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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

 

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

 

 

For the quarterly period ended September 30, 2020

 

or

 

☐

 

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         1-9371

ALLEGHANY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

51-0283071

State or Other Jurisdiction of

 

I.R.S. Employer Identification No.

Incorporation or Organization

 

 

 

 

 

1411 Broadway, 34th Floor, NY, NY

 

10018

Address of Principal Executive Offices

 

Zip Code

 

212-752-1356

Registrant’s Telephone Number, Including Area Code

 

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

Y

New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒    No ☐

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

 

Large accelerated filer ☒

 

Accelerated filer ☐

 

 

 

 

 

Non-accelerated filer ☐

 

Smaller reporting company ☐

 

 

 

 

 

Emerging growth company ☐

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.      Yes ☐    No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

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

14,130,399 Shares, par value $1.00 per share, as of October 26, 2020

 

ALLEGHANY CORPORATION

TABLE OF CONTENTS

 

 

 

 

 

Page

PART I

 

ITEM 1.

 

Financial Statements

 

1

ITEM 2.

 

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

 

29

ITEM 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

64

ITEM 4.

 

Controls and Procedures

 

65

PART II

 

ITEM 1.

 

Legal Proceedings

 

66

ITEM 1A.

 

Risk Factors

 

66

ITEM 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

68

ITEM 5.

 

Other Information

 

68

ITEM 6.

 

Exhibits

 

69

SIGNATURES

 

70

 

 

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

 

 

 

 

 

($ in thousands, except share amounts)

 

Assets

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

Securities at fair value:

 

 

 

 

 

 

 

 

Equity securities (cost: 2020 – $1,650,797; 2019 – $1,625,256)

 

$

2,163,350

 

 

$

2,505,496

 

Debt securities (amortized cost: 2020 – $14,931,902; 2019 – $13,798,576;

 

 

 

 

 

 

 

 

  allowance for credit losses: 2020 – $5,450)

 

 

15,579,894

 

 

 

14,211,745

 

Short-term investments

 

 

636,130

 

 

 

914,776

 

 

 

 

18,379,374

 

 

 

17,632,017

 

Commercial mortgage loans

 

 

691,881

 

 

 

686,206

 

Other invested assets

 

 

445,828

 

 

 

573,605

 

Total investments

 

 

19,517,083

 

 

 

18,891,828

 

Cash

 

 

1,230,579

 

 

 

1,179,098

 

Accrued investment income

 

 

94,938

 

 

 

96,516

 

Premium balances receivable

 

 

1,092,284

 

 

 

948,010

 

Reinsurance recoverables

 

 

1,696,996

 

 

 

1,681,962

 

Ceded unearned premiums

 

 

310,799

 

 

 

248,153

 

Deferred acquisition costs

 

 

574,662

 

 

 

522,577

 

Property and equipment at cost, net of accumulated depreciation and amortization

 

 

270,178

 

 

 

205,397

 

Goodwill

 

 

612,394

 

 

 

523,021

 

Intangible assets, net of amortization

 

 

799,010

 

 

 

685,953

 

Current taxes receivable

 

 

—

 

 

 

4,081

 

Net deferred tax assets

 

 

6,046

 

 

 

5,860

 

Funds held under reinsurance agreements

 

 

808,343

 

 

 

755,515

 

Other assets

 

 

1,439,259

 

 

 

1,183,633

 

Total assets

 

$

28,452,571

 

 

$

26,931,604

 

 

 

 

 

 

 

 

 

 

Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses

 

$

12,681,515

 

 

$

11,928,359

 

Unearned premiums

 

 

2,888,553

 

 

 

2,566,170

 

Senior notes and other debt

 

 

2,041,610

 

 

 

1,751,113

 

Reinsurance payable

 

 

201,486

 

 

 

188,399

 

Current taxes payable

 

 

5,773

 

 

 

—

 

Other liabilities

 

 

1,800,360

 

 

 

1,516,076

 

Total liabilities

 

 

19,619,297

 

 

 

17,950,117

 

Redeemable noncontrolling interests

 

 

236,879

 

 

 

204,753

 

Common stock (shares authorized: 2020 and 2019 – 22,000,000; shares issued:

   2020 and 2019 – 17,459,961)

 

 

17,460

 

 

 

17,460

 

Contributed capital

 

 

3,609,789

 

 

 

3,608,638

 

Accumulated other comprehensive income

 

 

375,310

 

 

 

171,350

 

Treasury stock, at cost (2020 – 3,279,342 shares; 2019 – 3,095,333 shares)

 

 

(1,565,426

)

 

 

(1,455,877

)

Retained earnings

 

 

6,159,262

 

 

 

6,435,163

 

Total stockholders’ equity attributable to Alleghany stockholders

 

 

8,596,395

 

 

 

8,776,734

 

Total liabilities, redeemable noncontrolling interests and stockholders’ equity

 

$

28,452,571

 

 

$

26,931,604

 

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements.

1

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Earnings and Comprehensive Income

(unaudited)

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

 

($ in thousands, except per share amounts)

 

Revenues

 

 

 

 

 

 

 

 

Net premiums earned

 

$

1,556,859

 

 

$

1,389,981

 

Net investment income

 

 

129,265

 

 

 

147,829

 

Change in the fair value of equity securities

 

 

92,799

 

 

 

(16,691

)

Net realized capital gains

 

 

16,751

 

 

 

3,957

 

Change in allowance for credit losses on available for sale securities

 

 

3,454

 

 

 

(3,597

)

Noninsurance revenue

 

 

723,785

 

 

 

638,478

 

Total revenues

 

 

2,522,913

 

 

 

2,159,957

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

Net loss and loss adjustment expenses

 

 

1,173,655

 

 

 

907,736

 

Commissions, brokerage and other underwriting expenses

 

 

464,522

 

 

 

449,519

 

Other operating expenses

 

 

669,423

 

 

 

617,326

 

Corporate administration

 

 

12,871

 

 

 

22,276

 

Amortization of intangible assets

 

 

11,223

 

 

 

8,095

 

Interest expense

 

 

23,319

 

 

 

25,703

 

Total costs and expenses

 

 

2,355,013

 

 

 

2,030,655

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

 

167,900

 

 

 

129,302

 

Income taxes

 

 

30,253

 

 

 

28,010

 

Net earnings

 

 

137,647

 

 

 

101,292

 

Net earnings attributable to noncontrolling interest

 

 

11,125

 

 

 

10,860

 

Net earnings attributable to Alleghany stockholders

 

$

126,522

 

 

$

90,432

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

137,647

 

 

$

101,292

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Change in unrealized gains, net of deferred taxes of $20,504 and $22,918

   in 2020 and 2019, respectively

 

 

77,133

 

 

 

86,215

 

Less: reclassification for net realized capital gains and change in allowance for credit losses on available for sale securities, net of taxes of ($1,687) and ($1,301) for 2020 and 2019, respectively

 

 

(6,345

)

 

 

(4,892

)

Change in unrealized currency translation adjustment, net of deferred taxes

   of $3,219 and ($2,749) for 2020 and 2019, respectively

 

 

12,109

 

 

 

(10,343

)

Retirement plans

 

 

420

 

 

 

322

 

Comprehensive income

 

 

220,964

 

 

 

172,594

 

Comprehensive income attributable to noncontrolling interests

 

 

11,125

 

 

 

10,860

 

Comprehensive income attributable to Alleghany stockholders

 

$

209,839

 

 

$

161,734

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to Alleghany stockholders

 

$

8.86

 

 

$

6.27

 

Diluted earnings per share attributable to Alleghany stockholders

 

 

8.86

 

 

 

6.27

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements.

2

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Earnings and Comprehensive Income

(unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

 

($ in thousands, except per share amounts)

 

Revenues

 

 

 

 

 

 

 

 

Net premiums earned

 

$

4,396,147

 

 

$

4,043,298

 

Net investment income

 

 

359,938

 

 

 

413,623

 

Change in the fair value of equity securities

 

 

(187,991

)

 

 

519,322

 

Net realized capital gains

 

 

(8,323

)

 

 

20,753

 

Change in allowance for credit losses on available for sale securities

 

 

(10,900

)

 

 

(13,617

)

Noninsurance revenue

 

 

1,684,335

 

 

 

1,756,507

 

Total revenues

 

 

6,233,206

 

 

 

6,739,886

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

Net loss and loss adjustment expenses

 

 

3,225,461

 

 

 

2,497,037

 

Commissions, brokerage and other underwriting expenses

 

 

1,315,935

 

 

 

1,313,961

 

Other operating expenses

 

 

1,646,390

 

 

 

1,701,218

 

Corporate administration

 

 

17,143

 

 

 

67,612

 

Amortization of intangible assets

 

 

32,884

 

 

 

23,790

 

Interest expense

 

 

63,869

 

 

 

74,363

 

Total costs and expenses

 

 

6,301,682

 

 

 

5,677,981

 

 

 

 

 

 

 

 

 

 

(Losses) earnings before income taxes

 

 

(68,476

)

 

 

1,061,905

 

Income taxes

 

 

(21,111

)

 

 

207,878

 

Net (losses) earnings

 

 

(47,365

)

 

 

854,027

 

Net earnings attributable to noncontrolling interest

 

 

9,953

 

 

 

27,909

 

Net (losses) earnings attributable to Alleghany stockholders

 

$

(57,318

)

 

$

826,118

 

 

 

 

 

 

 

 

 

 

Net (losses) earnings

 

$

(47,365

)

 

$

854,027

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Change in unrealized gains, net of deferred taxes of $56,401 and $117,548

   in 2020 and 2019, respectively

 

 

212,175

 

 

 

442,205

 

Less: reclassification for net realized capital gains and change in allowance for credit losses on available for sale securities, net of taxes of ($6,051) and ($2,723) for 2020 and 2019, respectively

 

 

(22,761

)

 

 

(10,246

)

Change in unrealized currency translation adjustment, net of deferred taxes

   of $3,506 and ($2,141) for 2020 and 2019, respectively

 

 

13,190

 

 

 

(8,054

)

Retirement plans

 

 

1,356

 

 

 

1,363

 

Comprehensive income

 

 

156,595

 

 

 

1,279,295

 

Comprehensive income attributable to noncontrolling interests

 

 

9,953

 

 

 

27,909

 

Comprehensive income attributable to Alleghany stockholders

 

$

146,642

 

 

$

1,251,386

 

 

 

 

 

 

 

 

 

 

Basic (losses) earnings per share attributable to Alleghany stockholders

 

$

(4.01

)

 

$

57.18

 

Diluted (losses) earnings per share attributable to Alleghany stockholders

 

 

(4.43

)

 

 

57.14

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements.

3

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

 

 

 

Nine Months Ended September 30, 2020

 

 

 

Common

Stock

 

 

Contributed

Capital

 

 

Accumulated

Other

Comprehensive

Income (loss)

 

 

Treasury

Stock

 

 

Retained

Earnings

 

 

Total

Stockholders'

Equity

Attributable

to Alleghany

Stockholders

 

 

Redeemable

Non-

controlling

Interest

 

 

 

($ in thousands, except share amounts)

 

Balance as of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,459,961 shares of common stock issued; 3,095,333 in treasury)

 

$

17,460

 

 

$

3,608,638

 

 

$

171,350

 

 

$

(1,455,877

)

 

$

6,435,163

 

 

$

8,776,734

 

 

$

204,753

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of adoption of new accounting pronouncements

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,570

)

 

 

(3,570

)

 

 

—

 

Net (losses)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(361,218

)

 

 

(361,218

)

 

 

(254

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement plans

 

 

—

 

 

 

—

 

 

 

517

 

 

 

—

 

 

 

—

 

 

 

517

 

 

 

—

 

Change in unrealized appreciation of investments, net

 

 

—

 

 

 

—

 

 

 

(287,477

)

 

 

—

 

 

 

—

 

 

 

(287,477

)

 

 

—

 

Change in unrealized currency translation adjustment, net

 

 

—

 

 

 

—

 

 

 

(13,733

)

 

 

—

 

 

 

—

 

 

 

(13,733

)

 

 

—

 

Comprehensive (loss)

 

 

—

 

 

 

—

 

 

 

(300,693

)

 

 

—

 

 

 

(361,218

)

 

 

(661,911

)

 

 

(254

)

Dividends paid

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(215,013

)

 

 

(215,013

)

 

 

—

 

Treasury stock repurchase

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(44,268

)

 

 

—

 

 

 

(44,268

)

 

 

—

 

Other, net

 

 

—

 

 

 

1,499

 

 

 

—

 

 

 

3,591

 

 

 

—

 

 

 

5,090

 

 

 

3,862

 

Balance as of March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,459,961 shares of common stock issued; 3,150,279 in treasury)

 

 

17,460

 

 

 

3,610,137

 

 

 

(129,343

)

 

 

(1,496,554

)

 

 

5,855,362

 

 

 

7,857,062

 

 

 

208,361

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (losses)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

177,378

 

 

 

177,378

 

 

 

(918

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement plans

 

 

—

 

 

 

—

 

 

 

419

 

 

 

—

 

 

 

—

 

 

 

419

 

 

 

—

 

Change in unrealized appreciation of investments, net

 

 

—

 

 

 

—

 

 

 

406,103

 

 

 

—

 

 

 

—

 

 

 

406,103

 

 

 

—

 

Change in unrealized currency translation adjustment, net

 

 

—

 

 

 

—

 

 

 

14,814

 

 

 

—

 

 

 

—

 

 

 

14,814

 

 

 

—

 

Comprehensive income (loss)

 

 

—

 

 

 

