		$	18.0

Loss ratio		52.3	%		51.0	%		54.2	%		55.2	%
Expense ratio		42.0	%		39.7	%		39.5	%		41.9	%

Combined ratio		94.3	%		90.7	%		93.7	%		97.1	%

For 2013, we have maintained our participation in Syndicate 1200 at 79%. For the three and nine months ended September 30, 2013, the property division wrote $64.6 million and $216.0 million of gross written premiums, respectively, compared to $67.6 million and $202.1 million for the same periods ended 2012. The increase in the property book, on a year to date basis, was primarily attributable to increased underwriting in the real estate owned, North American and International binders and property facultative lines. For the three and nine months ended September 30, 2013, the casualty division wrote $50.3 million and $154.2 million of gross written premiums, respectively, compared to $47.4 million and $132.8 million for the same periods ended 2012. Gross written premiums increased in 2013 due to increasing our exposure in general liability and medical malpractice. For the three and nine months ended September 30, 2013, the specialty division wrote $28.2 million and $68.8 million of gross written premiums, respectively, compared to $27.3 million and $72.0 million for the same periods ended 2012. The decline in the gross written premiums, on a year to date basis, was primarily due to the reduction of certain energy lines due to declining rates. For the three and nine months ended September 30, 2013, the aerospace division recorded gross written premiums of $4.9 million and $20.0 million, respectively, compared to $5.8 million and $17.5 million for the same periods in 2012. The increase in earned premiums in 2013 as compared to 2012, on a year to date basis, was primarily attributable to the increase in gross written premiums discussed above.

Losses and loss adjustment expenses are reported net of losses ceded to the trade capital providers. The Syndicate 1200 segment reported no catastrophe losses for the three and nine months ended September 30, 2013. Included in losses and loss adjustment expenses for the three and nine months ended September 30, 2013 was $0.6 million and $4.1 million net favorable development on prior accident year loss reserves driven by favorable development in property facultative, international property treaty, financial institutions and personal injury business. Partially offsetting this was unfavorable development in the general liability business due to poorer than expected claims experience. Losses and loss adjustment expenses for the three and nine months ended September 30, 2012 included $3.0 million in losses resulting from Hurricane Isaac. Also included in losses and loss adjustment expenses for the three months ended September 30, 2012 was $2.1 million of net favorable development on prior accident year loss reserves driven by favorable development in the property facultative class of business, partially offset by unfavorable development in the general liability class of business. Included in losses and loss adjustment expenses for the nine months ended September 30, 2012 was $4.4 million in net favorable reserve development primarily attributable to favorable development in property lines partially offset by unfavorable development in liability lines.

Loss reserves as of September 30, 2013 were $754.4 million which included $128.6 million attributable to trade capital providers, compared to $731.7 million which included $172.7 million of reserves attributable to the trade capital providers as of September 30, 2012.

The increase in the expense ratio for the three months ended September 30, 2013 as compared to the same period in 2012 was primarily attributable to a decline in ceding commissions received due to the change in a quota share reinsurance contract, coupled with higher acquisition expenses due to a shift to binder business in the quarter. The decline in the expense ratio for the nine months ended September 30, 2013 as compared to the same period in 2012 was primarily attributable to reduced fixed costs as a percentage of earned premiums.

Fee income, net represents fees and profit commission derived from the management of third party capital for our underwriting syndicate at Lloyd’s. The increase in fee income, net for the three and nine months ended September 30, 2013 as compared to the same period in 2012 was primarily due to increased fees and commissions due to increased profitability within the syndicate.

Run-off Lines. The Company has discontinued underwriting certain lines of business, including those lines that were previously reported in Argo Group US, Inc.’s Risk Management segment and discontinued reinsurance lines. As the Company no longer actively underwrites business within these programs, all current activity is related to the management of claims and other administrative functions.

Also included in the Run-off Lines segment are liabilities associated with other liability policies written in the 1970s and into the 1980s, and include asbestos and environmental liabilities as well as medical malpractice liabilities. The Company regularly monitors the activity of claims within the Run-off Lines.

The following table summarizes the results of operations for the Run-off Lines segment:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2013			2012			2013			2012
Earned premiums	$	0.5		$	0.7		$	0.5		$	1.4
Losses and loss adjustment expenses		9.6			3.8			9.6			6.0
Underwriting, acquisition and insurance expenses		2.1			1.7			3.5			4.8

Underwriting loss		(11.2	)		(4.8	)		(12.6	)		(9.4	)
Net investment income		2.6			2.8			8.2			9.8
Interest expense		(0.5	)		(0.5	)		(1.4	)		(1.9	)

Loss before income taxes	$	(9.1	)	$	(2.5	)	$	(5.8	)	$	(1.5	)

Earned premiums for the Run-off Lines segment are due to adjustments resulting from final audits, reinstatement premiums and other adjustments on policies previously written.

Losses and loss adjustment expense for the three and nine months ended September 30, 2013 included $9.7 million and $9.6 million in net unfavorable development on prior accident year loss reserves, respectively. Net unfavorable development for the three and nine months ended September 30, 2013 was primarily attributable to $5.7 million and $6.4 million, respectively, of unfavorable development in the asbestos liability exposure driven by higher defense costs in the primary book of business. Included in losses and loss adjustment expenses for the three months ended September 30, 2013 was $2.0 million in unfavorable development due to the settlement of a late reported Hurricane Katrina claim. Additionally, included in losses and loss adjustment expenses for both the three and nine months ended September 30, 2013 was $2.0 million of unfavorable development in the medical malpractice liability lines due to the loss of the New York Liquidation Bureau funding for structured settlement annuity payments and $2.0 million in unfavorable development due to the settlement of a late reported Hurricane Katrina claim. Losses and loss adjustment expenses for the three months ended September 30, 2012 included $3.8 million of net unfavorable loss reserve development on prior accident years primarily due to $5.5 million of unfavorable development in asbestos, primarily resulting from increased defense costs, and $1.7 million of unfavorable development for other latent lines. Partially offsetting the unfavorable development was $3.4 million in net favorable development primarily attributable to the run-off workers compensation lines. Losses and loss adjustment expenses for the nine months ended September 30, 2012 included $6.0 million of net unfavorable loss reserve development on prior accident years primarily attributable to the asbestos lines, partially offset by favorable development within the run-off workers compensation lines.

Loss reserves for the Run-off Lines were as follows:


	Nine Months Ended September 30,
(in millions)	2013						2012
	Gross			Net			Gross			Net
Asbestos and environmental:
Loss reserves, beginning of the year	$	64.6		$	58.9		$	75.3		$	68.2
Incurred losses		7.0			6.4			5.8			5.5
Losses paid		(9.6	)		(9.3	)		(12.3	)		(11.1	)

Loss reserves - asbestos and environmental, end of the period		62.0			56.0			68.8			62.6
Risk management reserves		270.1			175.9			280.1			197.8
Run-off reinsurance reserves		10.4			10.4			15.3			15.3
Other run-off lines		5.2			4.5			8.2			7.4

Total loss reserves - Run-off Lines	$	347.7		$	246.8		$	372.4		$	283.1

Underwriting, acquisition and insurance expenses for the Run-off Lines segment consists primarily of administrative expenses. Underwriting expense for the nine months ended September 30, 2013 were reduced by $2.3 million received due to the settlement of a disputed assessment.

Liquidity and Capital Resources

Our principal operating cash flow sources are premiums and investment income. The primary operating cash uses are claim payments, reinsurance costs, acquisition and operating expenses. Argo Group’s holding companies have access to various sources of liquidity including subsidiary dividends, its revolving credit facility and access to the debt and equity capital markets.

For the nine months ended September 30, 2013, net cash used by operating activities was $3.0 million, compared to $63.5 million for the same period in 2012, primarily attributable to the partial settlement of a whole account quota share contract covering the Syndicate 1200 segment loss reserves for the 2009 and prior years of account. The source of the cash used to settle this reinsurance payable was the sale of fixed maturity assets, and is included in the cash from investing activities section of our Statements of Cash Flows.

From January 1, 2013 through September 30, 2013, we repurchased 948,988 shares of our common stock at an average price of $40.80 for a total cost of $38.7 million. Since the inception of the Argo Group buy-back program in 2007 through September 30, 2013, we have repurchased 7,408,601 shares of our common stock at an average price of $32.96 for a total cost of $244.2 million.

On April 30, 2010, each of Argo Group International Holdings, Ltd., Argo Group US, Inc. (“Argo Group US”), Argo International Holdings Limited, and Argo Underwriting Agency Limited (the “Borrowers”) entered into a $150,000,000 Credit Agreement (“Credit Agreement”) with major money center banks. On July 22, 2011 the Borrowers entered into Amendment No. 2 to the Credit Agreement which increased the revolving credit facility under the Credit Agreement from $150 million to $170 million, extended the maturity date from April 30, 2013 to April 30, 2014, and modified certain other terms. Borrowings under the Credit Agreement may be used for general corporate purposes, including working capital and permitted acquisitions, and each of the Borrowers has agreed to be jointly and severally liable for the obligations of the other Borrowers under the Credit Agreement.

The Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the Borrowers could be required to repay all amounts outstanding under the Credit Agreement. Lenders holding more than 51% of the loans and commitments under the Credit Agreement may elect to accelerate the maturity of the loans under the Credit Agreement upon the occurrence and during the continuation of an event of default. No defaults or events of defaults have occurred as of the date of this filing.

Currently, we do not have an outstanding balance under the $170.0 million credit facility. The credit facility allows up to $15.0 million of the facility to be used for letters of credit, subject to availability under the line. Currently, we have $0.8 million in LOCs issued and outstanding under the facility.

On May 7, 2013, our Board of Directors declared a 10% stock dividend, payable on June 17, 2013, to shareholders of record at the close of business on June 3, 2013. Shareholders received cash in lieu of fractional shares. On May 7, 2013, our Board of Directors declared a quarterly cash dividend in the amount of $0.15 on each share of common stock outstanding, on a post-stock dividend basis. On June 20, 2013, we paid $4.1 million to our shareholders of record on June 3, 2013.

On November 4, 2013, our Board of Directors approved the regular quarterly cash dividend of 15 cents per share on our common stock. The cash dividend will be paid on December 16, 2013, to shareholders of record at the close of business on December 2, 2013.

Refer to Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in Argo Group’s Annual Report on Form 10-K for the year ended December 31, 2012 that Argo Group filed with the Securities and Exchange Commission on February 28, 2013 for further discussion on Argo Group’s liquidity.

Recent Accounting Standards and Critical Accounting Estimates

New Accounting Standards

The discussion of the adoption and pending adoption of recently issued accounting policies is included in Note 2, “Recently Issued Accounting Standards,” in the Notes to the Consolidated Financial Statements, included in Part I, Item 1—“Consolidated Financial Statements (unaudited).”

Critical Accounting Estimates

Refer to “Critical Accounting Estimates” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 that we filed with the Securities and Exchange Commission on February 28, 2013 for information on accounting policies that we consider critical in preparing our consolidated financial statements. These policies include significant estimates made by management using information available at the time the estimates were made. However, these estimates could change materially if different information or assumptions were used.

Income Taxes

We are not engaged in a trade or business in the United States or the United Kingdom and, accordingly, do not expect to be subject to direct United States or United Kingdom income taxation.

We also have operations in Belgium, Switzerland, Brazil, France, Malta and Ireland, which are subject to income taxes imposed by the jurisdiction in which they operate. We have operations in the United Arab Emirates, which are not subject to income tax under the laws of that country.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We believe that we are principally exposed to three types of market risk: interest rate risk, credit risk and foreign currency risk.

Interest Rate Risk

Our fixed maturities portfolio is exposed to interest rate risk. Fluctuations in interest rates have a direct impact on the fair valuation of these securities. As interest rates rise, the fair value of our fixed maturity portfolio generally falls, and the converse is generally also true. We manage interest rate risk through an asset liability strategy that involves the selection of investments with appropriate characteristics, such as duration, yield, currency and liquidity that are tailored to the anticipated cash outflow characteristics of our liabilities. A significant portion of the investment portfolio matures each quarter, allowing for reinvestment at current market rates.

Credit Risk

We have exposure to credit risk primarily as a holder of fixed maturity investments, short-term investments, and other investments. Our risk management strategy and investment policy is to primarily invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to particular ratings categories and any one issuer.

As shown on the accompanying table, our fixed maturities portfolio is diversified among different types of investments. The securities are rated by one or more Nationally Recognized Statistical Rating Organizations, (i.e., Standard & Poor’s, Moody’s Investors Services, Inc., and Fitch Ratings, Ltd). If a security has two ratings, the lower rating is used, and if a security has three ratings, the middle rating is used in the preparation of this table. At September 30, 2013, our fixed maturities portfolio had a weighted average rating of AA-, with 77.9% ($2.2 billion fair value) rated A or better, and 36.7% ($1.0 billion fair value) rated AAA. Our portfolio included 6.6% ($186.5 million fair value) of less than investment grade (BB+ or lower) fixed maturities at September 30, 2013.


(in millions)	Fair Value AAA		Fair Value AA		Fair Value A		Fair Value Other		Total
USD denominated:
U.S. Governments	$	276.8	$	—	$	—	$	0.8	$	277.6
Non-U.S. Governments		25.6		3.8		2.0		42.8		74.2
Obligations of states and political subdivisions		140.6		389.4		75.1		3.2		608.3
Credit-Financial		6.7		50.6		215.8		125.7		398.8
Credit-Industrial		2.3		12.4		109.3		271.1		395.1
Credit-Utility		0.0		19.0		29.0		130.1		178.1
Structured securities:
CMO/MBS-agency		242.0		0.0		0.0		0.0		242.0
CMO/MBS-non agency		2.8		10.1		1.8		6.4		21.1
CMBS		106.6		39.1		17.2		0.7		163.6
ABS-residential		0.6		0.0		0.0		6.8		7.4
ABS-non residential		97.8		0.7		—		2.8		101.3
Foreign denominated:
Governments		112.9		89.8		4.4		21.6		228.7
Credit		18.5		36.7		52.2		8.3		115.7

Total fixed maturities	$	1,033.2	$	651.6	$	506.8	$	620.3	$	2,811.9

Foreign Currency Risk

We have exposure to foreign currency risk in both our insurance contracts and our invested assets. Some of our insurance contracts provide that ultimate losses may be payable in various foreign currencies. Foreign currency exchange rate risk exists where we do not have cash or securities denominated in the currency for which we will ultimately pay the claims. Thus, we attempt to manage our foreign currency risk by seeking to match our liabilities under insurance and reinsurance polices that are payable in foreign currencies with cash and investments that are denominated in such currencies. In certain instances, we use foreign exchange forward and put option contracts to mitigate this risk. Due to the extended time frame for settling the claims plus the fluctuation in currency exchange rates, the potential exists for us to realize gains and or losses related to foreign exchange rates. In addition, we may experience foreign currency gains or losses related to exchange rate fluctuations in operating expenses as certain operating costs are payable in currencies other than the U.S. Dollar. For the three and nine months ended September 30, 2013, we recorded realized losses of $3.8 million and realized gains of $5.2 million from movements in foreign currency rates on our insurance operations, realized losses of $0.5 million and $5.3 million from movements on foreign currency rates in our investment portfolio, and realized gains of $2.4 million and realized losses of $2.2 million from the currency forward contracts. In addition, we had unrealized gains at September 30, 2013 of $0.1 million on foreign currency rates in our investment portfolio, which is recorded in other comprehensive income. These gains are principally related to strengthening of non-U.S. Dollar denominated investment exchange rates to the U.S. Dollar.

We enter into short-term, currency spot and forward contracts designed to mitigate foreign exchange rate exposure for certain non-U.S. Dollar denominated fixed maturity investments. The forward contracts used are typically less than sixty days and are renewed at the discretion of the investment manager, as long as the non-U.S. Dollar denominated higher yielding fixed maturities investments are held in the portfolio. Forward contracts are designated as hedges for accounting purposes. The net realized effect on income for the three and nine months ended September 30, 2013 was not material.

Item 4.

Controls and Procedures

Argo Group, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation 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 of September 30, 2013. In designing and evaluating these disclosure controls and procedures, Argo Group and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by Argo Group in the reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There were no changes in the internal control over financial reporting made during the quarter ended September 30, 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We review our disclosure controls and procedures, which may include internal controls over financial reporting, on an ongoing basis. From time to time, management makes changes to enhance the effectiveness of these controls and ensure that they continue to meet the needs of our business activities over time.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1a.

Risk Factors

Terrorism Risk Insurance Program Reauthorization Act of 2007

On December 26, 2007, the President signed into law the Terrorism Risk Insurance Program Reauthorization Act of 2007, which extends the Terrorism Risk Insurance Act through December 31, 2014. The law extends the temporary federal program that provides for a transparent system of shared public and private compensation for insured losses resulting from acts of terrorism. The Department of the Treasury (“Treasury”) implements the program. On November 26, 2002, the President signed into law the Terrorism Risk Insurance Act of 2002 (“TRIA”). The Treasury on June 29, 2004, issued a final Claims Procedures Rule, effective July 31, 2004, as part of its implementation of title I of TRIA. TRIA also contains specific provisions designed to manage litigation arising out of, or resulting from, a certified act of terrorism. On July 28, 2004, Treasury issued a final rule concerning litigation management. On February 5, 2013, H.R. 508 (Terrorism Risk Insurance Program Reauthorization Act of 2013) was introduced in Congress for the purpose of amending the Terrorism Risk Insurance Act of 2002 to extend the Terrorism Risk Insurance Program for a period of five years (December 31, 2014 to December 31, 2019) and on May 23, 2013 H.R. 2146 (Terrorism Risk Insurance Program Reauthorization Act of 2013) was introduced in Congress for the purpose of amending the Terrorism Risk Insurance Act of 2002 to extend the Terrorism Risk Insurance Program for a period of ten years (December 31, 2014 to December 31, 2024).

See “Risk Factors” in the Argo Group Annual Report on Form 10-K for the year ended December 31, 2012 for a detailed discussion of the additional risk factors affecting the Company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchase of Equity Securities

On February 18, 2011, our Board of Directors authorized the repurchase of up to $150.0 million of our common shares (“2011 Repurchase Authorization”). The 2011 Repurchase Authorization supersedes the repurchase authorization approved on November 13, 2007 by the Board of Directors. Excluding the shares surrendered by employees in payment for the minimum required withholding taxes due resulting from our equity compensation programs, during the nine months ended September 30, 2013, we repurchased 948,988 shares at a cost of $38.7 million. On November 6, 2013, our Board of Directors authorized the repurchase of up to $150.0 million of our common shares (“2013 Repurchase Authorization”). The 2013 Repurchase Authorization supersedes the 2011 Repurchase Authorization.