—

 

 

 

421,336

 

 

 

—

 

 

 

177,378

 

 

 

598,714

 

 

 

(918

)

Treasury stock repurchase

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other, net

 

 

—

 

 

 

(616

)

 

 

—

 

 

 

1,079

 

 

 

—

 

 

 

463

 

 

 

20,463

 

Balance as of June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,459,961 shares of common stock issued; 3,148,009 in treasury)

 

 

17,460

 

 

 

3,609,521

 

 

 

291,993

 

 

 

(1,495,475

)

 

 

6,032,740

 

 

 

8,456,239

 

 

 

227,906

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

126,522

 

 

 

126,522

 

 

 

11,125

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement plans

 

 

—

 

 

 

—

 

 

 

420

 

 

 

—

 

 

 

—

 

 

 

420

 

 

 

—

 

Change in unrealized appreciation of investments, net

 

 

—

 

 

 

—

 

 

 

70,788

 

 

 

—

 

 

 

—

 

 

 

70,788

 

 

 

—

 

Change in unrealized currency translation adjustment, net

 

 

—

 

 

 

—

 

 

 

12,109

 

 

 

—

 

 

 

—

 

 

 

12,109

 

 

 

—

 

Comprehensive income

 

 

—

 

 

 

—

 

 

 

83,317

 

 

 

—

 

 

 

126,522

 

 

 

209,839

 

 

 

11,125

 

Treasury stock repurchase

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(69,989

)

 

 

—

 

 

 

(69,989

)

 

 

—

 

Other, net

 

 

—

 

 

 

268

 

 

 

—

 

 

 

38

 

 

 

—

 

 

 

306

 

 

 

(2,152

)

Balance as of September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,459,961 shares of common stock issued; 3,279,342 in treasury)

 

$

17,460

 

 

$

3,609,789

 

 

$

375,310

 

 

$

(1,565,426

)

 

$

6,159,262

 

 

$

8,596,395

 

 

$

236,879

 

4

 

 

 

Nine Months Ended September 30, 2019

 

 

 

Common

Stock

 

 

Contributed

Capital

 

 

Accumulated

Other

Comprehensive

Income (loss)

 

 

Treasury

Stock

 

 

Retained

Earnings

 

 

Total

Stockholders'

Equity

Attributable

to Alleghany

Stockholders

 

 

Redeemable

Non-

controlling

Interest

 

 

 

($ in thousands, except share amounts)

 

Balance as of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,459,961 shares of common stock issued; 2,883,452 in treasury)

 

$

17,460

 

 

$

3,612,830

 

 

$

(202,003

)

 

$

(1,312,939

)

 

$

5,577,362

 

 

$

7,692,710

 

 

$

169,762

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

440,227

 

 

 

440,227

 

 

 

7,675

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement plans

 

 

—

 

 

 

—

 

 

 

937

 

 

 

—

 

 

 

—

 

 

 

937

 

 

 

—

 

Change in unrealized appreciation of investments, net

 

 

—

 

 

 

—

 

 

 

187,794

 

 

 

—

 

 

 

—

 

 

 

187,794

 

 

 

—

 

Change in unrealized currency translation adjustment, net

 

 

—

 

 

 

—

 

 

 

(885

)

 

 

—

 

 

 

—

 

 

 

(885

)

 

 

—

 

Comprehensive income

 

 

—

 

 

 

—

 

 

 

187,846

 

 

 

—

 

 

 

440,227

 

 

 

628,073

 

 

 

7,675

 

Treasury stock repurchase

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(80,486

)

 

 

—

 

 

 

(80,486

)

 

 

—

 

Other, net

 

 

—

 

 

 

(4,176

)

 

 

—

 

 

 

366

 

 

 

—

 

 

 

(3,810

)

 

 

(1,716

)

Balance as of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,459,961 shares of common stock issued; 3,012,224 in treasury)

 

 

17,460

 

 

 

3,608,654

 

 

 

(14,157

)

 

 

(1,393,059

)

 

 

6,017,589

 

 

 

8,236,487

 

 

 

175,721

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

295,459

 

 

 

295,459

 

 

 

9,374

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement plans

 

 

—

 

 

 

—

 

 

 

104

 

 

 

—

 

 

 

—

 

 

 

104

 

 

 

—

 

Change in unrealized appreciation of investments, net

 

 

—

 

 

 

—

 

 

 

162,842

 

 

 

—

 

 

 

—

 

 

 

162,842

 

 

 

—

 

Change in unrealized currency translation adjustment, net

 

 

—

 

 

 

—

 

 

 

3,175

 

 

 

—

 

 

 

—

 

 

 

3,175

 

 

 

—

 

Comprehensive income

 

 

—

 

 

 

—

 

 

 

166,121

 

 

 

—

 

 

 

295,459

 

 

 

461,580

 

 

 

9,374

 

Treasury stock repurchase

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(12,666

)

 

 

—

 

 

 

(12,666

)

 

 

—

 

Other, net

 

 

—

 

 

 

(585

)

 

 

—

 

 

 

1,098

 

 

 

—

 

 

 

513

 

 

 

(9,523

)

Balance as of June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,459,961 shares of common stock issued; 3,029,099 in treasury)

 

 

17,460

 

 

 

3,608,069

 

 

 

151,964

 

 

 

(1,404,627

)

 

 

6,313,048

 

 

 

8,685,914

 

 

 

175,572

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

90,432

 

 

 

90,432

 

 

 

10,860

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement plans

 

 

—

 

 

 

—

 

 

 

322

 

 

 

—

 

 

 

—

 

 

 

322

 

 

 

—

 

Change in unrealized appreciation of investments, net

 

 

—

 

 

 

—

 

 

 

81,323

 

 

 

—

 

 

 

—

 

 

 

81,323

 

 

 

—

 

Change in unrealized currency translation adjustment, net

 

 

—

 

 

 

—

 

 

 

(10,343

)

 

 

—

 

 

 

—

 

 

 

(10,343

)

 

 

—

 

Comprehensive income

 

 

—

 

 

 

—

 

 

 

71,302

 

 

 

—

 

 

 

90,432

 

 

 

161,734

 

 

 

10,860

 

Treasury stock repurchase

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(19,294

)

 

 

—

 

 

 

(19,294

)

 

 

—

 

Other, net

 

 

—

 

 

 

284

 

 

 

—

 

 

 

20

 

 

 

—

 

 

 

304

 

 

 

(5,579

)

Balance as of September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,459,961 shares of common stock issued; 3,054,453 in treasury)

 

$

17,460

 

 

$

3,608,353

 

 

$

223,266

 

 

$

(1,423,901

)

 

$

6,403,480

 

 

$

8,828,658

 

 

$

180,853

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements.

5

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

 

($ in thousands)

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net (losses) earnings

 

$

(47,365

)

 

$

854,027

 

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

114,717

 

 

 

84,943

 

Change in the fair value of equity securities

 

 

187,991

 

 

 

(519,322

)

Net realized capital (gains) losses

 

 

8,323

 

 

 

(20,753

)

Change in allowance for credit losses on available for sale securities

 

 

10,900

 

 

 

13,617

 

(Increase) decrease in reinsurance recoverables, net of reinsurance payable

 

 

(1,947

)

 

 

318,475

 

(Increase) decrease in premium balances receivable

 

 

(144,274

)

 

 

(86,098

)

(Increase) decrease in ceded unearned premiums

 

 

(62,646

)

 

 

(37,385

)

(Increase) decrease in deferred acquisition costs

 

 

(52,085

)

 

 

(41,280

)

(Increase) decrease in funds held under reinsurance agreements

 

 

(52,828

)

 

 

3,766

 

Increase (decrease) in unearned premiums

 

 

322,383

 

 

 

228,620

 

Increase (decrease) in loss and loss adjustment expenses

 

 

753,156

 

 

 

(616,273

)

Change in unrealized foreign currency exchange rate losses (gains)

 

 

(7,012

)

 

 

41,427

 

Other, net

 

 

(245,578

)

 

 

204,484

 

Net adjustments

 

 

831,100

 

 

 

(425,779

)

Net cash provided by (used in) operating activities

 

 

783,735

 

 

 

428,248

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchases of debt securities

 

 

(5,255,118

)

 

 

(5,648,309

)

Purchases of equity securities

 

 

(1,282,583

)

 

 

(265,647

)

Sales of debt securities

 

 

2,906,720

 

 

 

2,649,257

 

Maturities and redemptions of debt securities

 

 

1,215,659

 

 

 

807,977

 

Sales of equity securities

 

 

1,442,025

 

 

 

2,261,863

 

Net (purchases) sales of short-term investments

 

 

286,249

 

 

 

(69,908

)

Net (purchases) sales and maturities of commercial mortgage loans

 

 

(5,675

)

 

 

(29,498

)

(Purchases) sales of property and equipment

 

 

(27,412

)

 

 

(35,481

)

Purchases of affiliates and subsidiaries, net of cash acquired

 

 

(123,936

)

 

 

(85,132

)

Other, net

 

 

251,072

 

 

 

(33,604

)

Net cash provided by (used in) investing activities

 

 

(592,999

)

 

 

(448,482

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Repayment of senior notes

 

 

(307,095

)

 

 

—

 

Treasury stock acquisitions

 

 

(114,258

)

 

 

(112,446

)

Proceeds from issuance of senior notes

 

 

499,335

 

 

 

—

 

Debt issue costs paid

 

 

(4,550

)

 

 

—

 

Increase (decrease) in other debt

 

 

(8,215

)

 

 

26,605

 

Cash dividends paid

 

 

(215,013

)

 

 

—

 

Other, net

 

 

2,582

 

 

 

(36,991

)

Net cash provided by (used in) financing activities

 

 

(147,214

)

 

 

(122,832

)

Effect of foreign exchange rate changes on cash

 

 

7,959

 

 

 

1,780

 

Net increase (decrease) in cash

 

 

51,481

 

 

 

(141,286

)

Cash at beginning of period

 

 

1,179,098

 

 

 

1,038,763

 

Cash at end of period

 

$

1,230,579

 

 

$

897,477

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

Cash paid during period for:

 

 

 

 

 

 

 

 

Interest paid

 

$

55,683

 

 

$

69,029

 

Income taxes paid (refund received)

 

 

57,461

 

 

 

66,325

 

 

See accompanying Notes to Unaudited Consolidated Financial Statements.

 

6

 ALLEGHANY CORPORATION AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

1. Summary of Significant Accounting Principles

(a) Principles of Financial Statement Presentation

This Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”) and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 of Alleghany Corporation (“Alleghany”).

Alleghany, a Delaware corporation, owns and supports certain operating subsidiaries and manages investments, anchored by a core position in property and casualty reinsurance and insurance. Through its wholly-owned subsidiary Transatlantic Holdings, Inc. (“TransRe”), an Alleghany subsidiary since March 2012, Alleghany is engaged in the property and casualty reinsurance business. Through its wholly-owned subsidiary Alleghany Insurance Holdings LLC (“AIHL”), Alleghany is engaged in the property and casualty insurance business. AIHL’s insurance operations are principally conducted by its subsidiaries RSUI Group, Inc. (“RSUI”) and CapSpecialty, Inc. (“CapSpecialty”). RSUI and CapSpecialty have been subsidiaries of AIHL since July 2003 and January 2002, respectively. AIHL Re LLC (“AIHL Re”), a captive reinsurance company, which provides reinsurance to Alleghany’s current and former insurance operating subsidiaries and affiliates, has been a subsidiary of Alleghany since its formation in May 2006.

Although Alleghany’s primary sources of revenues and earnings are its reinsurance and insurance operations and investments, Alleghany also generates revenues and expenses from a diverse portfolio of non-financial businesses that are owned and managed through its wholly-owned subsidiary Alleghany Capital Corporation (“Alleghany Capital”). Alleghany Capital’s businesses include:

 

•

Precision Cutting Technologies, Inc. (“PCT”), a holding company headquartered in Rockford, Illinois, with four operating businesses: (i) Bourn & Koch, Inc., a provider of precision automated machine tool solutions; (ii) Diamond Technology Innovations, Inc., a manufacturer of waterjet orifices and nozzles and a provider of related services; (iii) Coastal Industrial Distributors, LLC, a provider of high-performance solid carbide end mills; and (iv) as of March 2020, Supermill LLC, a manufacturer of high-performance carbide end mills;

 

•

R.C. Tway Company, LLC (“Kentucky Trailer”), a manufacturer of custom trailers and truck bodies for the moving and storage industry and other markets, headquartered in Louisville, Kentucky;

 

•

IPS-Integrated Project Services, LLC (“IPS”), a design, engineering, procurement, construction management and validation service provider focused on the global pharmaceutical and biotechnology industries, headquartered in Blue Bell, Pennsylvania;

 

•

Jazwares, LLC (together with its affiliates, “Jazwares”), a global toy and musical instrument company, headquartered in Sunrise, Florida;

 

•

WWSC Holdings, LLC (“W&W|AFCO Steel”), a structural steel fabricator and erector, headquartered in Oklahoma City, Oklahoma;

 

•

CHECO Holdings, LLC (“Concord”), a hotel management and development company, headquartered in Raleigh, North Carolina; and

 

•

Wilbert Funeral Services, Inc. (“Wilbert”), a provider of products and services for the funeral and cemetery industries and precast concrete markets, headquartered in Overland Park, Kansas.

On April 1, 2020, Alleghany Capital acquired an additional approximately 55 percent of Wilbert it previously did not own, bringing its equity interest in Wilbert to approximately 100 percent, and as of that date, the results of Wilbert were included in Alleghany’s consolidated results. Prior to April 1, 2020, Wilbert was accounted for under the equity method of accounting and was included in other invested assets.