As of September 30, 2013, we had repurchased a total of 7,408,601 of our common shares (total of $244.2 million repurchased) since the inception of the Argo Group buy-back program in 2007. Shares of stock repurchased will be held as treasury shares in accordance with the provisions of the Bermuda Companies Act 1981.

The following table provides information with respect to shares of our common stock that were repurchased or surrendered during each of the three months ended September 30, 2013:


Period	Total Number of Shares Purchased (a)		Average Price Paid per Share (b)		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (c)		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (d)
July 1 through July 31, 2013		104,587	$	44.63		100,603	$	36,396,617
August 1 through August 31, 2013		169,997	$	43.91		94,809	$	32,241,547
September 1 through September 30, 2013		—	$	—		—	$	32,241,547

Total		274,584	$	44.19		195,412

Employees are allowed to surrender shares to settle the tax liability incurred upon the vesting of shares under the various employees equity compensation plans. For the three months ended September 30, 2013, we received 24,893 shares of our common stock that were surrendered by employees in payment for the minimum required withholding taxes due resulting from our equity compensation programs. Additionally, for the three months ended September 30, 2013, we received 56,295 shares of our common stock that were surrendered by employees to net settle option exercises. In the above table, these shares are included in columns (a) and (b), but excluded from columns (c) and (d). These shares do not reduce the number of shares that may yet be purchased under the repurchase plan.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

The Company executed, effective as of November 5, 2013, an employment agreement (the “Agreement”) with Mark E. Watson III, the Company’s President and Chief Executive Officer, that terminates on November 4, 2016, subject to two subsequent one-year renewal periods unless either the Company or Mr. Watson provides written notice to the other of its intention not to renew the Agreement at least six months prior to the beginning of either of the one-year renewal periods. The Agreement replaces and supersedes the employment agreement previously entered into between the Company and Mr. Watson. The Agreement provides that Mr. Watson will receive an annualized base salary of $1,000,000 less applicable withholdings and deductions (the “Base Salary”). The Human Resources Committee of the Company’s Board of Directors will review the Base Salary annually and may increase (but not decrease) the Base Salary. Mr. Watson also may be eligible to earn annual incentive awards and long-term incentive awards in the sole discretion of the Company from time to time.

In the event that the Company terminates Mr. Watson for Cause (as defined in the Agreement) he will receive his Base Salary and any benefits accrued as of the date of termination, and he will not be entitled to any other benefits except as required by law.

In the event that Mr. Watson terminates the Agreement for Good Reason (as defined in the Agreement), the Company terminates Mr. Watson without Cause or the Company does not extend the Agreement through the two one-year renewal periods or for an additional period after the end of the second one-year renewal period, Mr. Watson will receive his Base Salary accrued through the termination date and any target annual incentive award for the year in which his employment is terminated and all unvested equity awards will remain in force as if no termination had occurred. In addition, Mr. Watson will be entitled to receive a payment equal to 2.99 times his Base Salary. In addition, Mr. Watson shall also be eligible for continuation of health benefits at the active rate for up to 18 months or, if earlier, until he obtains reasonably equivalent coverage. The Agreement also provides for payments upon

termination under the Agreement to be reduced, to the extent doing so would not reduce Mr. Watson’s aggregate (after tax) payments and benefits under the Agreement, so that no portion of such payments will be subject to excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended.

The Agreement contains certain confidentiality provisions and prohibits Mr. Watson from competing with the Company or soliciting its customers or employees for the one-year period following his termination; provided that certain restrictions on competition will terminate if Mr. Watson is terminated without Cause, terminates the Agreement for Good Reason or the Company does not extend the Agreement through the two one-year renewal periods or for an additional period after the end of the second one-year renewal period.

The Company previously disclosed a letter agreement with Mr. Watson in which, among other things, Mr. Watson was entitled to receive certain housing, home leave, and educational allowances. While those allowances expired upon the replacement of the prior employment agreement with the Agreement, the Company expects to continue to provide Mr. Watson with a monthly housing allowance of $3,500 and a monthly home leave allowance of $1,500, in each case subject to the discretion of the Human Resources Committee to reduce such monthly allowances.

A copy of the Agreement is filed as Exhibit 10.1 to this Form 10-Q and is incorporated herein by reference. The foregoing summary of the terms and conditions of the Agreement is qualified in its entirety by reference to Exhibit 10.1.

Item 6.

Exhibits

A list of exhibits required to be filed as part of this report is set forth in the Exhibit Index of this Form 10-Q, which immediately precedes such exhibits, and is incorporated herein by reference.

EXHIBIT INDEX


Exhibit Number		Description

10.1		Executive Employment Agreement, effective as of November 5, 2013, between Argo Group International Holdings, Ltd. and Mark E. Watson III

12.1		Statements of Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Share Dividends

31.1		Rule 13a – 14(a)/15d – 14(a) Certification of the Chief Executive Officer

31.2		Rule 13a – 14(a)/15d – 14(a) Certification of the Chief Financial Officer

32.1+		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS++		XBRL Instance Document

101.SCH++		XBRL Taxonomy Extension Schema Document

101.CAL++		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF++		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB++		XBRL Taxonomy Extension Label Linkbase Document

101.PRE++		XBRL Taxonomy Extension Presentation Linkbase Document

This exhibit shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

++	As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

SIGNATURES

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


	ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

November 12, 2013	By:	/s/ Mark E. Watson III
	Mark E. Watson III
	President and Chief Executive Officer

November 12, 2013	By:	/s/ Jay S. Bullock
	Jay S. Bullock
	Executive Vice President and Chief Financial Officer

EXHIBIT 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is effective as of November 5, 2013 (the “Effective Date”) and is by and between Argo Group International Holdings, Ltd. (“Argo Group” or the “Company”) and Mark E. Watson III (“Executive”).

WHEREAS, Argo Group is an international underwriter of specialty insurance and reinsurance products in areas of the property and casualty market; and

WHEREAS, Argo Group and its subsidiaries offer a comprehensive line of products and services designed to meet the unique coverage and claims-handling needs of its clients (“Argo Group” shall mean, individually and collectively, the Company and each of its subsidiaries); and

WHEREAS, the Company desires to continue to employ Executive as the President and Chief Executive Officer of the Company; and

WHEREAS, the Executive desires to accept such continued employment as the President and Chief Executive Officer of the Company;

NOW THEREFORE, in consideration of the promises and mutual agreements herein set forth, intending to be legally bound, the parties hereby agree as follows:

Employment Period . The period of employment of the Executive by the Company under this Agreement (the “Employment Period”) shall be deemed to have commenced on the Effective Date, and shall continue until the day preceding the third (3rd) anniversary of the Effective Date; provided that, on each of the third (3rd) anniversary of the Effective Date (the “First Renewal Date”) and the first (1st) anniversary of the First Renewal Date (the “Second Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one (1) year, unless either party provides written notice of its intention not to extend the term of this Agreement at least six (6) months’ prior to the First Renewal Date or the Second Renewal Date, as applicable. Unless sooner terminated (a) by reason of notice of non-renewal in accordance with the provisions of this Section 1 or (b) in accordance with Section 6 of this Agreement, the Employment Period shall terminate on the day preceding the first (1st) anniversary of the Second Renewal Date.

Duties . The Executive agrees to serve the Company in the position of President and Chief Executive Officer and to perform diligently and to the best of his abilities the duties and services of that office. During the Employment Period, Executive shall perform the duties and services that the Company assigns or delegates to him from time to time. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of Argo Group and further agrees not to engage or participate in any act that will or is reasonably likely to injure the business, interests, or reputation of Argo Group. Unless otherwise agreed to by the Company and the Executive, the Executive’s principal place of business with the Company shall be in Bermuda. Executive shall travel to such extent as may be required in connection with the performance of his duties.

3.	Compensation .

(a)

Base Salary . Company shall pay Executive an annual salary of U.S. One Million and 00/100 Dollars ($1,000,000.00) (“Base Salary”), less all applicable legal deductions and/or withholding. Base Salary shall be payable in accordance with Company’s policies or practices in effect from time to time, but in any event no less frequently than monthly. The Base Salary shall be reviewed annually by the Human Resources Committee of the Company’s Board of Directors for possible increase (but not decrease); the Board of Directors may, in its sole discretion, choose to increase the Base Salary during the Employment Period. If the Base Salary is increased by the Company, such Base Salary then constitutes the Base Salary for all purposes of this Agreement.

(b)

Annual Incentive and Long-Term Incentive Awards . In addition to Base Salary, during the Employment Period, the Executive may, in the sole discretion of the Company from time to time, be eligible to earn annual incentive awards and long-term incentive awards contingent upon the achievement of specific objectives as established by the Company. Any annual incentive award and/or long-term incentive award shall be paid at the time the Company normally pays such bonuses or awards, and Executive is only entitled to receive any such annual incentive and/or long term incentive award if Executive is employed by Company at the payment date.