In addition, Alleghany owns certain other holding-company investments. Alleghany’s wholly-owned subsidiary Stranded Oil Resources Corporation (“SORC”) is an exploration and production company focused on enhanced oil recovery, headquartered in Golden, Colorado. Alleghany’s wholly-owned subsidiary Alleghany Properties Holdings LLC (“Alleghany Properties”) owns and manages certain properties in the Sacramento, California region. Alleghany’s public equity investments are managed primarily through Alleghany’s wholly-owned subsidiary Roundwood Asset Management LLC.

Unless the context otherwise requires, references to “Alleghany” include Alleghany together with its subsidiaries.

The accompanying consolidated financial statements include the results of Alleghany and its wholly-owned and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). All material inter-company balances and transactions have been eliminated in consolidation.

7

The portion of stockholders’ equity, net earnings and comprehensive income that is not attributable to Alleghany stockholders is presented on the consolidated balance sheets, the consolidated statements of earnings and comprehensive income and the consolidated statements of changes in stockholders’ equity as noncontrolling interests. Because all noncontrolling interests have the option to sell their ownership interests to Alleghany in the future (generally through 2024), the portion of stockholders’ equity that is not attributable to Alleghany stockholders is presented on the consolidated balance sheets and the consolidated statements of changes in stockholders’ equity as redeemable noncontrolling interests for all periods presented. In addition, Alleghany accretes the redeemable noncontrolling interests up to their future estimated redemption value over the period from the date of issuance to the earliest redemption date. The redemption value of the equity interests is generally based on the subsidiary’s earnings in specified periods preceding the applicable redemption date, calculated based on either a specified formula or an independent fair market valuation. During the first nine months of 2020, the noncontrolling interests outstanding were approximately as follows: Kentucky Trailer - 23 percent; IPS - 15 percent; Jazwares - 24 percent; W&W|AFCO Steel - 20 percent; and Concord - 15 percent. Prior to April 1, 2019, the noncontrolling interests of PCT were approximately 11 percent.  All noncontrolling interest holders of PCT have exercised their repurchase options and sold their ownership interests to PCT effective April 1, 2019.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Alleghany relies on historical experience and on various other assumptions that it believes to be reasonable under the circumstances to make judgments about the carrying value of assets and liabilities and reported revenues and expenses that are not readily apparent from other sources. Actual results may differ materially from those reported results to the extent that those estimates and assumptions prove to be inaccurate. Changes in estimates are reflected in the consolidated statements of earnings and comprehensive income in the period in which the changes are made.

(b) Other Significant Accounting Principles

Alleghany’s significant accounting principles can be found in Note 1 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K.

(c) Recent Accounting Standards

Recently Adopted - 2019  

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued guidance on leases. Under this guidance, a lessee is required to recognize lease liabilities and corresponding right-of-use assets for leases with terms of more than one year, whereas under the prior guidance, a lessee was only required to recognize assets and liabilities for those leases qualifying as capital leases. This guidance also requires new disclosures about the amount, timing and uncertainty of cash flows arising from leases. The accounting by lessors remains largely unchanged. This guidance became effective in the first quarter of 2019 for public companies, with early adoption permitted. A modified retrospective transition approach was elected for all leases in existence as of, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Alleghany adopted this guidance in the first quarter of 2019 and the implementation did not have a material impact on its results of operations and financial condition. As part of its implementation, Alleghany elected to not separate lease components from non-lease components (such as office cleanings, security and maintenance services provided by Alleghany’s lessors for certain of its leases). Alleghany also elected the package of practical expedients under the transition guidance, which allowed Alleghany to not reevaluate existing lease classifications, among others. As of January 1, 2019, Alleghany’s adoption of this guidance resulted in recognition of an additional right-of-use asset of approximately $0.2 billion and a corresponding lease liability of $0.2 billion. See Note 12(b) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K for further information on Alleghany’s leases.

In August 2017, the FASB issued guidance that simplifies the requirements to achieve hedge accounting, better reflects the economic results of hedging in financial statements and improves the alignment between hedge accounting and a company’s risk management activities. This guidance was effective in the first quarter of 2019 for public companies, with early adoption permitted. Alleghany adopted this guidance in the first quarter of 2019 and the implementation did not have a material impact on its results of operations and financial condition.

Recently Adopted – 2020  

In June 2016, the FASB issued guidance on credit losses. Under this guidance, a company is required to measure all expected credit losses on loans, reinsurance recoverables and other financial assets accounted for at cost or amortized cost, as applicable, over the remaining expected life of such assets. Estimates of expected credit losses are to be based on historical experience, current conditions and reasonable and supportable forecasts. Under former FASB guidance, credit losses on these assets generally required a company to recognize credit losses when it was probable that a loss had been incurred. Credit losses for securities accounted for on an available for sale (“AFS”) basis are to be measured in a manner similar to GAAP as applied under former guidance and cannot exceed the amount by which the fair value is less than the amortized cost, although the new guidance removes the length of time a security has been in an unrealized loss position as a possible indication of a credit impairment. Credit losses for all financial assets are to be recorded through an allowance for credit losses. Subsequent reversals in credit loss estimates are permitted and are to be recognized in earnings. This guidance also requires new disclosures about the significant estimates and judgments used in estimating credit losses, as well as the credit quality of financial assets. This guidance was effective in the first quarter of 2020 for public companies, with early adoption permitted. Alleghany adopted this guidance in the first quarter of 2020.

8

As of January 1, 2020, Alleghany increased its allowances for credit losses on certain financial assets accounted for at cost or amortized cost by $4.5 million and recorded an after-tax cumulative effect reduction in opening retained earnings of $3.6 million.  The increase in allowances for credit losses primarily relates to reinsurance recoverables and commercial mortgage loans. See Note 4 of this Form 10-Q for further information on Alleghany’s reinsurance recoverables and Note 3(i) of this Form 10-Q for further information on Alleghany’s investments in commercial mortgage loans.  The increase in allowances for credit losses also relates to premium balances receivable. Estimates of expected credit losses for all of these assets are based on certain market-based indicators of credit quality, which are updated on an annual basis and re-assessed at least quarterly. Related credit loss expenses are recorded as a component of other operating expenses.  

As of January 1, 2020, credit losses for Alleghany’s AFS securities are recorded through an allowance for credit losses on the consolidated balance sheets and as a change in allowance for credit losses on AFS securities in the consolidated statements of earnings and comprehensive income.  See Note 3(f) of this Form 10-Q for further information on the credit quality for Alleghany’s AFS securities.

In January 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill. Under this guidance, if an initial qualitative assessment indicates that the fair value of an operating subsidiary may be less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount of the operating subsidiary exceeds its estimated fair value. Any resulting impairment loss recognized cannot exceed the total amount of goodwill associated with the operating subsidiary. This guidance was effective in the first quarter of 2020 for public companies, with early adoption permitted. Alleghany adopted this guidance in the first quarter of 2020 and the implementation did not have a material impact on its results of operations and financial condition. See Note 2 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K for further information on Alleghany’s goodwill.

In August 2018, the FASB issued guidance that changes the financial statement disclosure requirements for measuring fair value. With respect to financial instruments classified as “Level 3” in the fair value disclosure hierarchy, the guidance requires certain additional disclosures for public companies related to amounts included in other comprehensive income and significant unobservable inputs used in the valuation, while removing disclosure requirements related to an entity’s overall valuation processes. The guidance also removes certain disclosure requirements related to transfers between financial instruments classified as “Level 1” and “Level 2” and provides clarification on certain other existing disclosure requirements. This guidance was effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted with respect to any eliminated or modified disclosures. Alleghany adopted this guidance in the first quarter of 2020 and the implementation did not impact its results of operations or financial condition. See Note 2 of this Form 10-Q for further information on the fair value of Alleghany’s financial instruments.

In March 2020, the FASB issued guidance to expedite and simplify the accounting associated with the anticipated migration away from the widely-used London Inter-bank Offered Rate and other similar rates as benchmark interest rates after 2021.  Under pre-existing GAAP, such modifications made to: (i) loans and certain other contracts would require re-assessments of the accounting for those contacts, such as whether they were extinguished and remeasured from an accounting perspective; and (ii) derivative contracts may cause a change in accounting, such as a possible dedesignation of hedge accounting. This new guidance largely eliminates these requirements as a result of this migration to one or more new benchmark rates and is generally applicable for contract modifications made prior to December 31, 2022. Alleghany adopted this guidance in March 2020 and the implementation did not have an impact on its results of operations and financial condition.

Future Application of Accounting Standards

In August 2020, the FASB issued guidance that simplifies the accounting and disclosure requirements for certain financial instruments with characteristics of liabilities and equity, such as convertible debt and convertible preferred stock. This guidance also modifies the accounting for certain contracts involving an entity’s own stock. This guidance is effective in the first quarter of 2022 for public companies, with early adoption permitted. Alleghany will adopt this guidance in the first quarter of 2022 and does not currently believe that the implementation will have a material impact on its results of operations and financial condition.

 

2. Fair Value of Financial Instruments

The following table presents the carrying value and estimated fair value of Alleghany’s consolidated financial instruments as of September 30, 2020 and December 31, 2019:

 

 

 

September 30, 2020

 

 

December 31, 2019

 

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

 

($ in millions)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments (excluding equity method investments and loans)(1)

 

$

18,379.7

 

 

$

18,379.7

 

 

$

17,632.3

 

 

$

17,632.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior notes and other debt(2)

 

$

2,041.6

 

 

$

2,398.3

 

 

$

1,751.1

 

 

$

1,962.7

 

 

9

(1)

This table includes debt and equity securities, as well as partnership and non-marketable equity investments accounted for at fair value that are included in other invested assets. This table excludes investments accounted for using the equity method and commercial mortgage loans that are accounted for at unpaid principal balance. The fair value of short-term investments approximates amortized cost. The fair value of all other categories of investments is disclosed below.

(2)

See Note 11 of this Form 10-Q for additional information on the senior notes and other debt.

The following tables present Alleghany’s financial instruments measured at fair value and the level of the fair value hierarchy of inputs used as of September 30, 2020 and December 31, 2019:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

($ in millions)

 

As of September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

2,154.8

 

 

$

3.5

 

 

$

—

 

 

$

2,158.3

 

Preferred stock

 

 

—

 

 

 

3.1

 

 

 

2.0

 

 

 

5.1

 

Total equity securities

 

 

2,154.8

 

 

 

6.6

 

 

 

2.0

 

 

 

2,163.4

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations

 

 

—

 

 

 

1,238.4

 

 

 

—

 

 

 

1,238.4

 

Municipal bonds

 

 

—

 

 

 

2,561.1

 

 

 

—

 

 

 

2,561.1

 

Foreign government obligations

 

 

—

 

 

 

800.1

 

 

 

—

 

 

 

800.1

 

U.S. corporate bonds

 

 

—

 

 

 

3,328.3

 

 

 

629.7

 

 

 

3,958.0

 

Foreign corporate bonds

 

 

—

 

 

 

1,130.5

 

 

 

175.0

 

 

 

1,305.5

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities (“RMBS”)(1)

 

 

—

 

 

 

2,509.4

 

 

 

2.5

 

 

 

2,511.9

 

Commercial mortgage-backed securities (“CMBS”)

 

 

—

 

 

 

877.3

 

 

 

5.9

 

 

 

883.2

 

Other asset-backed securities(2)

 

 

—

 

 

 

1,544.4

 

 

 

777.3

 

 

 

2,321.7

 

Total debt securities

 

 

—

 

 

 

13,989.5

 

 

 

1,590.4

 

 

 

15,579.9

 

Short-term investments

 

 

—

 

 

 

636.1

 

 

 

—

 

 

 

636.1

 

Other invested assets(3)

 

 

—

 

 

 

—

 

 

 

0.3

 

 

 

0.3

 

Total investments (excluding equity method investments and loans)

 

$

2,154.8

 

 

$

14,632.2

 

 

$

1,592.7

 

 

$

18,379.7

 

Senior notes and other debt

 

$

—

 

 

$

1,935.8

 

 

$

462.5

 

 

$

2,398.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

($ in millions)

 

As of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

2,498.1

 

 

$

3.3

 

 

$

—

 

 

$

2,501.4

 

Preferred stock

 

 

—

 

 

 

2.1

 

 

 

2.0

 

 

 

4.1

 

Total equity securities

 

 

2,498.1

 

 

 

5.4

 

 

 

2.0

 

 

 

2,505.5

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations

 

 

—

 

 

 

1,215.0

 

 

 

—

 

 

 

1,215.0

 

Municipal bonds

 

 

—

 

 

 

2,307.9

 

 

 

—

 

 

 

2,307.9

 

Foreign government obligations

 

 

—

 

 

 

690.7

 

 

 

—

 

 

 

690.7

 

U.S. corporate bonds

 

 

—

 

 

 

2,754.0

 

 

 

605.0

 

 

 

3,359.0

 

Foreign corporate bonds

 

 

—

 

 

 

1,208.7

 

 

 

168.7

 

 

 

1,377.4

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS(1)

 

 

—

 

 

 

1,838.5

 

 

 

1.9

 

 

 

1,840.4

 

CMBS

 

 

—

 

 

 

865.9

 

 

 

5.8

 

 

 

871.7

 

Other asset-backed securities(2)

 

 

—

 

 

 

1,692.9

 

 

 

856.7

 

 

 

2,549.6

 

Total debt securities

 

 

—

 

 

 

12,573.6

 

 

 

1,638.1

 

 

 

14,211.7

 

Short-term investments

 

 

—

 

 

 

914.8

 

 

 

—

 

 

 

914.8

 

Other invested assets(3)

 

 

—

 

 

 

—

 

 

 

0.3

 

 

 

0.3

 

Total investments (excluding equity method investments and loans)

 

$

2,498.1

 

 

$

13,493.8

 

 

$

1,640.4

 

 

$

17,632.3

 

Senior notes and other debt

 

$

—

 

 

$

1,595.6

 

 

$

367.1

 

 

$

1,962.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Primarily includes government agency pass-through securities guaranteed by a government agency or government sponsored enterprise, among other types of RMBS.