(c)

Benefits . As additional compensation for Executive, Company shall provide or maintain for Executive medical, welfare and health insurance benefit plans on the same terms and conditions as are made available to all Executives of the Company generally, subject to the terms and conditions of such plans as in effect from time to time.

4.	Vacation . Executive shall be entitled to Paid Time Off (“PTO”) during Executive’s employment under this Agreement, subject to Company’s paid time off policy as may be in effect from time to time.

Reimbursement For Expenses . Company shall reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of Executive’s duties during the Employment Period, provided that requests for reimbursement are submitted in accordance with Company’s policies and procedures as in effect from time to time. In no event shall expenses eligible for reimbursement be reimbursed later than December 31 of the year following the calendar year in which the Executive incurred the related expense. Any reimbursement in one calendar year may not affect the amount that may be reimbursed in any other calendar year and a right to reimbursement may not be exchanged or liquidated for another benefit or payment.

6.	Termination of Employment .

(a)

Death . This Agreement shall automatically terminate upon the death of the Executive.

(b)

Disability . Subject to the requirements of the Americans with Disabilities Act and any similar state law that may apply, Company may terminate Executive’s employment and this Agreement if Company determines that Executive is physically or mentally impaired and unable to perform the essential functions of Executive’s job, with or without reasonable accommodation, during any “Disability Period,” defined as ninety (90) consecutive days or one hundred twenty (120) days in any twelve (12)-month period.

(c)

Termination by Company for Cause . Company may immediately terminate this Agreement and Executive’s employment with the Company upon written notice to Executive at any time for Cause. For purposes of this Agreement, “Cause” will exist if:

(i)

the material breach of any provision of this Agreement by the Executive which has not been cured within five business (5) days after the Company provides notice of the breach to the Executive; provided, however, if the act or omission that is the subject of such notice is substantially similar to an act or omission with respect to which the Executive has previously received notice and an opportunity to cure, then no additional notice is required and this Agreement may be terminated immediately upon the Company’s election and written notice to the Executive;

(ii)

Company determines Executive has committed any dishonest or disloyal act, or has engaged in misconduct or gross negligence in connection with Executive’s employment that has an adverse effect on the operations or financial condition of the Company or Argo Group;

(iii)

Executive is convicted of, or pleads guilty or nolo contendere to, or enters into an agreement for deferred adjudication, deferred prosecution, or other form of delayed disposition for any felony or a crime of moral turpitude;

(iv)

Company determines Executive has engaged in conduct that violates Argo Group’s policies or is detrimental to the reputation, character or standing of, or otherwise is injurious to, Argo Group, monetarily or otherwise;

(v)

without limiting the generality of Section 6(c)(ii), the breach or threatened breach of any of the provisions of Section 8;

(vi)

Executive fails to obtain, apply for, or maintain all registrations and/or licenses required to perform Executive’s duties (as contemplated by this Agreement) by any applicable statute or regulation or by the rules of any applicable governing or regulatory entity, including the suspension, cancellation, revocation, termination or restriction of any such registration or license; or

(vii)

any ruling or finding in any state or federal court or by an arbitration tribunal that Executive has breached, or cannot perform a material part of his obligations hereunder due to, Executive’s obligations under any confidentiality, non-disclosure, non-solicitation, non-competition, non-recruitment, or any other type of restrictive covenant.

(d)

Termination by Company Without Cause . Company may terminate Executive’s employment at any time, regardless of any reason, by providing at least thirty (30) days written notice to the Executive.

(e)

Termination by Executive . Provided that the Executive is not in breach of this Agreement, Executive may terminate Executive’ employment at any time, regardless of reason, by providing at least thirty (30) days written notice to Company.

(f)

Termination by Executive with Good Reason . The Executive may terminate his employment with good reason any time after the Executive has actual knowledge of the occurrence, without the written consent of the Executive, of one of the following events (each event being referred to herein as “Good Reason”):

(A) any change in the duties or responsibilities (including reporting responsibilities, which change for purposes hereof shall include the Executive no longer reporting directly to a board of directors a majority of the members of whom are independent directors as defined in the listing requirements for the primary exchange on which the Company’s shares are listed) of the Executive that is inconsistent in any adverse respect with the Executive’s position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in the Executive’s titles or offices (including, membership on the Board of Directors) with the Company;

ii.

a reduction in the Executive’s Base Salary or annual incentive or long-term incentive opportunity;

iii.

the relocation of the Company’s principal executive offices from Bermuda;

iv.

the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which the Executive is participating immediately prior to the date of this Agreement or the taking of any action by the Company which would adversely affect the Executive’s participation in or reduce the Executive’s benefits under any such plan, unless the Executive is permitted to participate in other plans providing the Executive with substantially equivalent benefits;

any refusal by the Company to continue to permit the Executive to engage in activities not directly related to the business of the Company which the Executive was permitted to engage in prior to the date of this Agreement;

vi.

the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between the Executive and Company;

vii.

the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 10(a);

viii.

any other breach of a material provision of this Agreement by the Company.

For purposes of clauses (iv) through (vi) and (viii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by the Executive shall not constitute Good Reason. The Executive’s right to terminate employment with Good Reason shall not be affected by the Executive’s incapacity due to mental or physical illness and the Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

7.	Effect of Termination . The termination of this Agreement shall not affect any rights of Executive that shall have accrued prior to the date of such termination.

(a)

Upon Death or Disability of the Executive .

(i)

During the Employment Period, if the Executive’s employment is terminated due to death, the Executive’s estate shall be entitled to receive the Base Salary set forth in Section 3 accrued through the date of death and any target annual incentive award for the year in which Executive’s employment is terminated; provided, that, such target annual incentive award shall be paid on the first day of the month coincident with or first following the thirtieth (30th) day following the date Executive’s employment is terminated.

(ii)

During the Employment Period, if the Executive’s employment is terminated pursuant to Section 6(b) due to Disability, the Executive shall be entitled to receive the Base Salary set forth in Section 3 accrued through the date of termination and any target annual incentive award for the year in which Executive’s employment is terminated; provided, that, such target annual incentive award shall be paid on the first day of the month coincident with or first following the thirtieth (30th) day following the date Executive’s employment is terminated.

(iii)

In the case of the Executive’s death or termination due to Disability, a surviving spouse of the Executive or the Executive, as applicable, shall be eligible for continuation of family health benefits pursuant to Section 3(c) subject to compliance with plan provisions at the active Executive rate for an eighteen month period after the date of the Executive’s death or termination due to Disability, as applicable (“Extended Health Benefits”); provided, however, that (A) such benefit continuation coverage shall be considered part of the benefit continuation coverage which the surviving spouse or Executive, as applicable, is entitled to receive under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) the surviving spouse or the Executive, as applicable, timely elects COBRA coverage.

(iv)

In the event that Executive’s employment is terminated pursuant to Section 6(b) due to Disability, it shall be a condition precedent of receipt of Extended Health Benefits pursuant to Section 7(a)(iii) that: (A) within thirty (30) days following the date of termination Executive executes (and then with all revocation periods expired) a full and complete release of Argo Group in the form attached as Exhibit A (the “Release”); and (B) the Executive remains in full compliance with Section 8. For clarity, if Executive revokes the Release or breaches any of his obligations under Section 8, Company, in addition to all other remedies set forth in this Agreement, will have no further obligation to provide the Extended Health Benefits.

(b)

By the Company Without Cause; By Employee with Good Reason; Non-Renewal By Company on the First Renewal Date or Second Renewal Date; Expiration of this Agreement .

If this Agreement is terminated under Section 6(d) or (f) or on account of the Company’s failure to extend the term of this Agreement on the First Renewal Date or the Second Renewal Date or upon the expiration of this Agreement on the one (1) year anniversary of the Second Renewal Date without the Company and

the Executive mutually agreeing to continue the Executive’s employment by the Company and the termination constitutes a “separation from service” (within the meaning of Section 409A of the US Internal Revenue Code of 1986 and any related regulations or other guidance promulgated thereunder (collectively “Section 409A”)):

(i)

The Executive shall be entitled to receive his Base Salary accrued through date of termination and any annual incentive award that has been allocated or awarded to the Executive for a calendar year or other measuring period that ends prior to the termination date but has not yet been paid;

(ii)

The Executive shall be entitled to receive any target annual incentive award for the year in which Executive’s employment is terminated; provided, that, such target annual incentive award shall be paid on the first day of the month coincident with or first following the sixtieth (60th) day following the date of termination; provided, further, that if the Employee is a “specified employee” (within the meaning of Section 409A of the Code), payment of such target annual incentive award may be subject to delay in accordance with Section 7(d);

(iii)

All unvested equity awards previously awarded to the Executive by the Company shall remain in full force and effect as if no termination had occurred;

(iv)

The Company shall pay the Executive an aggregate amount equal to 2.99 times his Base Salary in a single lump sum payment (“Severance Pay”); provided, however, that such severance payment shall be paid on the first day of the month coincident with or first following the sixtieth (60 ^th ) day following the date of termination; and provided, further, that if the Employee is a “specified employee” (within the meaning of Section 409A of the Code) and any such payment is scheduled to be paid after March 15 of the year following termination of employment, the payment of severance may be further delayed as described in Section 7(d);

(v)

The Executive shall be eligible for continuation of health benefits pursuant to Section 3(c) (subject to compliance with the applicable plan provisions) at the active Executive rate until the Executive obtains reasonably equivalent coverage or for eighteen (18) months from the date of termination, whichever is earlier (“Severance Benefits”); provided, however, that (A) such benefit continuation coverage shall be considered part of the benefit continuation coverage which the Executive is entitled to receive under COBRA, and (B) the Executive timely elects COBRA coverage;

(vi)

It shall be a condition precedent of payment or provision to the Executive of Severance Pay or Severance Benefits pursuant to this Section 7(b) that: (A) within thirty (30) days following the date of termination Executive executes (and then with all revocation periods expired) a full and complete release in the form attached as Exhibit A (the “Release”); and (B) the Executive remains in full compliance with Section 8. For clarity, if Executive revokes the Release or breaches any of his obligations under Section 8, Company, in addition to all other remedies set forth in this Agreement, will have no further obligation to pay Severance Pay or Severance Benefits and will be entitled to all other remedies set forth in this Agreement;

(vii)

The Executive shall no longer be bound by the prohibitions contained in Section 8(e) prohibiting the Executive from engaging or having any interests in, directly or indirectly, a competitive business; provided, however, the Executive shall remain bound by the further prohibitions contained in Section 8(c) and (d).