10

(2)

Includes $760.5 million and $834.2 million of collateralized loan obligations as of September 30, 2020 and December 31, 2019, respectively.

(3)

Includes partnership and non-marketable equity investments accounted for at fair value, and excludes investments accounted for using the equity method.

In the three months ended September 30, 2020, Alleghany did not transfer out of Level 3 any financial instruments. In the nine months ended September 30, 2020, Alleghany transferred out of Level 3 $17.8 million of financial instruments, principally due to an increase in observable inputs related to the valuation of such assets. Specifically, during the first nine months of 2020, there was a decrease in the weight given to non-binding broker quotes and, as a result, there was a corresponding increase in quoted prices for similar assets in active markets. Of the $17.8 million of transfers, $14.5 million related to other asset-backed securities, with the remainder related to foreign corporate bonds. There were no transfers out of Level 3 in the three months ended September 30, 2020.

In the three and nine months ended September 30, 2019, Alleghany transferred into Level 3 $5.8 million and $21.8 million, respectively, of financial instruments, principally due to a decrease in observable inputs related to the valuation of such assets.  Specifically, during the first nine months of 2019, there was an increase in the weight given to non-binding broker quotes and, as a result, there was a corresponding decrease in quoted prices for similar assets in active markets. Of the $21.8 million of transfers, $14.7 million related to foreign corporate bonds and the remainder related to other types of debt securities.

In the three and nine months ended September 30, 2019, Alleghany transferred out of Level 3 $1.5 million and $16.4 million, respectively, of financial instruments, principally due to an increase in observable inputs related to the valuation of such assets. Specifically, during the first nine months of 2019, there was a decrease in the weight given to non-binding broker quotes, and as a result, there was a corresponding increase in quoted prices for similar assets in active markets. Of the $16.4 million of transfers, $12.1 million related to other asset-backed securities, with the remainder related to other types of debt securities.

The following tables present reconciliations of the changes in Level 3 assets during the nine months ended September 30, 2020 and 2019 measured at fair value:

 

 

 

 

 

 

 

Debt Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage and asset-backed

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2020

 

Preferred

Stock

 

 

U.S.

Corporate

Bonds

 

 

Foreign

Corporate

Bonds

 

 

RMBS

 

 

CMBS

 

 

Other Asset-

backed

Securities

 

 

Other

Invested

Assets(1)

 

 

Total

 

 

 

($ in millions)

 

Balance as of January 1, 2020

 

$

2.0

 

 

$

605.0

 

 

$

168.7

 

 

$

1.9

 

 

$

5.8

 

 

$

856.7

 

 

$

0.3

 

 

$

1,640.4

 

Net realized/unrealized gains (losses) included in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (losses)(2)

 

 

—

 

 

 

(3.8

)

 

 

0.1

 

 

 

—

 

 

 

—

 

 

 

(9.5

)

 

 

—

 

 

 

(13.2

)

Other comprehensive income (loss)

 

 

—

 

 

 

19.2

 

 

 

5.1

 

 

 

(0.1

)

 

 

0.1

 

 

 

(8.2

)

 

 

—

 

 

 

16.1

 

Purchases

 

 

—

 

 

 

26.0

 

 

 

15.6

 

 

 

0.9

 

 

 

—

 

 

 

63.3

 

 

 

—

 

 

 

105.8

 

Sales

 

 

—

 

 

 

(2.0

)

 

 

(0.8

)

 

 

—

 

 

 

—

 

 

 

(54.7

)

 

 

—

 

 

 

(57.5

)

Issuances

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Settlements

 

 

—

 

 

 

(14.7

)

 

 

(10.4

)

 

 

(0.2

)

 

 

—

 

 

 

(55.8

)

 

 

—

 

 

 

(81.1

)

Transfers into Level 3

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Transfers out of Level 3

 

 

—

 

 

 

—

 

 

 

(3.3

)

 

 

—

 

 

 

—

 

 

 

(14.5

)

 

 

—

 

 

 

(17.8

)

Balance as of September 30, 2020

 

$

2.0

 

 

$

629.7

 

 

$

175.0

 

 

$

2.5

 

 

$

5.9

 

 

$

777.3

 

 

$

0.3

 

 

$

1,592.7

 

 

 

 

 

 

 

 

Debt Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage and asset-backed

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2019

 

Preferred

Stock

 

 

U.S.

Corporate

Bonds

 

 

Foreign

Corporate

Bonds

 

 

CMBS

 

 

Other Asset-

backed

Securities

 

 

Other

Invested

Assets(1)

 

 

Total

 

 

 

($ in millions)

 

Balance as of January 1, 2019

 

$

5.4

 

 

$

425.7

 

 

$

126.9

 

 

$

—

 

 

$

1,266.9

 

 

$

0.7

 

 

$

1,825.6

 

Net realized/unrealized gains (losses) included in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (losses)(2)

 

 

(1.6

)

 

 

(9.9

)

 

 

(0.2

)

 

 

—

 

 

 

(1.1

)

 

 

(0.1

)

 

 

(12.9

)

Other comprehensive income (loss)

 

 

—

 

 

 

40.0

 

 

 

3.5

 

 

 

—

 

 

 

16.7

 

 

 

(0.4

)

 

 

59.8

 

Purchases

 

 

0.3

 

 

 

123.2

 

 

 

27.3

 

 

 

1.7

 

 

 

68.3

 

 

 

0.1

 

 

 

220.9

 

Sales

 

 

—

 

 

 

—

 

 

 

(5.6

)

 

 

—

 

 

 

(378.8

)

 

 

—

 

 

 

(384.4

)

Issuances

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Settlements

 

 

—

 

 

 

(6.3

)

 

 

(8.9

)

 

 

—

 

 

 

(99.8

)

 

 

—

 

 

 

(115.0

)

Transfers into Level 3

 

 

—

 

 

 

1.3

 

 

 

14.7

 

 

 

—

 

 

 

5.8

 

 

 

—

 

 

 

21.8

 

Transfers out of Level 3

 

 

—

 

 

 

(2.7

)

 

 

(1.6

)

 

 

—

 

 

 

(12.1

)

 

 

—

 

 

 

(16.4

)

Balance as of September 30, 2019

 

$

4.1

 

 

$

571.3

 

 

$

156.1

 

 

$

1.7

 

 

$

865.9

 

 

$

0.3

 

 

$

1,599.4

 

 

(1)

Includes partnership and non-marketable equity investments accounted for at fair value.

(2)

There were no credit losses recorded in net earnings related to Level 3 assets still held as of September 30, 2020 and 2019.

11

With respect to changes in Level 3 liabilities during the first nine months of 2020, the increase in senior notes and other debt  reflects the impact of Wilbert’s April 1, 2020 inclusion in Alleghany’s consolidated results, as discussed above and, to a lesser extent, increased borrowings at other Alleghany Capital subsidiaries due to greater working capital needs.

Although Alleghany is responsible for the determination of the fair value of Alleghany’s financial assets and the supporting methodologies and assumptions, it employs third-party valuation service providers to gather, analyze and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. When those providers are unable to obtain sufficient market observable information upon which to estimate the fair value for a particular security, fair value is determined either by requesting a quote, which is generally non-binding, from brokers who are knowledgeable about these securities or by employing widely accepted valuation models. As of September 30, 2020 and December 31, 2019, the fair value for the vast majority of debt securities included in Level 3 was provided by such third-party valuation service providers, and as such, valuation details on these securities are generally not available to Alleghany.

 

Alleghany employs specific control processes to determine the reasonableness of the fair values of its financial assets and liabilities. Alleghany’s processes are designed to ensure that the values received or internally estimated are accurately recorded and that the data inputs and the valuation techniques used are appropriate, consistently applied and that the assumptions are reasonable and consistent with the objective of determining fair value. Alleghany assesses the reasonableness of individual security values received from valuation service providers through various analytical techniques. In addition, Alleghany validates the reasonableness of fair values by comparing information obtained from Alleghany’s valuation service providers to other third-party valuation sources for selected securities. Alleghany also validates prices obtained from brokers for selected securities through reviews by those who have relevant expertise and who are independent of those charged with executing investing transactions. See Note 1(c) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K for Alleghany’s accounting policy on fair value.

 

3. Investments

(a) Unrealized Gains and Losses

The following tables present the amortized cost and the fair value of AFS securities as of September 30, 2020 and December 31, 2019:

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Allowance for Credit Losses(2)

 

 

Fair Value

 

 

 

($ in millions)

 

As of September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations

 

$

1,187.3

 

 

$

52.1

 

 

$

(1.0

)

 

$

—

 

 

$

1,238.4

 

Municipal bonds

 

 

2,412.9

 

 

 

151.7

 

 

 

(3.5

)

 

 

—

 

 

 

2,561.1

 

Foreign government obligations

 

 

767.0

 

 

 

33.5

 

 

 

(0.4

)

 

 

—

 

 

 

800.1

 

U.S. corporate bonds

 

 

3,697.1

 

 

 

275.8

 

 

 

(9.6

)

 

 

(5.3

)

 

 

3,958.0

 

Foreign corporate bonds

 

 

1,260.1

 

 

 

48.0

 

 

 

(2.4

)

 

 

(0.2

)

 

 

1,305.5

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS

 

 

2,432.8

 

 

 

80.1

 

 

 

(1.0

)

 

 

—

 

 

 

2,511.9

 

CMBS

 

 

855.2

 

 

 

40.2

 

 

 

(12.2

)

 

 

—

 

 

 

883.2

 

Other asset-backed securities(1)

 

 

2,319.5

 

 

 

49.8

 

 

 

(47.6

)

 

 

—

 

 

 

2,321.7

 

Total debt securities

 

 

14,931.9

 

 

 

731.2

 

 

 

(77.7

)

 

 

(5.5

)

 

 

15,579.9

 

Short-term investments

 

 

636.1

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

636.1

 

Total investments

 

$

15,568.0

 

 

$

731.2

 

 

$

(77.7

)

 

$

(5.5

)

 

$

16,216.0

 

12

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

 

($ in millions)

 

As of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations

 

$

1,198.5

 

 

$

19.3

 

 

$

(2.8

)

 

$

1,215.0

 

Municipal bonds

 

 

2,190.5

 

 

 

118.7

 

 

 

(1.3

)

 

 

2,307.9

 

Foreign government obligations

 

 

675.9

 

 

 

16.4

 

 

 

(1.6

)

 

 

690.7

 

U.S. corporate bonds

 

 

3,206.2

 

 

 

155.1

 

 

 

(2.3

)

 

 

3,359.0

 

Foreign corporate bonds

 

 

1,348.1

 

 

 

32.2

 

 

 

(2.9

)

 

 

1,377.4

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS

 

 

1,785.1

 

 

 

56.1

 

 

 

(0.8

)

 

 

1,840.4

 

CMBS

 

 

849.9

 

 

 

23.2

 

 

 

(1.4

)

 

 

871.7

 

Other asset-backed securities(1)

 

 

2,544.5

 

 

 

24.8

 

 

 

(19.7

)

 

 

2,549.6

 

Total debt securities

 

 

13,798.7

 

 

 

445.8

 

 

 

(32.8

)

 

 

14,211.7

 

Short-term investments

 

 

914.8

 

 

 

—

 

 

 

—

 

 

 

914.8

 

Total investments

 

$

14,713.5

 

 

$

445.8

 

 

$

(32.8

)

 

$

15,126.5

 

 

(1)

Includes $760.5 million and $834.2 million of collateralized loan obligations as of September 30, 2020 and December 31, 2019, respectively.

(2)

See Note 1(c) of this Form 10-Q for further information regarding Alleghany’s adoption of new credit loss accounting guidance.

(b) Contractual Maturity

The following table presents the amortized cost and estimated fair value of debt securities by contractual maturity as of September 30, 2020. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

 

Amortized Cost

 

 

Fair Value

 

 

 

($ in millions)

 

As of September 30, 2020

 

 

 

 

 

 

 

 

Short-term investments due in one year or less

 

$

636.1

 

 

$

636.1

 

Mortgage and asset-backed securities(1)

 

 

5,607.5

 

 

 

5,716.8

 

Debt securities with maturity dates:

 

 

 

 

 

 

 

 

One year or less

 

 

488.0

 

 

 

492.5

 

Over one through five years

 

 

3,407.1

 

 

 

3,551.1

 

Over five through ten years

 

 

3,106.9

 

 

 

3,315.7

 

Over ten years

 

 

2,322.4

 

 

 

2,503.8

 

Total debt securities

 

$

14,931.9

 

 

$

15,579.9

 

 

(1)

Mortgage and asset-backed securities by their nature do not generally have single maturity dates.