(viii)

Except as provided for in this Section 7(b), the Executive shall not have any rights that have not previously accrued upon termination of this Agreement.

(c)

By Company for Cause; By Executive .

If Executive’s employment is terminated pursuant to Section 6(c) or Section 6(e), Executive shall be entitled to receive the Base Salary and any benefits set forth in Section 3 accrued but unpaid through the date of termination, and Executive shall not be entitled to any other benefits (unless otherwise required by law).

(d)

Six-Month Delay . Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code) at the time of the Executive’s “separation from service” (within the meaning of Section 409A of the Code) and if any portion of the payments or benefits to be received by the Executive upon the Executive’s separation from service would be considered deferred compensation under Section 409A of the Code, then each portion of such payments and benefits that would otherwise be payable or provided shall instead be paid or made available on the first regular payroll date following the six month anniversary of the Executive’s separation from service or, if earlier, the date of his death.

(e)

Excise Taxes

Notwithstanding any other provision of this Agreement, if any portion of the payments and benefits provided under Section 7 of this Agreement, either alone or together with other payments and benefits which the Executive receives or is then entitled to receive from the Company, or any successor (in the aggregate, “Total Payments”), would be subject to the excise tax imposed by section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise

tax, together with any interest or penalties thereon, is herein referred to as the “Excise Tax”), then, except as otherwise provided in the next sentence, such Total Payments shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax. If Independent Tax Counsel determines that the Executive would receive in the aggregate greater payments and benefits on an after tax basis if the Total Payments were not reduced pursuant to this Section 7(d), then no such reduction shall be made. For purposes of determining the after tax benefit to the Executive, the Executive’s estimated actual blended marginal rate of federal, state and local income taxation in the calendar year in which the Termination Date occurs shall be utilized. Such marginal rate shall be determined by taking into account (A) the estimated actual net effect on the marginal rate attributable to the deduction of state and local income taxes, (B) the phase out, if any, of itemized deductions, (C) the estimated actual net tax rate attributable to employment taxes, and (D) any other tax provision that in the judgment of the Independent Tax Counsel will actually affect the Executive’s estimated actual blended marginal tax rate. The determination of which payments or benefits shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as the case may be, payments or benefits in the order that it determines will produce the required deduction in Total Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any payments is equivalent, such payments shall be reduced in the inverse order of when the payments would have been made to the Executive until the reduction specified herein is achieved. The Independent Tax Counsel shall provide its determination, together with detailed supporting calculations and documentation to the Company and the Executive within ten (10) days of the Termination Date. The determination of the Independent Tax Counsel under this Section 7(d) shall be final and binding on all parties hereto. For purposes of this Section 7(d), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to the Executive (the Executive’s acceptance not to be unreasonably withheld), and whose fees and disbursements shall be paid by the Company.

8.	Confidentiality and Covenants .

(a)

Definitions . For the purposes of this Section 8, the following words have the following meanings:

(i)

“Company Group” means, individually and collectively, (A) the Company; (B) any entity within Argo Group for which the Executive performs duties pursuant to this Agreement; and (C) any entity within

Argo Group in relation to which the Executive has, in the course of his employment, (1) acquired knowledge of Argo Group’s trade secrets or Confidential Information (defined below), (2) had material dealings with Argo Group’s Customers or Prospective Customers, or (3) supervised directly or indirectly any employee having material dealings with Argo Group’s Customers or Prospective Customers.

(ii)

“Company Services” means any services (including but not limited to technical and product support, technical advice, underwriting and customer services) supplied by Company Group.

(iii)

“Customer” means any Person to whom or which Company Group supplied Company Services and with whom or which: (A) Executive had dealings pursuant to his employment, or (B) any employee who was under the direct or indirect supervision of the Executive had dealings pursuant to his or her employment, or (C) Executive was responsible in a client management capacity on behalf of the Company.

(iv)

“Person” means any individual, firm, company, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company or other entity of any kind.

(v)

“Prospective Customer” means any Person with whom or which Company Group shall have had negotiations or material discussions regarding the possible distribution, sale or supply of Company Services and with whom or which: (A) Executive shall have had dealings pursuant to his employment, or (B) any employee who was under the direct or indirect supervision of Executive shall have had dealings pursuant to his or her employment, or (C) Executive was responsible in a client management capacity on behalf of the Company.

(vi)

“Restricted Area” means: (A) the United States, and (B) any other geographic area in which Company Group provides Restricted Services and in which Executive participates, directly or indirectly, in the course of performing his duties for Argo Group during the 12 months preceding the date of Executive’s termination of employment.

(vii)

“Restricted Employee” means any Person who, on the date of the termination of Executive’s employment with the Company, was employed by Argo Group at the level of director, manager, underwriter or salesperson and with whom the Executive had material contact or dealings in the course of his employment;

(viii)

“Restricted Services” means Company Services or any services of the same or of a similar kind.

(b)

Acknowledgement .

(i)

The Executive acknowledges that, during his employment, Argo Group will disclose to Executive, or place Executive in a position to access or develop trade secrets or Confidential Information (defined in Section 8(c)) belonging to Argo Group; and/or will entrust the Executive with business opportunities of Argo Group; and/or will place the Executive in a position to develop good will on behalf of Argo Group. The Executive acknowledges that the Confidential Information, business opportunities and good will of Argo Group are of competitive value and could be used to the competitive and financial detriment of Argo Group if misused or disclosed by the Executive. Argo Group will permit Executive to have access to Confidential Information, business opportunities and goodwill only in return for the Executive’s promises in Section 8 of this Agreement. The Executive therefore agrees that the obligations and restrictions set out in Section 8 are reasonable and necessary to protect the legitimate business interests of Argo Group, both during and after the termination of his employment.

(ii)

If, during the Executive’s employment, the Executive creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as video tapes, written presentations, or acquisitions, computer programs, e-mail, voice mail, electronic data bases, drawings, maps, architectural renditions, models, manuals, brochures or the like) relating to Company Group’s business, products or services, whether such work is created solely by the Executive or jointly with others (whether during business hours or otherwise and whether on Argo Group’s premises or otherwise), Company Group shall be deemed the author of such work if the work is prepared by the Executive in the scope of the Executive’s employment.

(c)

Confidential Information .

(i)

Executive understands and agrees that all records, whether original, duplicated, computerized, memorized, handwritten, or in any other form, and all information contained therein, relating to the past, current or prospective business of Argo Group, and/or relating to Customers and/or Prospective Customers, that provide Argo Group with a competitive advantage and that are not known to the general public are proprietary, confidential and constitute trade secrets, regardless of whether such records or information were generated and/or obtained by Executive, Argo Group, and/or a third party, including without limitation: (a) Customer and Prospective Customer information such as contact information, account or policy information, purchasing information, insurance and/or reinsurance needs, underwriting, financial and pricing information; (b) any plans, formulas, products, trade secrets, sales, marketing, merchandising or

underwriting information or strategies, product information, or confidential material or information and instructions, technical or otherwise, issued or published for the use of Argo Group; and (c) any information concerning the present or future business, processes, or methods or manner of operation of Argo Group, accomplishing the business undertaken by Argo Group, or concerning improvement, inventions or know how relating to the same or any part thereof (collectively, “Confidential Information”).

(ii)

Executive acknowledges that, during his employment, Executive will occupy a position of trust and confidence as regards Company Group and therefore agrees that he shall treat as confidential and, except as expressly required in the performance of Executive’s duties under this Agreement, shall not use for Executive’s own benefit or disclose (or permit or cause the disclosure of) to any Person, directly or indirectly, any Confidential Information unless such use or disclosure has been specifically authorized in writing by Company Group in advance. It is the intent of Company Group, with which intent Executive hereby agrees, to restrict Executive from disseminating or using for Executive’s own benefit any information belonging directly or indirectly to Argo Group that is unpublished, not readily available to the general public and that could be detrimental to Argo Group if so used or disclosed.

(iii)

Executive understands that Confidential Information is entrusted to Executive solely due to Executive’s affiliation with Argo Group. Confidential Information is extremely valuable to Argo Group and Executive acknowledges, understands and agrees Argo Group takes reasonable measures to maintain its confidentiality and to guard its secrecy. This information is developed and acquired by expenditures of time, effort and money and provides Argo Group with a competitive advantage. Executive agrees that Confidential Information is the property of Argo Group and is deserving of trade secret status and protection.

(iv)

Upon termination of Executive’s employment for any reason, Executive (or Executive’s heirs or personal representatives) shall immediately deliver to the Company: (i) all documents and materials containing Confidential Information (including without limitation any copies, summaries or computerized or electronic versions thereof); (ii) all documents and materials which otherwise contain information relating to the business and affairs of Argo Group (whether or not confidential); and (iii) all other documents, materials and other property belonging to Argo Group that are in the possession or under the control of Executive. Executive shall permit Argo Group to inspect, prior to removal, any and all materials to be taken from Argo Group’s offices and shall surrender and provide to Argo Group any electronic device (including but not limited to any computer, handheld device, mobile telephone or similar device) used to conduct business while employed by Company (whether owned by Argo Group or Executive) for the purpose of inspecting such device and removing all Confidential Information.

(v)

In the event that Executive becomes legally compelled to disclose any Confidential Information, Executive shall provide the Company prompt notice before such Confidential Information is disclosed so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Executive will exercise Executive’s best efforts to assist the Company in obtaining such a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Executive will furnish only that portion of the Confidential Information which Executive is advised by written reasonable opinion of counsel is legally required.

(vi)

All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, that are conceived, made, developed or acquired by Executive, individually or in conjunction with others, during Executive’s employment with the Company (whether during business hours or otherwise and whether on the premises of Argo Group or otherwise) that relate to the business, products or services of Company Group shall be disclosed to the Board and are and shall be the sole and exclusive property of Company Group. Moreover, all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic data bases, maps and all other writings and materials of any type embodying any such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of Company Group. Upon termination of Executive’s employment for any reason, Executive promptly shall deliver the same, and all copies thereof, to Company Group.

(d)

Restrictive Covenant . Other than for or on behalf of Argo Group, Executive agrees that Executive shall not (whether by Executive, through Executive’s employers or employees or agents or otherwise, and whether on Executive’s own behalf or on behalf of any other person, firm, company or other organization) during Executive’s employment with the Company and for the period of 12 months after Executive ceases to be employed by the Company, directly or indirectly:

(i)

contact or solicit any Customer or Prospective Customer with respect to Restricted Services, or endeavor to entice away from Company Group any Customer or Prospective Customer;

(ii)

accept orders or facilitate the acceptance of any orders, or have any business dealings for, Restricted Services from any Customer or Prospective Customer;

(iii)

contact, solicit or induce, or endeavor to solicit or induce any Restricted Employee to cease working for or providing services to Argo Group, or hire any Restricted Employee;

(iv)

employ or otherwise engage for the purpose of researching into, developing, distributing, selling, supplying or otherwise dealing with Restricted Services, any Person who is or was employed or engaged by Company Group and who, by reason of such employment or engagement, is reasonably likely to be in possession of any Argo Group trade secrets or Confidential Information.

(e)

Non-Competition Requirement(s) . Executive agrees that, during Executive’s employment with the Company, other than for or on behalf of Argo Group, Executive shall not (whether by himself, through his employers or employees or agents or otherwise, and whether on his own behalf or on behalf of any other Person), directly or indirectly, own, manage, operate, control, make loans or advances to, be employed by, act as an officer, director, agent or consultant for, or be in any other way connected with or provide services to or for, any Person: (a) engaged in the property and/or casualty insurance and/or reinsurance business; and/or (b) that offers products or services competitive with the products or services offered by Argo Group, or that otherwise competes with Argo Group (“Non-Competition Requirement”).

Executive further agrees that he shall not (whether by himself, through his employers or employees or agents or otherwise, and whether on his own behalf or on behalf of any other Person), directly or indirectly, for a period of 12 months after Executive ceases to be employed by the Company, own, manage, operate, control, make loans or advances to, be employed by, act as an officer, director, agent or consultant for, or be in any other way connected with or provide services to or for, any Person in the business of researching, developing, underwriting, distributing, selling, supplying, or otherwise dealing with Restricted Services in the Restricted Area (“Post-Employment Non-Competition Requirement”).

(f)

Executive agrees that during the 12 months following the date of termination of his employment, Executive shall inform the Company, prior to the acceptance of any job or any work as an independent contractor, of the identity of any new employer or other entity to which Executive plans to provide consulting or other services, along with Executive’s starting date, title, job description and any other information which the Company may reasonably request to confirm Executive’s compliance with the terms of this Agreement.

(g)

This Section 8 shall be for the benefit of Argo Group and the Company reserves the right to assign the benefit of such provisions to any entity within Argo Group. The obligations undertaken by the Executive pursuant to this Section 8 shall, with respect to each entity within Company Group, constitute separate and distinct obligations and covenants and the invalidity or unenforceability of any such obligation or covenant shall not affect the validity or enforceability of the obligations or covenants in favor of any other entity within Company Group.

(h)

Section 8 shall survive the termination of the Executive’s employment with the Company and the termination or expiration of this Agreement for any reason.

While the restrictions and obligations in Section 8 (on which the Executive has had the opportunity to take independent advice, as the Executive hereby acknowledges) are considered by the parties to be reasonable in all circumstances, if any portion(s) of Section 8 shall be adjudged to be illegal, void, unenforceable, overly broad (including as to time, scope or geography) or otherwise beyond what is reasonable in all the circumstances for the protection of the legitimate interests of Argo Group, any such portion(s) of Section 8 shall be reformed to ensure the enforceability of Section 8 to the fullest extent possible or if reformation of such portion(s) is deemed impossible then such portions of Section 8 shall be severed from this Agreement, but the remainder of Section 8 of this Agreement shall remain in full force and effect.

Remedies for Breach . In addition to the rights and remedies otherwise provided in this Agreement, and without waiving the same, if Executive breaches, or threatens to breach, any of the provisions of Section 8, Executive agrees that the Company shall have the following rights and remedies, in addition to any others, each of which shall be independent of the other and severally enforceable:

(a)

The right and remedy to have such provisions specifically enforced by a court and/or arbitrator(s) having equitable jurisdiction. Executive specifically acknowledges and agrees that any breach or threatened breach of the provisions of Section 8 hereof will cause substantial irreparable injury to Argo Group and that money damages will not provide an adequate remedy to Argo Group, and that Argo Group will be entitled to appropriate equitable relief, including but not limited to a temporary restraining order or temporary or permanent injunctive relief. Such equitable relief shall be available without posting of any bond or other security.

(b)

The right to require Executive to account for and pay over to Company all compensation, profits, monies, accruals, increments or other benefits (hereinafter collectively the “Benefits”) derived or received by the Executive as a result of any conduct, activities, transactions and/or other provision of services constituting a breach of any of the provisions of Section 8.

(c)

Upon discovery by Company of a breach or threatened breach of Section 8, the right to immediately suspend any payments or benefits to Executive under Sections 3, 7 or 8 pending a resolution of the dispute.

(d)

The right to terminate Executive’s employment for Cause pursuant to Section 6(c).

(e)

If Executive is determined to have breached any provisions of Section 8, the court or arbitrator shall extend the effect of those provisions of the Section for an amount of time equal to the time Executive was in breach thereof.

10.	Change of Control

(a)

For purposes of this Agreement, a “Change of Control” shall be deemed to occur if:

(i)

Any Person, other than (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company’s then outstanding securities, or 50% or more of the then outstanding common stock of the Company, excluding any Person who becomes such a Beneficial Owner in connection with a merger or consolidation of the Company described in (ii) below.

(ii)

There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, except if: (A) the merger or consolidation would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (B) the merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of the combined voting power of the Company’s then outstanding securities;

(iii)

The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

(iv)

During any two-year period, individuals who at the beginning of the period constitute the Board of Directors of the Company cease for any reason to constitute a majority of the Board of Directors.

(b)

For purposes of this Section 10:

(i)

The term “Person” shall have the meaning given in Section 3(a)(9) of the 1934 Act as modified and used in Sections 13(d) and 14(d) of the 1934 Act.

(ii)

The term “Beneficial Owner” shall have the meaning provided in Rule 13d-3 under the 1934 Act.

(iii)

The term “Affiliate” means, with respect to any individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind (each a “person”), any other person that directly or indirectly controls or is controlled by or under common control with such person. For the purposes of this definition, “control” when used with respect to any person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise; and the terms of “affiliated”, “controlling” and “controlled” have meanings correlated to the foregoing.

11.	Successors and Assigns . This Agreement is personal in its nature and Executive cannot assign it without Company’s written consent. Company may assign this Agreement to any successor in interest and/or to Argo Group.

12.

Notices . Any notice required or permitted to be given to Executive pursuant to this Agreement shall be sufficiently given if sent to Executive by registered or certified mail addressed to Executive at 110 Pitts Bay Road, Pembroke HM 08 Bermuda, or at such other address as Executive shall designate by written notice to the Company, and any notice required or permitted to be given to the Company pursuant to this Agreement shall be sufficiently given if sent to the Company by registered or certified mail addressed to it at 110 Pitts Bay Road, Pembroke HM 08 Bermuda, Attn: General Counsel, or at such other address as it shall designate by notice to Executive.