(c) Net Investment Income

The following table presents net investment income for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

($ in millions)

 

Interest income

 

$

109.1

 

 

$

130.1

 

 

$

337.6

 

 

$

376.6

 

Dividend income

 

 

4.9

 

 

 

9.7

 

 

 

20.2

 

 

 

28.9

 

Investment expenses

 

 

(7.6

)

 

 

(7.4

)

 

 

(22.1

)

 

 

(22.1

)

Partnerships and other investment results

 

 

22.9

 

 

 

15.4

 

 

 

24.2

 

 

 

30.2

 

Total

 

$

129.3

 

 

$

147.8

 

 

$

359.9

 

 

$

413.6

 

  

As of September 30, 2020, non-income producing invested assets were immaterial.

13

(d) Change in the Fair Value of Equity Securities

The proceeds from sales of equity securities were $0.1 billion and $0.3 billion for the three months ended September 30, 2020 and 2019, respectively, and $1.4 billion and $2.3 billion for the nine months ended September 30, 2020 and 2019, respectively.

The following table presents changes in the fair value of equity securities for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

($ in millions)

 

Change in the fair value of equity securities sold during the period

 

$

3.4

 

 

$

(16.2

)

 

$

(110.8

)

 

$

57.7

 

Change in the fair value of equity securities held at the end of the period

 

 

89.4

 

 

 

(0.5

)

 

 

(77.2

)

 

 

461.6

 

Change in the fair value of equity securities

 

$

92.8

 

 

$

(16.7

)

 

$

(188.0

)

 

$

519.3

 

(e) Realized Gains and Losses

The proceeds from sales of debt securities were $0.4 billion and $0.8 billion for the three months ended September 30, 2020 and 2019, respectively, and $2.9 billion and $2.6 billion for the nine months ended September 30, 2020 and 2019, respectively.

Realized capital gains and losses for the three and nine months ended September 30, 2020 and 2019 primarily reflect the sale of debt securities. For the three and nine months ended September 30, 2020, realized capital gains and losses include: (i) a $13.8 million realized gain on a partial settlement and remeasurement of fair value of certain outstanding contingent consideration liabilities by Alleghany Capital in connection with its 2018 acquisition of Concord (the “Concord Settlement Gain”); and (ii) impairment charges of $1.6 million and $76.0 million, respectively, from write-downs of SORC oil field assets. For the nine months ended September 30, 2020, realized capital gains and losses include: (i) a gain of $16.3 million on April 1, 2020 in connection with Alleghany Capital’s acquisition of an additional approximately 55 percent of Wilbert that it did not previously own, and the remeasurement its pre-existing approximately 45 percent equity ownership to estimated fair value (the “Wilbert Remeasurement Gain”); (ii) a $5.0 million realized gain from a reduction of certain contingent consideration liabilities at the PCT-level in connection with its acquisition of a provider of high-performance solid carbide end mills in June 2019; and (iii) a $7.1 million realized loss as a result of an early redemption of debt (see Note 11(a) of this Form 10-Q for further information on this early redemption). SORC’s oil field assets are held for sale and consequently, were written down to estimated fair value, which reflects a significant decline in oil prices, less costs to sell. In the third quarter of 2020, certain of SORC’s oil field assets were sold at values that approximated their reduced carrying value.

The following table presents amounts of gross realized capital gains and gross realized capital losses for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

($ in millions)

 

Gross realized capital gains

 

$

21.4

 

 

$

12.6

 

 

$

108.8

 

 

$

38.3

 

Gross realized capital (losses)

 

 

(4.6

)

 

 

(8.7

)

 

 

(117.1

)

 

 

(17.5

)

Net realized capital gains

 

$

16.8

 

 

$

3.9

 

 

$

(8.3

)

 

$

20.8

 

 

Gross realized capital losses exclude change in allowance for credit losses on AFS securities, as discussed below.

(f) Credit quality for AFS securities

Alleghany holds its debt securities as AFS and, as such, these securities are recorded at fair value. Credit losses for AFS securities are recorded through an allowance for credit losses. Changes in the allowance for credit losses are recorded for (or as a reversal of) credit losses on AFS securities. Any portion of a decline in fair value related to a debt security that is believed to arise from factors other than credit is recorded as a component of other comprehensive income rather than charged against earnings.

Alleghany continually monitors the difference between amortized cost and the estimated fair value of its debt investments. The analysis of a security’s decline in value is performed in its functional currency. Debt securities in an unrealized loss position are evaluated for credit losses if they meet any of the following criteria: (i) they are trading at a discount of at least 20 percent to amortized cost and have a credit rating below investment grade or are not rated; (ii) there has been a negative credit or news event with respect to the issuer that could indicate the existence of a credit loss; or (iii) Alleghany intends to sell, or it is more likely than not that Alleghany will sell, the debt security before recovery of its amortized cost basis.

If Alleghany intends to sell, or it is more likely than not that Alleghany will sell, a debt security before recovery of its amortized cost basis, the total amount of the unrealized loss position is recognized as a credit loss in earnings. To the extent that a debt security that is in an unrealized loss position is not impaired based on the preceding, Alleghany will consider a debt security to be impaired when it believes it to be probable that Alleghany will not be able to collect the entire amortized cost basis. For debt securities in an unrealized loss position as of the end of each quarter, Alleghany develops a best estimate of the present value of expected cash flows. If the results of the cash flow analysis indicate that Alleghany will not recover the full amount of its amortized cost basis in the debt security, Alleghany records a credit loss in earnings equal to the difference between the present value of expected cash flows and the amortized cost basis of the debt security. If applicable, the difference between the total unrealized loss position on the debt security

14

and the total loss recognized in earnings is the non-credit related portion, which is recorded as a component of other comprehensive income.

In developing the cash flow analyses for debt securities, Alleghany considers various factors for the different categories of debt securities. For municipal bonds, Alleghany takes into account the taxing power of the issuer, source of revenue, credit risk and enhancements and pre-refunding. For mortgage and asset-backed securities, Alleghany discounts its best estimate of future cash flows at an effective rate equal to the original effective yield of the security or, in the case of floating rate securities, at the current coupon. Alleghany’s models include assumptions about prepayment speeds, default and delinquency rates, underlying collateral (if any), credit ratings, credit enhancements and other observable market data. For corporate bonds, Alleghany reviews business prospects, credit ratings and available information from asset managers and rating agencies for individual securities.

Change in allowance for credit losses on AFS securities in the first nine months of 2020 reflect $10.9 million of unrealized losses on debt securities, primarily related to the energy sector and lower-quality corporate bonds in other sectors due to a significant decline in their fair value relative to their amortized costs. The $10.9 million is net of a $3.4 million reduction of the allowance for credit losses on AFS securities in the third quarter of 2020, arising primarily from the improved bond market conditions and bond sales.

Change in allowance for credit losses on AFS securities in the first nine months of 2019 reflects $13.6 million of unrealized losses on debt securities, primarily related to the energy sector, and the deterioration of creditworthiness of the issuers. Of the $13.6 million of the change in allowance for credit losses on AFS securities, $3.6 million were incurred in the third quarter of 2019.

The following table presents a rollforward of Alleghany’s allowance for credit losses on AFS securities for the three and nine months ended September 30, 2020:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2020

 

 

September 30, 2020

 

Allowance for Credit Losses

 

($ in millions)

 

Beginning balance

 

$

8.9

 

 

$

—

 

Beginning balance - cumulative effect of an accounting change(1)

 

 

—

 

 

 

—

 

Provision for credit losses

 

 

(3.4

)

 

 

10.9

 

Charge-offs

 

 

—

 

 

 

(5.4

)

Recoveries

 

 

—

 

 

 

—

 

Balance as of September 30, 2020

 

$

5.5

 

 

$

5.5

 

 

(1)

See Note 1(c) of this Form 10-Q for further information regarding Alleghany’s adoption of new credit loss accounting guidance.

The gross unrealized investment losses for debt securities as of September 30, 2020 were deemed to be temporary, based on, among other factors: (i) the relative magnitude to which the fair value of these investments had been below cost were not indicative of a credit loss; (ii) the absence of compelling evidence that would cause Alleghany to call into question the financial condition or near-term business prospects of the issuer of the security; and (iii) Alleghany’s ability and intent to hold the security for a period of time sufficient to allow for any anticipated recovery.

Alleghany’s methodology for assessing credit losses contains inherent risks and uncertainties which could include, but are not limited to, incorrect assumptions about financial condition, liquidity or future prospects, inadequacy of any underlying collateral and unfavorable changes in economic conditions or social trends, interest rates or credit ratings.

Alleghany’s consolidated investment portfolio consists mainly of highly rated and liquid debt and equity securities listed on national securities exchanges. The overall credit quality of the debt securities portfolio is measured using the lowest rating of three large, reputable rating agencies. In this regard, the overall weighted-average credit quality rating of Alleghany’s debt securities portfolio as of September 30, 2020 and December 31, 2019, was AA-. Although a portion of Alleghany’s debt securities, which consist predominantly of municipal bonds, is insured by third-party financial guaranty insurance companies, the impact of such insurance was not significant to the debt securities’ credit quality rating as of September 30, 2020.

15

The following table presents the ratings of Alleghany’s debt securities as of September 30, 2020:

 

 

 

Ratings as of September 30, 2020

 

 

 

AAA / Aaa

 

 

AA / Aa

 

 

A

 

 

BBB / Baa

 

 

Below

BBB / Baa

or Not

Rated(1)

 

 

Total

 

 

 

($ in millions)

 

U.S. government obligations

 

$

—

 

 

$

1,238.4

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1,238.4

 

Municipal bonds

 

 

222.4

 

 

 

1,772.2

 

 

 

463.8

 

 

 

95.7

 

 

 

7.0

 

 

 

2,561.1

 

Foreign government obligations

 

 

343.0

 

 

 

359.0

 

 

 

97.0

 

 

 

1.1

 

 

 

—

 

 

 

800.1

 

U.S. corporate bonds

 

 

9.5

 

 

 

284.2

 

 

 

1,715.9

 

 

 

1,580.2

 

 

 

368.2

 

 

 

3,958.0

 

Foreign corporate bonds

 

 

238.5

 

 

 

94.5

 

 

 

612.1

 

 

 

324.8

 

 

 

35.6

 

 

 

1,305.5

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS

 

 

2.5

 

 

 

2,503.9

 

 

 

—

 

 

 

1.0

 

 

 

4.5

 

 

 

2,511.9

 

CMBS

 

 

280.6

 

 

 

420.8

 

 

 

181.5

 

 

 

0.3

 

 

 

—

 

 

 

883.2

 

Other asset-backed securities

 

 

891.8

 

 

 

582.0

 

 

 

408.7

 

 

 

341.8

 

 

 

97.4

 

 

 

2,321.7

 

Total debt securities

 

$

1,988.3

 

 

$

7,255.0

 

 

$

3,479.0

 

 

$

2,344.9

 

 

$

512.7

 

 

$

15,579.9

 

Percentage of debt securities

 

 

12.8

%

 

 

46.6

%

 

 

22.3

%

 

 

15.0

%

 

 

3.3

%

 

 

100.0

%

 

(1)

Consists of $138.6 million of securities rated BB / Ba, $181.7 million of securities rated B, $22.9 million of securities rated CCC, $0.4 million of securities rated CC, $3.5 million of securities rated below CC and $165.6 million of not rated securities.

(g) Aging of Gross Unrealized Losses

The following tables present gross unrealized losses and related fair values for Alleghany’s AFS securities for which an allowance for credit losses has not been recorded, grouped by duration of time in a continuous unrealized loss position, as of September 30, 2020 and December 31, 2019:

 

 

 

Less Than 12 Months

 

 

12 Months or More

 

 

Total

 

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

 

($ in millions)

 

As of September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations

 

$

153.3

 

 

$

1.0

 

 

$

—

 

 

$

—

 

 

$

153.3

 

 

$

1.0

 

Municipal bonds

 

 

205.2

 

 

 

3.5

 

 

 

—

 

 

 

—

 

 

 

205.2

 

 

 

3.5

 

Foreign government obligations

 

 

110.7

 

 

 

0.4

 

 

 

0.1

 

 

 

—

 

 

 

110.8

 

 

 

0.4

 

U.S. corporate bonds

 

 

343.3

 

 

 

9.5

 

 

 

4.6

 

 

 

0.1

 

 

 

347.9

 

 

 

9.6

 

Foreign corporate bonds

 

 

131.5

 

 

 

1.4

 

 

 

20.3

 

 

 

1.0

 

 

 

151.8

 

 

 

2.4

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS

 

 

289.4

 

 

 

1.0

 

 

 

0.4

 

 

 

—

 

 

 

289.8

 

 

 

1.0

 

CMBS

 

 

291.5

 

 

 

12.2

 

 

 

0.3

 

 

 

—

 

 

 

291.8

 

 

 

12.2

 

Other asset-backed securities

 

 

578.9

 

 

 

26.0

 

 

 

532.2

 

 

 

21.6

 

 

 

1,111.1

 

 

 

47.6

 

Total temporarily impaired securities

 

$

2,103.8

 

 

$

55.0

 

 

$

557.9

 

 

$

22.7

 

 

$

2,661.7

 

 

$

77.7

 

16

 

 

 

Less Than 12 Months

 

 

12 Months or More

 

 

Total

 

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

 

($ in millions)

 

As of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government obligations

 

$

120.3

 

 

$

2.0

 

 

$

99.7

 

 

$

0.8

 

 

$

220.0

 

 

$

2.8

 

Municipal bonds

 

 

90.2

 

 

 

1.3

 

 

 

4.3

 

 

 

—

 

 

 

94.5

 

 

 

1.3

 

Foreign government obligations

 

 

198.5

 

 

 

1.2

 

 

 

33.8

 

 

 

0.4

 

 

 

232.3

 

 

 

1.6

 

U.S. corporate bonds

 

 

113.8

 

 

 

1.6

 

 

 

27.6

 

 

 

0.7

 

 

 

141.4

 

 

 

2.3

 

Foreign corporate bonds

 

 

212.0

 

 

 

2.3

 

 

 

66.9

 

 

 

0.6

 

 

 

278.9

 

 

 

2.9

 

Mortgage and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RMBS

 

 

48.7

 

 

 

0.3

 

 

 

48.6

 

 

 

0.5

 

 

 

97.3

 

 

 

0.8

 

CMBS

 

 

126.8

 

 

 

1.4

 

 

 

1.2

 

 

 

—

 

 

 

128.0

 

 

 

1.4

 

Other asset-backed securities

 

 

422.9

 

 

 

2.7

 

 

 

715.9

 

 

 

17.0

 

 

 

1,138.8

 

 

 

19.7

 

Total temporarily impaired securities

 

$

1,333.2

 

 

$

12.8

 

 

$

998.0

 

 

$

20.0

 

 

$

2,331.2

 

 

$

32.8

 

 

As of September 30, 2020, Alleghany held a total of 843 debt securities that were in an unrealized loss position, of which 122 securities were in an unrealized loss position continuously for 12 months or more. The unrealized losses associated with these debt securities consisted of losses related primarily to other asset-backed securities, U.S. corporate bonds and CMBS.  