13.	Invalid Provisions . The invalidity or unenforceability of a particular provision of this Agreement shall not affect the enforceability of any other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

14.	Amendment . This Agreement may only be amended in writing by an agreement executed by both parties hereto.

15.

Entire Agreement . This Agreement contains the entire agreement of the parties regarding the subject matter contained herein and supersedes any and all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, as well as the negotiations between said parties. The parties further agree that this Agreement shall supersede and replace in its entirety the Executive Employment Agreement, dated August 17, 2007, between the Executive and the Company and the Executive Employment Agreement, effective as of August 10, 2010, between the Executive and the Company, as amended.

16.	Arbitration .

(a)

Any claim or controversy arising between Executive and the Company and/or Argo Group, shall be settled by final and binding arbitration in Bexar County, Texas.

(b)

Disputes that must be arbitrated under this Agreement shall include all statutory, contractual, and common law claims and controversies between Executive and Argo Group including, without limitation, controversies concerning the construction, performance or breach of this Agreement or any other agreement between the Company and Executive, whether entered into prior, on or subsequent to the date hereof, claims arising out of or relating to Executive’s hiring, employment, or termination of employment, and claims of workplace discrimination, harassment and retaliation. Workers’ compensation claims (except any claim asserted pursuant to Tex. Labor Code §451 or any successor provision), claims for unemployment benefits and claims based upon any Company’s benefit plans containing a different final and binding dispute procedure are excluded from arbitration.

(c)

This Section 16 and any arbitration hereunder are subject to and controlled by the Federal Arbitration Act, 9 U.S.C. §1, et seq . (“FAA”). Notwithstanding the foregoing, the parties agree that all questions of arbitrability will be submitted to the arbitrator. Additionally, in the event that the FAA is deemed not to apply, the parties agree that any review of the arbitration award shall be strictly limited to the bases provided for under the FAA.

(d)

Submission to arbitration pursuant to this Section 16 may be compelled by any court located in Bexar County, Texas. The parties agree to submit to exclusive jurisdiction and venue in the courts in Bexar County, Texas for purpose of this Subsection 16(d).

(e)

Any party may, without waiving any other rights and remedies under this Agreement, apply to any court located in Bexar County, Texas, to seek any interim or preliminary injunctive relief that is necessary to protect the rights or property of that party, pending the arbitrator’s award or resolution of the controversy. The parties agree to submit to exclusive jurisdiction and venue in the courts in Bexar County, Texas for purpose of this Subsection 16(e).

(f)

The arbitration proceedings under this Section 16 shall be before a single arbitrator and conducted in accordance with the American Arbitration Association’s (AAA) National Rules for the Resolution of Employment Disputes in effect at the time the demand for arbitration is made, which are incorporated herein and are available through the AAA’s website (http://www.adr.org) or the Company’s Human Resource Department, except to the extent they conflict with the specific provisions of this Agreement.

(g)

The arbitrator may award reasonable attorneys’ fees to the prevailing party if such an award would be permitted under the law governing the claim(s) involved.

(h)

The arbitration award may be specifically enforced by any party in any court of competent jurisdiction.

(i)

The parties acknowledge, understand and agree that:

(i)

Each party has had the opportunity to consult with legal counsel regarding this Section 16;

(ii)

By agreeing to arbitrate, the parties give up their rights to sue each other in a court of law and to have a trial by jury;

(iii)

Arbitration awards are final and binding and a parties’ ability to have a court reverse or modify an arbitration award is very limited, as envisioned by and provided for in the FAA;

(iv)

The ability of the parties to conduct discovery (e.g., the ability of the parties to obtain documents, interrogatory answers and witness statements) is within the discretion of the arbitrator and may be more limited than and different from discovery in court proceedings;

(v)

The arbitrator’s award is not required to include factual findings or legal reasoning or otherwise explain the bases for the award;

(vi)

The time limits for bringing a claim and other proceedings in arbitration may be different from the time limits imposed by courts;

(vii)

Each party may be represented by an attorney during the arbitration proceedings;

(viii)

Executive is still protected by all applicable employment laws, and does not give up any substantive rights to recover damages; and

(ix)

This Section 16 survives the termination of Executive’s employment and the termination or expiration of this Agreement for any reason.

17.	Applicable Law . This Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Texas, without regard to its conflicts of law principles.

18.	Jurisdiction and Venue . The parties agree that any dispute between the parties that is determined to be not subject to arbitration pursuant to Section 16 shall be subject to exclusive jurisdiction and venue in the District Courts in Bexar County, Texas.

19.

No Waiver . Company’s or Executive’s failure at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall not be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

20.

Severability . If any provision of this Agreement is adjudged to be invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of this Agreement, and the provision shall be reformed to the fullest extent possible or if reformation of such provision is deemed impossible such provision shall be severed from this Agreement, but the remainder of this Agreement shall remain in full force and effect.

21.

Section 409A and 457A Compliance . To the extent applicable, this Agreement is intended to meet the requirements of Section 409A and 457A of the Code, and shall be interpreted and construed consistent with that intent. For purposes of this Agreement, each payment under this Agreement shall be considered a “separate payment” and not as part of a series of payments for purposes of Section 409A.

22.

Withholding of Taxes and Other Executive Deductions . Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and any and all other normal Executive deductions made with respect to the Company’s Executives generally.

23.	Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

24.

Clawback . Notwithstanding any provision in this Agreement to the contrary, any portion of the payments and benefits provided under this Agreement, as well as any other payments and benefits which the Employee receives pursuant to a Company plan or other arrangement, shall be subject to a clawback to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any Securities and Exchange Commission rule.

EXECUTIVE UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, IN ACCORDANCE WITH SECTION 16, THIS AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION AND THAT EXECUTIVE IS AGREEING IN ADVANCE TO ARBITRATE ANY CONTROVERSIES WHICH ARISE WITH ARGO GROUP IN ACCORDANCE WITH THE TERMS OUTLINED THEREIN.

In witness whereof, the parties hereto have executed this Agreement as of the day and year above written.


ARGO GROUP INTERNATIONAL HOLDINGS, LTD.		EXECUTIVE:

By:	/s/ John R. Power, Jr.	/s/ Mark E. Watson III
	John R. Power, Jr., Chairman	Mark E. Watson III
	Human Resources Committee,
	Board of Directors of Argo Group International Holdings, Ltd.

EXHIBIT A

GENERAL RELEASE

Argonaut Group International Holdings, Ltd. (“Company”) and I, Mark E. Watson III, agree as follows:

I. Complete Release

In General : Pursuant to the requirements of Section 7 of my Executive Employment Agreement with the Company dated (the “Executive Employment Agreement”), and as consideration for the termination benefits contained therein, I hereby agree to irrevocably and unconditionally release any and all Claims I may now have against the Company and other parties as set forth in this Section I.

Released Parties : The Released Parties are the “Argo Group” entities, as defined in the Executive Employment Agreement, which include Argo Group International Holdings, Ltd. and all of its subsidiary holding and operating companies, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs); and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection (the “Released Parties” and each a “Released Party”).

Claims Released : I understand and agree that I am releasing all known and unknown claims, demands, promises, causes of action and rights of any type that I may have had or currently have (the “Claims”) against each and every Released Party based on, relating to, or arising out of any fact, act, omission, event, conduct, representation, agreement or other matter whatsoever, except that I am not releasing any claim to enforce: (i) this Agreement; (ii) any right, if any, to claim government-provided unemployment benefits; or (iii) any rights or claims that wholly arise or accrue after I sign this Agreement. I further understand that the Claims I am releasing may arise under many different laws (including statutes, regulations, other administrative guidance and common law doctrines) including but by no means limited to:

Anti-discrimination statutes , such as the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), and Executive Order 11141, which prohibit age discrimination in employment; Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits

paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state or local laws prohibiting employment or wage discrimination, including the laws of Bermuda, including but not limited to the Employment Act of 2000 and the Human Rights Act of 1981.

Federal employment statutes , such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938 and laws which regulate wage and hour matters; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; and any other federal laws relating to employment, such as veterans’ reemployment rights laws.

Other laws , such as any federal, state or local laws providing workers’ compensation benefits (or prohibiting workers’ compensation retaliation), restricting an employer’s right to terminate employees or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith.

Tort and contract claims , such as claims for wrongful discharge, negligence, negligent hiring, negligent supervision, negligent retention, physical or personal injury, emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, breach of covenants of good faith and fair dealing, promissory estoppel, and similar or related claims.

Examples of released Claims include, but are not limited to: (i) Claims that in any way relate to my employment with the Company or any other Released Party, or the termination of that employment, such as Claims for compensation, bonuses, commissions, lost wages or unused accrued vacation or sick pay; (ii) Claims that in any way relate to the design or administration of any employee benefit program; (iii) Claims that I have irrevocable or vested rights to severance or similar benefits or to post-employment health or group insurance benefits; or (iv) any Claims to attorneys’ fees or other indemnities.

Unknown Claims : I understand that I am releasing Claims about which I may be unaware. That is my knowing and voluntary intent, even though I recognize that someday I might learn that some or all of the facts I currently believe to be true are untrue or learn of facts or other matters about which I now am unaware, and even though I might then regret having signed this Release. Nevertheless, I am assuming that risk and I agree that this Agreement shall remain effective in all respects in any such case. I expressly waive all rights I might have under any law that is intended to protect me from waiving unknown claims. I understand the significance of doing so.

II. Promises, Warranties, And Representations

Employment Termination: I understand and agree that my employment with the Company terminated on . I also understand and agree that I have no right of rehire or reinstatement with any Released Party, regardless of location, and that each and every Released Party is under no obligation to rehire or reinstate me. I also acknowledge and understand that the failure of a Released Party to rehire or reinstate me is contractual and is in no way discriminatory or retaliatory in nature.

Pursuit of Released Claims : I affirm that I have not filed, have not caused to be filed, and am not presently party to, any actions, grievances, arbitrations, complaints, claims or other legal proceedings against or relating to any Released Party in any forum. To the extent permitted by law, I agree not to, directly or indirectly, file, initiate, encourage, aid or assist in any investigations, actions, grievances, arbitrations, complaints, claims or other legal proceedings against or relating to any Released Party. Notwithstanding the foregoing, I understand that nothing in this General Release prohibits me from: (i) challenging the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA; or (ii) making or asserting: (A) any claim or right which cannot be waived under applicable law, including but not limited to the right to file a charge with, provide information to or participate in an investigation or proceeding conducted by the Texas Workforce Commission Civil Rights Division, the Equal Employment Opportunity Commission or other federal, local or state governmental agency charged with enforcing anti-discrimination laws, or the National Labor Relations Board; (B) any right I have to any payments pursuant to Section 7(b) of the Executive Employment Agreement; (C) any right I have to accrued benefits (within the meaning of Sections 203 and 204 of the Employee Retirement Income Securities Act of 1974, as amended); and (D) any rights I have or claims that may arise after the date this General Release is executed. I further agree and covenant that should any person, entity, organization, federal, state or local governmental agency institute an investigation, action, grievance, arbitration, complaint, claim or other legal proceeding involving any matter encompassed by the release set forth in Section 1, I shall not be entitled to recover and expressly waive any right to seek, accept or recover any monetary relief or other individual remedies.

Execution of this Agreement: I understand and agree that, but for my execution of this General Release and the fulfillment of the promises contained therein, I would not be entitled to receive the benefit continuation coverage or severance pay described in Section 7(b) of the Executive Employment Agreement.

D.	Company Property : Before accepting any monetary payments from the Company, I promise to comply with my obligation under Sections 8(c)(iv) and 8(c)(vi) of the Executive Employment Agreement.

E.	Taxes : I am responsible for paying any taxes on amounts I receive because I signed this Release. I agree that the Company may withhold all taxes it determines it is legally required to withhold.

Ownership of Claims : I have not assigned or transferred any Claim I am releasing, nor have I purported to do so. In addition to any other remedies, rights or defenses that may be available to the Released Parties by virtue of this General Release or my breach hereof, I will pay the reasonable attorneys’ fees, costs, expenses and any damages the Released Parties incur as a result of my breach of this representation or if this representation was false when made.

G.	Implementation : I agree to sign any documents and do anything else that is necessary in the future to implement this Agreement.

III. Miscellaneous

Entire Agreement : This is the entire agreement between me and the Company with respect to my release of Claims against the Company. This Agreement may not be modified or canceled in any manner except by a writing signed by both me and an authorized Company official. I acknowledge that I have not relied on any representations, promises, or agreements of any kind made to me in connection with my decision to accept this General Release, except for those set forth in this General Release and my Executive Employment Agreement.

B.	Successors : This Agreement binds my heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors and assigns.

Interpretation : This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against me or any Released Party. Unless the context indicates otherwise, the singular or plural number shall be deemed to include the other. Captions are intended solely for convenience of reference and shall not be used in the interpretation of this Release.

Governing Law, Mandatory Arbitration and Venue: This Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Texas, without regard to its conflicts of law principles. Any claim or controversy arising between Executive and the Company and/or Argo Group, shall be settled by final and binding arbitration in Bexar County, Texas pursuant to Section 16 of the Executive Employment Agreement, which is incorporated by reference herein. I acknowledge and agree that I have read Section 16 of the Executive Employment Agreement and understand that it contains a mandatory arbitration provision and that I am agreeing in advance to arbitrate any controversies which arise in connection with this General Release and my Executive Employment Agreement. I agree that any dispute between the parties that is determined to be not subject to arbitration pursuant to Section 16 shall be subject to exclusive jurisdiction and venue in the Texas District Court in Bexar County, Texas.

IV. Notice, Time for Consideration and Revocation Period

THE GENERAL RELEASE OF CLAIMS CONTAINED IN THIS AGREEMENT CONSTITUTES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING WITHOUT LIMITATION, ALL CLAIMS FOR AGE DISCRIMINATION UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND ANY SIMILAR STATE LAWS. THIS GENERAL RELEASE DOES NOT WAIVE RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE IT IS EXECUTED;

B.	I AGREE THAT I AM WAIVING RIGHTS AND CLAIMS I MAY HAVE IN EXCHANGE FOR CONSIDERATION WHICH IS IN ADDITION TO THINGS OF VALUE TO WHICH I MAY ALREADY BE ENTITLED;

C.	I UNDERSTAND AND AGREE THAT I HAVE BEEN ADVISED THAT I HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY OF MY CHOOSING PRIOR TO EXECUTING THIS GENERAL RELEASE;

IF TERMINATED AS PART OF A TERMINATION OR EXIT INCENTIVE PROGRAM OFFERED TO A GROUP OR CLASS OF EMPLOYEES, I ACKNOLWEDGE i) THAT I HAVE AT LEAST FORTY-FIVE (45) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND ii) THAT I HAVE RECEIVED WRITTEN NOTICE FROM THE COMPANY WHICH INFORMS ME OF THE i) CLASS, UNIT, OR GROUP OF INDIVIDUALS COVERED BY THE PROGRAM, ii) ANY ELIGIBILITY FACTORS FOR SUCH PROGRAM, iii) ANY TIME LIMITS APPLICABLE TO SUCH PROGRAM, AND iv) THE JOB TITLES AND AGES OF ALL INDIVIDUALS THAT ARE AND ARE NOT ELIGIBLE OR SELECTED FOR THE PROGRAM.

E.	I UNDERSTAND THAT IN THE EVENT THAT I AM FORTY (40) YEARS OF AGE OR OLDER AT THE TIME OF TERMINATION, I WILL HAVE AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND

I UNDERSTAND THAT SHOULD THE PROVISIONS OF (D) AND (E) ABOVE NOT OTHERWISE APPLY, I HAVE SEVEN (7) DAYS FOLLOWING MY EXECUTION OF THIS GENERAL RELEASE TO REVOKE IT BY DELIVERING WRITTEN NOTICE OF SUCH REVOCATION TO THE COMPANY AND THAT THE GENERAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED.

Executed on this day of , 20 .



		MARK E. WATSON III

Executed on this day of , 20 .


ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

By:

Title:

Exhibit 12.1

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

STATEMENTS OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS


	Nine Months Ended September 30,				Years Ended December 31,
(in millions, except ratios)	2013		2012		2012		2011			2010		2009		2008
Earnings:
Income (loss) from continuing operations before provision for income taxes	$	113.2	$	70.8	$	66.7	$	(61.9	)	$	121.9	$	139.1	$	79.6
Add:
Fixed charges		18.7		20.4		28.4		26.7			26.6		29.5		34.0

Total earnings	$	131.9	$	91.2	$	95.1	$	(35.2	)	$	148.5	$	168.6	$	113.6

Fixed charges:
Interest expense	$	15.1	$	17.0	$	23.7	$	22.1		$	22.9	$	25.7	$	29.9
Rental interest factor		3.6		3.4		4.7		4.6			3.7		3.8		4.1

Total fixed charges	$	18.7	$	20.4	$	28.4	$	26.7		$	26.6	$	29.5	$	34.0

Ratio of earnings to fixed charges		7.1:1		4.5:1		3.3:1		(a	)		5.6:1		5.7:1		3.3:1

(a)	The coverage deficiency for the year ended December 31, 2011 is $61.9 million.

Exhibit 31.1

Rule 13a-14(a)/15d-14(a)

Certification of the Chief Executive Officer

I, Mark E. Watson III, President and Chief Executive Officer of Argo Group International Holdings, Ltd., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Argo Group International Holdings, Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2013

/s/ Mark E. Watson III

Mark E. Watson III

President and Chief Executive Officer

Exhibit 31.2

Rule 13a-14(a)/15d-14(a)

Certification of the Chief Financial Officer

I, Jay S. Bullock, Executive Vice President and Chief Financial Officer of Argo Group International Holdings, Ltd., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Argo Group International Holdings, Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2013

/s/ Jay S. Bullock

Jay S. Bullock

Executive Vice President and Chief Financial Officer

Exhibit 32.1

Certification of CEO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Argo Group International Holdings, Ltd. (the “Company”) for the quarterly period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Mark E. Watson III, as President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

* * *

Certified this 12 ^th day of November 2013.

/s/ Mark E. Watson III

Mark E. Watson III

President and Chief Executive Officer

Exhibit 32.2

Certification of CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Argo Group International Holdings, Ltd. (the “Company”) for the quarterly period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jay S. Bullock, as Executive Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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Certified this 12 ^th day of November 2013.

/s/ Jay S. Bullock

Jay S. Bullock

Executive Vice President and Chief Financial Officer