(h) Investments in Variable Interest Entities

In December 2012, TransRe obtained an ownership interest in Pillar Capital Holdings Limited (“Pillar Holdings”), a Bermuda- based insurance asset manager focused on collateralized reinsurance and catastrophe insurance-linked securities. Additionally, TransRe invested $175.0 million and AIHL invested $25.0 million in limited partnership funds managed by Pillar Holdings (the “Funds”). The objective of the Funds is to create portfolios with attractive risk-reward characteristics and low correlation with other asset classes, using the extensive reinsurance and capital market experience of the principals of Pillar Holdings. Alleghany has concluded that both Pillar Holdings and the Funds (collectively, the “Pillar Investments”) represent variable interest entities and that Alleghany is not the primary beneficiary, as it does not have the ability to direct the activities that most significantly impact each entity’s economic performance. Therefore, the Pillar Investments are not consolidated and are accounted for under the equity method of accounting. Alleghany’s potential maximum loss in the Pillar Investments is limited to its cumulative net investment. As of September 30, 2020 and December 31, 2019, Alleghany’s carrying value in the Pillar Investments, as determined under the equity method of accounting, was $170.5 million and $205.5 million, respectively, which is reported as a component of other invested assets and is net of returns of capital received from the Pillar Investments.

See Note 9(c) of this Form 10-Q for further information regarding variable interest entities.

(i) Investments in Commercial Mortgage Loans

As of September 30, 2020 and December 31, 2019, the carrying value of Alleghany’s commercial mortgage loan portfolio was $691.9 million and $686.2 million, respectively, representing the unpaid principal balance on the loans, less allowance for credit losses. The estimated fair value of the commercial mortgage loan portfolio approximated carrying value as of September 30, 2020 and December 31, 2019. The commercial mortgage loan portfolio consists primarily of first mortgages on commercial properties in major metropolitan areas in the U.S. The loans earn interest at fixed- and floating-rates, and mature in two to ten years from loan origination. As of September 30, 2020, the vast majority of loans in Alleghany’s portfolio were originated in the 2016 through 2019 years.

The principal amounts of the loans were no more than approximately two-thirds of the property’s appraised value at the time the loans were made and the estimated fair value of underlying collateral was approximately double that of the commercial mortgage loan portfolio carrying value as of September 30, 2020.  Fair value estimates of underlying collateral are updated on a rolling basis at least annually, with a portion of the portfolio updated each quarter. As of September 30, 2020, there was no loan in default or in arrears.

17

The following table presents a rollforward of Alleghany’s allowance for credit losses on commercial mortgage loans for the three and nine months ended September 30, 2020:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2020

 

 

September 30, 2020

 

Allowance for Credit Losses

 

($ in millions)

 

Beginning balance

 

$

1.3

 

 

$

—

 

Beginning balance - cumulative effect of an accounting change(1)

 

 

—

 

 

 

0.8

 

Provision for credit losses

 

 

0.2

 

 

 

0.7

 

Charge-offs

 

 

—

 

 

 

—

 

Recoveries

 

 

—

 

 

 

—

 

Balance as of September 30, 2020

 

$

1.5

 

 

$

1.5

 

(1)

See Note 1(c) of this Form 10-Q for further information regarding Alleghany’s adoption of new credit loss accounting guidance.

 

4. Reinsurance Ceded

(a) Overview

Alleghany’s reinsurance and insurance subsidiaries reinsure portions of the risks they underwrite in order to reduce the effect of individual or aggregate exposure to losses, manage capacity, protect capital resources, reduce volatility in specific lines of business, improve risk-adjusted portfolio returns and enable them to increase gross premium writings and risk capacity without requiring additional capital. Alleghany’s reinsurance and insurance subsidiaries generally purchase reinsurance and retrocessional coverages from highly- rated third-party reinsurers or on a collateralized basis. If the assuming reinsurers are unable or unwilling to meet the obligations assumed under the applicable reinsurance agreements, Alleghany’s reinsurance and insurance subsidiaries would remain liable for such reinsurance portion not paid by these reinsurers. As such, funds, trust agreements and letters of credit are held to collateralize a portion of Alleghany’s reinsurance recoverables and Alleghany’s reinsurance and insurance subsidiaries reinsure portions of the risks they underwrite or assume with multiple reinsurance programs. A summary of the more significant programs follows.

TransRe enters into various retrocession arrangements, including property catastrophe retrocession contracts, to manage the effects of individual or aggregate exposure to losses, reduce volatility in specific lines of business, improve risk-adjusted portfolio returns, strengthen its market position and enhance capital efficiency. These include excess-of-loss and quota share treaties in traditional rated form as well as catastrophe bonds and other collateralized insurance-linked structures. TransRe’s retrocession protections generally have a one-year term and renewal dates occur throughout the year, with the majority renewing at January 1 and June 1. The catastrophe bonds, however, have a four-year term, with maturities in 2022 and 2023.

RSUI reinsures its property lines of business through a program consisting of surplus share treaties, facultative placements, and per risk and catastrophe excess of loss treaties. RSUI’s catastrophe reinsurance program and property per risk reinsurance program each run on an annual basis from May 1 to the following April 30 and portions expired on April 30, 2020. Both programs were renewed on May 1, 2020 with substantially similar terms as the expired programs.

(b) Reinsurance Recoverables

Amounts recoverable from reinsurers are recognized in a manner consistent with the loss and loss adjustment expense (“LAE”) liabilities associated with the reinsurance placement and presented on the balance sheet as reinsurance recoverables, and are recorded after an allowance for credit losses. Reinsurance recoverable balances as of September 30, 2020 and December 31, 2019 are presented in the table below:

 

 

 

As of September 30,

 

 

As of December 31,

 

 

 

2020

 

 

2019

 

 

 

($ in millions)

 

Reinsurance recoverables on paid losses

 

$

83.0

 

 

$

98.1

 

Ceded outstanding loss and LAE

 

 

1,620.9

 

 

 

1,583.9

 

Reinsurance recoverables, before allowance for credit losses

 

 

1,703.9

 

 

 

1,682.0

 

Allowance for credit losses

 

 

(6.9

)

 

 

—

 

Total

 

$

1,697.0

 

 

$

1,682.0

 

18

The following table presents information regarding concentration of Alleghany’s reinsurance recoverables and the ratings profile of our reinsurers as of September 30, 2020:

 

Reinsurer(1)

 

Rating(2)

 

Amount

 

 

Percentage

 

 

 

($ in millions)

 

Syndicates at Lloyd's of London

 

A (Excellent)

 

$

143.7

 

 

 

8.4

%

Kane SAC Ltd, Rondout Segregated Account(3)

 

not rated

 

 

113.2

 

 

 

6.6

%

PartnerRe Ltd

 

A (Excellent)

 

 

110.3

 

 

 

6.5

%

Fairfax Financial Holdings Ltd

 

A (Superior)

 

 

102.5

 

 

 

6.0

%

RenaissanceRe Holdings Ltd

 

A+ (Superior)

 

 

102.2

 

 

 

6.0

%

Swiss Reinsurance Company

 

A+ (Superior)

 

 

99.8

 

 

 

5.9

%

Third Point Reinsurance Group

 

A- (Excellent)

 

 

79.9

 

 

 

4.7

%

W.R. Berkley Corporation

 

A+ (Superior)

 

 

73.5

 

 

 

4.3

%

Chubb

 

A+ (Superior)

 

 

66.6

 

 

 

3.9

%

Liberty Mutual Insurance Company

 

A (Superior)

 

 

60.4

 

 

 

3.5

%

All other reinsurers

 

 

 

 

751.8

 

 

 

44.2

%

Total reinsurance recoverables, before allowance for credit losses(4)

 

 

 

$

1,703.9

 

 

 

100.0

%

Allowance for credit losses

 

 

 

 

(6.9

)

 

 

 

 

Total

 

 

 

$

1,697.0

 

 

 

 

 

Secured reinsurance recoverables(3)

 

 

 

$

595.0

 

 

 

34.9

%

 

(1)

Reinsurance recoverables reflect amounts due from one or more reinsurance subsidiaries of the listed company.

(2)

Represents the A.M. Best Company, Inc. financial strength rating for the applicable reinsurance subsidiary or subsidiaries from which the reinsurance recoverable is due.

(3)

Represents reinsurance recoverables secured by funds held, trust agreements or letters of credit.

(4)

Approximately 72 percent of our reinsurance recoverables balance as of September 30, 2020 was due from reinsurers having an A.M. Best Company, Inc. financial strength rating of A (Excellent) or higher, with a majority of the other reinsurance recoverables being secured by funds held, trust agreements or letters of credit.

The following table presents a rollforward of Alleghany’s allowance for credit losses on reinsurance recoverables for the three and nine months ended September 30, 2020:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2020

 

 

September 30, 2020

 

Allowance for Credit Losses

 

($ in millions)

 

Beginning balance

 

$

6.9

 

 

$

—

 

Beginning balance - cumulative effect of an accounting change(1)

 

 

—

 

 

 

3.3

 

Provision for credit losses(2)

 

 

—

 

 

 

3.6

 

Charge-offs

 

 

—

 

 

 

—

 

Recoveries

 

 

—

 

 

 

—

 

Balance as of September 30, 2020

 

$

6.9

 

 

$

6.9

 

 

(1)

See Note 1(c) of this Form 10-Q for further information regarding Alleghany’s adoption of new credit loss accounting guidance.

(2)

For the nine months ended September 30, 2020, primarily reflects the change in estimates of expected credit losses based on current conditions and reasonable and supportable forecasts, including estimates from the Pandemic, as defined in Note 9(a) of this Form 10-Q.

 

19

5. Liability for Loss and LAE

(a) Liability Rollforward

The following table presents the activity in the liability for loss and LAE for the nine months ended September 30, 2020 and 2019:

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

 

($ in millions)

 

Reserves as of January 1

 

$

11,928.4

 

 

$

12,250.3

 

Less: reinsurance recoverables(1)

 

 

1,583.9

 

 

 

1,857.4

 

Net reserves as of January 1

 

 

10,344.5

 

 

 

10,392.9

 

 

 

 

 

 

 

 

 

 

Other adjustments

 

 

(2.3

)

 

 

(3.2

)

 

 

 

 

 

 

 

 

 

Incurred loss and LAE, net of reinsurance, related to:

 

 

 

 

 

 

 

 

Current year

 

 

3,381.5

 

 

 

2,649.9

 

Prior years

 

 

(156.0

)

 

 

(152.9

)

Total incurred loss and LAE, net of reinsurance

 

 

3,225.5

 

 

 

2,497.0

 

 

 

 

 

 

 

 

 

 

Paid loss and LAE, net of reinsurance, related to:(2)

 

 

 

 

 

 

 

 

Current year

 

 

504.0

 

 

 

484.4

 

Prior years

 

 

2,078.0

 

 

 

2,238.9

 

Total paid loss and LAE, net of reinsurance

 

 

2,582.0

 

 

 

2,723.3

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate effect

 

 

74.9

 

 

 

(39.1

)

 

 

 

 

 

 

 

 

 

Net reserves as of September 30

 

 

11,060.6

 

 

 

10,124.3

 

Reinsurance recoverables as of September 30(1)

 

 

1,620.9

 

 

 

1,509.7

 

Reserves as of September 30

 

$

12,681.5

 

 

$

11,634.0

 

 

(1)

Reinsurance recoverables in this table include only ceded loss and LAE reserves.

(2)

Includes paid losses, net of reinsurance, related to commutations.

Gross loss and LAE reserves as of September 30, 2020 increased from December 31, 2019, primarily reflecting the impact of growing net premiums earned and catastrophe losses incurred in the first nine months of 2020, partially offset by payments on catastrophe losses incurred primarily in 2017, 2018 and 2019 and favorable prior accident year loss reserve development.  

 

20

(b) Liability Development

The following table presents the (favorable) unfavorable prior accident year loss reserve development for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

 

September 30,

 

 

 

September 30,

 

 

 

 

2020

 

 

 

2019

 

 

 

2020

 

 

 

2019

 

 

 

 

($ in millions)

 

 

Reinsurance Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Catastrophe events

 

$

4.6

 

 

 

$

(12.5

)

(1)

 

$

(27.3

)

(2)

 

$

(14.0

)

(3)

Non-catastrophe

 

 

(19.7

)

(4)

 

 

(10.8

)

(5)

 

 

(47.5

)

(4)

 

 

(36.2

)

(5)

Total

 

 

(15.1

)

 

 

 

(23.3

)

 

 

 

(74.8

)

 

 

 

(50.2

)

 

Casualty & other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Malpractice Treaties(6)

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

(1.4

)

 

Catastrophe events

 

 

0.4

 

 

 

 

(2.6

)

 

 

 

(2.1

)

 

 

 

(3.1

)

 

Other

 

 

(33.6

)

(7)

 

 

(33.7

)

(8)

 

 

(80.3

)

(9)

 

 

(86.1

)

(8)

Total

 

 

(33.2

)

 

 

 

(36.3

)

 

 

 

(82.4

)

 

 

 

(90.6

)

 

Total Reinsurance Segment

 

 

(48.3

)

 

 

 

(59.6

)

 

 

 

(157.2

)

 

 

 

(140.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSUI:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty

 

 

(6.6

)

(10)

 

 

(0.2

)

(11)

 

 

8.9

 

(12)

 

 

(17.9

)

(11)

Property and other

 

 

(7.9

)

(13)

 

 

(1.0

)

 

 

 

(8.4

)

(13)

 

 

0.5

 

 

Total

 

 

(14.5

)

 

 

 

(1.2

)

 

 

 

0.5

 

 

 

 

(17.4

)

 

CapSpecialty

 

 

0.5

 

 

 

 

1.9

 

(14)

 

 

0.7

 

 

 

 

5.3

 

(14)

Total incurred related to prior years

 

$

(62.3

)

 

 

$

(58.9

)

 

 

$

(156.0

)

 

 

$

(152.9

)

 

 

(1)

Primarily reflects favorable prior accident year loss reserve development related to wildfires in California in the 2018 accident year.

(2)

Primarily reflects favorable prior accident year loss reserve development related to Typhoon Hagibis in the 2019 accident year and, to a lesser extent, catastrophic events in the 2018 accident year.

(3)

Primarily reflects favorable prior accident year loss reserve development related to wildfires in California in the 2018 accident year, partially offset by unfavorable prior accident year loss reserve development related to Typhoon Jebi in the 2018 accident year.

(4)

Primarily reflects favorable prior accident year loss reserve development in recent accident years.

(5)

Primarily reflects favorable prior accident year loss reserve development in the 2018 accident year.

(6)

Represents certain malpractice treaties pursuant to which the increased underwriting profits created by the favorable prior accident year loss reserve development are largely retained by the cedants. As a result, the favorable prior accident year loss reserve development is largely offset by an increase in profit commission expense incurred when such favorable prior accident year loss reserve development occurs.

(7)

Primarily reflects favorable prior accident year loss reserve development in the shorter-tailed lines of business in the 2018 and 2019 accident years.

(8)

Primarily reflects favorable prior accident year loss reserve development in the longer-tailed lines of business in the 2015 and prior accident years, partially offset by unfavorable prior accident year loss reserve development in the 2016 through 2018 accident years, primarily from short-tailed lines of business.

(9)

Primarily reflects favorable prior accident year loss reserve development in the longer-tailed lines of business in the 2013 and earlier accident years and in the shorter-tailed lines of business in the 2017 accident year, partially offset by unfavorable prior accident year loss reserve development in the longer- and shorter-tailed lines of business in the 2015 accident year.

(10)

Primarily reflects favorable prior accident year loss reserve development in the directors’ and officers’ liability and umbrella/excess lines of business in the 2011 through 2015 accident years, partially offset by unfavorable prior accident year loss reserve development in the professional liability and binding authority lines of business in recent accident years.

(11)

Primarily reflects favorable prior accident year loss reserve development in the directors’ and officers’ liability and umbrella/excess lines of business in the 2011 through 2015 accident years, partially offset by unfavorable prior accident year loss reserve development in the professional liability lines of business in recent accident years.

(12)

Primarily reflects unfavorable prior accident year loss reserve development in the professional liability lines of business in the 2017 through 2019 accident years, partially offset by favorable prior accident year loss reserve development in the directors’ and officers’ liability and umbrella/excess lines of business in the 2011 through 2015 accident years.

(13)

Primarily reflects favorable prior accident year loss reserve development related to the assumed property reinsurance lines of business from Asian catastrophe losses in the 2019 and 2018 accident years and, to a lesser extent, favorable prior accident year loss reserve development also reflects U.S. catastrophe losses in the 2018 accident year.

(14)

Primarily reflects unfavorable prior accident year loss reserve development in certain specialty lines of business written through a program administrator in connection with a terminated program in the 2009 and 2010 accident years and, to a lesser extent, unfavorable prior accident year loss reserve development in the professional liability lines of business in recent accident years.

 

21

6. Income Taxes

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020.  Among other provisions, the CARES Act delayed certain employer payroll tax remittance deadlines and created or expanded certain income tax credits and loss carryback provisions.

The effective tax rate on earnings before income taxes for the first nine months of 2020 was 30.8 percent compared with 19.6 percent for the first nine months of 2019. The effective tax rate in the first nine months of 2020 was calculated based on actual results through September 30, 2020 because management was not able to reliably estimate the annual effective tax rate in light of the significant losses incurred. The relatively high effective tax rate in the first nine months of 2020 primarily reflects modest pre-tax losses and the resulting increase of the impact from permanent tax benefits, such as tax-exempt interest income and dividends-received deductions, when expressed on an effective tax rate basis. The lower effective tax rate in the first nine months of 2019 primarily reflects significant pre-tax earnings and the resulting decrease from the impact of these permanent tax benefits when expressed on an effective tax rate basis.

Alleghany believes that, as of September 30, 2020, it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expenses (benefits) are recognized in income tax expense, when applicable. There were no material liabilities for interest or penalties accrued as of September 30, 2020.

7. Stockholders’ Equity

(a) Common Stock Repurchases

In June 2018, the Alleghany Board of Directors authorized the repurchase of shares of common stock of Alleghany, par value $1.00 per share (“Common Stock”), at such times and at prices as management determines to be advisable, up to an aggregate of $400.0 million. In September 2019, the Alleghany Board of Directors authorized, upon the completion of the program authorized in 2018, the repurchase of additional shares of Common Stock, at such times and at prices as management determines to be advisable, up to an aggregate of $500.0 million.  As of September 30, 2020, Alleghany had $512.9 million remaining under its share repurchase authorizations.

The following table presents the shares of Common Stock that Alleghany repurchased in the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Shares repurchased

 

 

131,414

 

 

 

25,398

 

 

 

193,954

 

 

 

174,211

 

Cost of shares repurchased (in millions)

 

$

70.0

 

 

$

19.3

 

 

$

114.3

 

 

$

112.4

 

Average price per share repurchased

 

$

532.59

 

 

$

759.70

 

 

$

589.10

 

 

$

645.46

 

 

(b) Accumulated Other Comprehensive Income (Loss)

The following tables present a reconciliation of the changes during the nine months ended September 30, 2020 and 2019 in accumulated other comprehensive income (loss) attributable to Alleghany stockholders:

 

 

 

Unrealized

Appreciation of

Investments

 

 

Unrealized

Currency

Translation

Adjustment

 

 

Retirement

Plans

 

 

Total

 

 

 

($ in millions)

 

Balance as of January 1, 2020

 

$

321.0

 

 

$

(121.8

)

 

$

(27.9

)

 

$

171.3

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before reclassifications

 

 

212.2

 

 

 

13.2

 

 

 

1.4

 

 

 

226.8

 

Reclassifications from accumulated other comprehensive income

 

 

(22.8

)

 

 

—

 

 

 

—

 

 

 

(22.8

)

Total

 

 

189.4

 

 

 

13.2

 

 

 

1.4

 

 

 

204.0

 

Balance as of September 30, 2020

 

$

510.4

 

 

$

(108.6

)

 

$

(26.5

)

 

$

375.3

 

22

 

 

 

Unrealized

Appreciation of

Investments

 

 

Unrealized

Currency

Translation

Adjustment

 

 

Retirement

Plans

 

 

Total

 

 

 

($ in millions)

 

Balance as of January 1, 2019

 

$

(61.6

)

 

$

(124.7

)

 

$

(15.7

)

 

$

(202.0

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before reclassifications

 

 

442.2

 

 

 

(8.1

)

 

 

1.4

 

 

 

435.5

 

Reclassifications from accumulated other comprehensive income

 

 

(10.2

)

 

 

—

 

 

 

—

 

 

 

(10.2

)

Total

 

 

432.0

 

 

 

(8.1

)

 

 

1.4

 

 

 

425.3

 

Balance as of September 30, 2019

 

$

370.4

 

 

$

(132.8

)

 

$

(14.3

)

 

$

223.3

 

 

The following table presents reclassifications out of accumulated other comprehensive income (loss) attributable to Alleghany stockholders during the three and nine months ended September 30, 2020 and 2019:

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

Accumulated Other

 

 

 

September 30,

 

 

September 30,

 

Comprehensive Income Component

 

Line in Consolidated Statement of Earnings

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

($ in millions)

 

Unrealized appreciation of investments:

 

Net realized capital gains(1)

 

$

(4.6

)

 

$

(9.8

)

 

$

(39.8

)

 

$

(26.6

)

 

 

Change in allowance for credit losses on available for sale securities

 

 

(3.4

)

 

 

3.6

 

 

 

10.9

 

 

 

13.6

 

 

 

Income taxes

 

 

1.7

 

 

 

1.3

 

 

 

6.1

 

 

 

2.8

 

Total reclassifications:

 

Net (earnings)

 

$

(6.3

)

 

$

(4.9

)

 

$

(22.8

)

 

$

(10.2

)

 

(1)

For the three and nine months ended September 30, 2020, excludes: (i) the Concord Settlement Gain; and (ii) $1.6 million and $76.0 million, respectively, of impairment charge from a write-down of SORC oil field assets. For the nine months ended September 30, 2020, also excludes: (i) the Wilbert Remeasurement Gain; (ii) a $7.1 million realized loss as a result of an early redemption of debt; and (iii) a $5.0 million realized gain resulting from a reduction of certain contingent consideration liabilities.  See Note 3(e) of this Form 10-Q for additional information.

(c) Special Dividend

In February 2020, the Alleghany Board of Directors declared a special dividend of $15.00 per share for stockholders of record on March 5, 2020. On March 16, 2020, Alleghany paid dividends to stockholders totaling $215.0 million.

8. Earnings Per Share of Common Stock

The following table presents a reconciliation of the earnings and share data used in the basic and diluted earnings per share computations for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

($ in millions, except share amounts)

 

Net earnings (losses) available to Alleghany stockholders

 

$

126.5

 

 

$

90.4

 

 

$

(57.3

)

 

$

826.1

 

Effect of dilutive securities

 

 

—

 

 

 

—

 

 

 

(6.2

)

 

 

—

 

Income available to common stockholders for diluted earnings per share

 

$

126.5

 

 

$

90.4

 

 

$

(63.5

)

 

$

826.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding applicable to basic earnings per share

 

 

14,275,487

 

 

 

14,422,581

 

 

 

14,309,010

 

 

 

14,447,794

 

Effect of dilutive securities

 

 

—

 

 

 

—

 

 

 

23,310

 

 

 

10,956

 

Adjusted weighted average common shares outstanding applicable to diluted earnings per share

 

 

14,275,487

 

 

 

14,422,581

 

 

 

14,332,320

 

 

 

14,458,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingently issuable shares(1)

 

 

 

 

 

 

 

 

 

 

32,652

 

 

 

50,556

 

 

(1)

Contingently issuable shares were potentially available in the periods presented, but were not included in the diluted earnings per share computations because the impact was anti-dilutive to the earnings per share calculation.

23

9. Commitments and Contingencies

(a) General

The ongoing COVID-19 global pandemic (the “Pandemic”) has significantly disrupted many aspects of society as well as financial markets, and has caused widespread global economic dislocation. Alleghany cannot reasonably estimate the duration or severity of the Pandemic, or the extent to which the related disruption may adversely impact its results of operations, financial position and cash flows, or those of its subsidiaries. Adverse impacts from the Pandemic in future periods may include realized and unrealized losses in Alleghany’s investment portfolio and receivables, increased underwriting losses at our reinsurance and insurance segments, and impairment losses on certain subsidiary goodwill and intangible assets.

Certain of Alleghany’s subsidiaries are parties to pending litigation and claims in connection with the ordinary course of their businesses. Each such subsidiary makes provisions for estimated losses to be incurred in such litigation and claims, including legal costs. In the opinion of management, such provisions are adequate, and management does not believe that any pending litigation will have a material adverse effect on Alleghany’s consolidated results of operations, financial position or cash flows.

(b) Leases

Alleghany and its subsidiaries lease certain facilities, land, furniture and equipment under long-term, non-cancelable lease agreements that expire at various dates in future years. Most of Alleghany’s leases relate to office facilities. Alleghany’s lease agreements do not contain any material restrictive covenants and substantially all are considered to be operating leases. See Note 12(b) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K for additional information about Alleghany’s leases.

(c) Hotel Development Commitments

During the first nine months of 2020, Alleghany Capital invested $0.8 million in certain hotel development projects. The projects are conducted through certain limited liability entities, which are variable interest entities, to which Alleghany is not the primary beneficiary. As of September 30, 2020, Alleghany guaranteed up to $5.3 million of debt of these entities to certain third party lenders, for which Alleghany receives a fee.

10. Segments of Business

(a) Overview

Alleghany’s segments are reported in a manner consistent with the way management evaluates the businesses. As such, Alleghany classifies its businesses into three reportable segments – reinsurance, insurance and Alleghany Capital.

Reinsurance and insurance underwriting activities are evaluated separately from investment and other activities. Segment accounting policies are described in Note 1 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K.

The reinsurance segment consists of property and casualty reinsurance operations conducted by TransRe’s reinsurance operating subsidiaries and is further reported through two major product lines – property and casualty & other. TransRe provides property and casualty reinsurance to insurers and other reinsurers through brokers and on a direct basis to ceding companies. TransRe writes a modest amount of property and casualty insurance business, which is included in the reinsurance segment. A significant portion of the premiums earned by TransRe’s operations are generated by offices located in Canada, Europe, Asia, Australia, Africa and those serving Latin America and the Caribbean. Although the majority of the premiums earned by these offices typically relate to the regions where they are located, a significant portion may be derived from other regions of the world, including the U.S. In addition, although a significant portion of the assets and liabilities of these foreign offices generally relate to the countries where the ceding companies and reinsurers are located, most investments are located in the country of domicile of these offices.

The insurance segment consists of property and casualty insurance operations conducted in the U.S. by AIHL through its insurance operating subsidiaries RSUI and CapSpecialty. RSUI also writes a modest amount of assumed reinsurance business, which is included in the insurance segment.

The Alleghany Capital segment consists of industrial operations, non-industrial operations and corporate operations at the Alleghany Capital level, which include certain hotel development projects. Industrial operations are conducted through PCT, Kentucky Trailer, W&W|AFCO Steel and, starting April 1, 2020, Wilbert. Non-industrial operations are conducted through IPS, Jazwares and Concord.

On April 1, 2020, Alleghany Capital acquired an additional approximately 55 percent of Wilbert it previously did not own, bringing its equity interest in Wilbert to approximately 100 percent, for $121.3 million, consisting of $46.3 million in cash and $75.0 million of incremental debt. In connection with the acquisition, Alleghany completed the process of determining the fair value of acquired assets and liabilities in the third quarter of 2020, and recorded $62.9 million of goodwill, $21.5 million of finite-lived customer relationship intangible assets, $14.9 million of finite-lived license agreements intangible assets and $26.2 million of

24

indefinite-lived trade name intangible assets. In connection with the acquisition accounting, Alleghany Capital recorded the Wilbert Remeasurement Gain. See Note 3(e) of this Form 10-Q for information on the Wilbert Remeasurement Gain.

Corporate activities are not classified as a segment. The primary components of corporate activities are Alleghany Properties, SORC and activities at the Alleghany parent company. Corporate activities also include the elimination of minor activity between segments.

In addition, corporate activities include interest expense associated with the senior notes issued by Alleghany, whereas interest expense associated with senior notes issued by TransRe is included in “Total Segments” and interest expense associated with other debt is included in Alleghany Capital. Information related to the senior notes and other debt can be found in Note 11 of this Form 10-Q.

(b) Results

The following tables present segment results for Alleghany’s three reportable segments and for corporate activities for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Reinsurance Segment

 

 

Insurance Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

September 30, 2020

 

Property

 

 

Casualty

& other (1)

 

 

Total

 

 

RSUI

 

 

Cap

Specialty

 

 

Total

 

 

Subtotal

 

 

Alleghany

Capital

 

 

Total

Segments

 

 

Corporate Activities

 

 

Consolidated

 

 

($ in millions)

 

Gross premiums written

 

$

473.3

 

 

$

904.7

 

 

$

1,378.0

 

 

$

410.8

 

 

$

111.8

 

 

$

522.6

 

 

$

1,900.6

 

 

$

—

 

 

$

1,900.6

 

 

$

(9.2

)

 

$

1,891.4

 

Net premiums written

 

 

375.9

 

 

 

887.3

 

 

 

1,263.2

 

 

 

271.9

 

 

 

102.0

 

 

 

373.9

 

 

 

1,637.1

 

 

 

—

 

 

 

1,637.1

 

 

 

—

 

 

 

1,637.1

 

Net premiums earned

 

 

374.7

 

 

 

832.6

 

 

 

1,207.3

 

 

 

260.4

 

 

 

89.2

 

 

 

349.6

 

 

 

1,556.9

 

 

 

—

 

 

 

1,556.9

 

 

 

—

 

 

 

1,556.9

 

Net loss and LAE

 

 

306.1

 

 

 

553.2

 

 

 

859.3

 

 

 

256.6

 

 

 

57.8

 

 

 

314.4

 

 

 

1,173.7

 

 

 

—

 

 

 

1,173.7

 

 

 

—

 

 

 

1,173.7

 

Commissions, brokerage and other

   underwriting expenses

 

 

112.4

 

 

 

259.0

 

 

 

371.4

 

 

 

58.8

 

 

 

34.3

 

 

 

93.1

 

 

 

464.5

 

 

 

—

 

 

 

464.5

 

 

 

—

 

 

 

464.5

 

Underwriting (loss) profit(2)

 

$

(43.8

)

 

$

20.4

 

 

$

(23.4

)

 

$

(55.0

)

 

$

(2.9

)

 

$

(57.9

)

 

 

(81.3

)

 

 

—

 

 

 

(81.3

)

 

 

—

 

 

 

(81.3

)

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

122.7

 

 

 

—

 

 

 

122.7

 

 

 

6.6

 

 

 

129.3

 

Change in the fair value of equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103.4

 

 

 

—

 

 

 

103.4

 

 

 

(10.6

)

 

 

92.8

 

Net realized capital gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.7

 

 

 

13.9

 

 

 

15.6

 

 

 

1.1

 

 

 

16.7

 

Change in allowance for credit losses on available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.4

 

 

 

—

 

 

 

3.4

 

 

 

—

 

 

 

3.4

 

Noninsurance revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.9

 

 

 

713.8

 

 

 

722.7

 

 

 

1.1

 

 

 

723.8

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.4

 

 

 

643.4

 

 

 

666.8

 

 

 

2.6

 

 

 

669.4

 

Corporate administration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.8

 

 

 

—

 

 

 

0.8

 

 

 

12.1

 

 

 

12.9

 

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.2

 

 

 

11.0

 

 

 

11.2

 

 

 

—

 

 

 

11.2

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.8

 

 

 

3.3

 

 

 

10.1

 

 

 

13.2

 

 

 

23.3

 

Earnings (losses) before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

127.6

 

 

$

70.0

 

 

$

197.6

 

 

$

(29.7

)

 

$

167.9

 

 

 

 

Reinsurance Segment

 

 

Insurance Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

September 30, 2019

 

Property

 

 

Casualty

& other (1)

 

 

Total

 

 

RSUI

 

 

Cap

Specialty

 

 

Total

 

 

Subtotal

 

 

Alleghany

Capital

 

 

Total

Segments

 

 

Corporate Activities

 

 

Consolidated

 

 

($ in millions)

 

Gross premiums written

 

$

455.9

 

 

$

787.4

 

 

$

1,243.3

 

 

$

319.7

 

 

$

95.6

 

 

$

415.3

 

 

$

1,658.6

 

 

$

—

 

 

$

1,658.6

 

 

$

(7.5

)

 

$

1,651.1

 

Net premiums written

 

 

339.0

 

 

 

772.7

 

 

 

1,111.7

 

 

 

213.4

 

 

 

88.8

 

 

 

302.2

 

 

 

1,413.9

 

 

 

—

 

 

 

1,413.9

 

 

 

—

 

 

 

1,413.9

 

Net premiums earned

 

 

327.0

 

 

 

770.6

 

 

 

1,097.6

 

 

 

208.9

 

 

 

83.5

 

 

 

292.4

 

 

 

1,390.0

 

 

 

—

 

 

 

1,390.0

 

 

 

—

 

 

 

1,390.0

 

Net loss and LAE

 

 

225.1

 

 

 

505.6

 

 

 

730.7

 

 

 

125.9

 

 

 

51.1

 

 

 

177.0

 

 

 

907.7

 

 

 

—

 

 

 

907.7

 

 

 

—

 

 

 

907.7

 

Commissions, brokerage and other

   underwriting expenses

 

 

108.3

 

 

 

252.6

 

 

 

360.9

 

 

 

55.7

 

 

 

32.9

 

 

 

88.6

 

 

 

449.5

 

 

 

—

 

 

 

449.5

 

 

 

—

 

 

 

449.5

 

Underwriting (loss) profit(2)

 

$

(6.4

)

 

$

12.4

 

 

$

6.0

 

 

$

27.3

 

 

$

(0.5

)

 

$

26.8

 

 

 

32.8

 

 

 

—

 

 

 

32.8

 

 

 

—

 

 

 

32.8

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

145.1

 

 

 

1.2

 

 

 

146.3

 

 

 

1.5

 

 

 

147.8

 

Change in the fair value of equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16.7

)

 

 

—

 

 

 

(16.7

)

 

 

—

 

 

 

(16.7

)

Net realized capital gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.1

 

 

 

(0.2

)

 

 

3.9

 

 

 

—

 

 

 

3.9

 

Change in allowance for credit losses on available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3.6

)

 

 

—

 

 

 

(3.6

)

 

 

—

 

 

 

(3.6

)

Noninsurance revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.5

 

 

 

628.0

 

 

 

635.5

 

 

 

3.0

 

 

 

638.5

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.5

 

 

 

578.2

 

 

 

610.7

 

 

 

6.6

 

 

 

617.3

 

Corporate administration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.5

 

 

 

—

 

 

 

1.5

 

 

 

20.8

 

 

 

22.3

 

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.4

 

 

 

7.7

 

 

 

8.1

 

 

 

—

 

 

 

8.1

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.8

 

 

 

5.2

 

 

 

12.0

 

 

 

13.7

 

 

 

25.7

 

Earnings (losses) before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

128.0

 

 

$

37.9

 

 

$

165.9

 

 

$

(36.6

)

 

$

129.3

 

25

 

 

 

Reinsurance Segment

 

 

Insurance Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

September 30, 2020

 

Property

 

 

Casualty

& other (1)

 

 

Total

 

 

RSUI

 

 

Cap

Specialty

 

 

Total

 

 

Subtotal

 

 

Alleghany

Capital

 

 

Total

Segments

 

 

Corporate Activities

 

 

Consolidated

 

 

($ in millions)

 

Gross premiums written

 

$

1,299.2

 

 

$

2,560.2

 

 

$

3,859.4

 

 

$

1,251.3

 

 

$

298.5

 

 

$

1,549.8

 

 

$

5,409.2

 

 

$

—

 

 

$

5,409.2

 

 

$

(26.1

)

 

$

5,383.1

 

Net premiums written

 

 

1,044.6

 

 

 

2,516.1

 

 

 

3,560.7

 

 

 

816.4

 

 

 

271.7

 

 

 

1,088.1

 

 

 

4,648.8

 

 

 

—

 

 

 

4,648.8

 

 

 

—

 

 

 

4,648.8

 

Net premiums earned

 

 

1,024.8

 

 

 

2,386.5

 

 

 

3,411.3

 

 

 

731.3

 

 

 

253.5

 

 

 

984.8

 

 

 

4,396.1

 

 

 

—

 

 

 

4,396.1

 

 

 

—

 

 

 

4,396.1

 

Net loss and LAE

 

 

827.4

 

 

 

1,672.4

 

 

 

2,499.8

 

 

 

568.5

 

 

 

157.2

 

 

 

725.7

 

 

 

3,225.5

 

 

 

—

 

 

 

3,225.5

 

 

 

—

 

 

 

3,225.5

 

Commissions, brokerage and other

   underwriting expenses

 

 

314.6

 

 

 

729.6

 

 

 

1,044.2

 

 

 

169.4

 

 

 

102.3

 

 

 

271.7

 

 

 

1,315.9

 

 

 

—

 

 

 

1,315.9

 

 

 

—

 

 

 

1,315.9

 

Underwriting (loss)(2)

 

$

(117.2

)

 

$

(15.5

)

 

$

(132.7

)

 

$

(6.6

)

 

$

(6.0

)

 

$

(12.6

)

 

 

(145.3

)

 

 

—

 

 

 

(145.3

)

 

 

—

 

 

 

(145.3

)

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

347.8

 

 

 

1.8

 

 

 

349.6

 

 

 

10.3

 

 

 

359.9

 

Change in the fair value of equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(176.0

)

 

 

—

 

 

 

(176.0

)

 

 

(12.0

)

 

 

(188.0

)

Net realized capital gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36.8

 

 

 

35.3

 

 

 

72.1

 

 

 

(80.4

)

 

 

(8.3

)

Change in allowance for credit losses on available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10.7

)

 

 

—

 

 

 

(10.7

)

 

 

(0.2

)

 

 

(10.9

)

Noninsurance revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24.4

 

 

 

1,654.3

 

 

 

1,678.7

 

 

 

5.7

 

 

 

1,684.4

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66.5

 

 

 

1,567.7

 

 

 

1,634.2

 

 

 

12.2

 

 

 

1,646.4

 

Corporate administration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.9

)

 

 

—

 

 

 

(0.9

)

 

 

18.0

 

 

 

17.1

 

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.6

 

 

 

32.3

 

 

 

32.9

 

 

 

—

 

 

 

32.9

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20.3

 

 

 

11.4

 

 

 

31.7

 

 

 

32.2

 

 

 

63.9

 

Earnings (losses) before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(9.5

)

 

$

80.0

 

 

$

70.5

 

 

$

(139.0

)

 

$

(68.5

)

 

 

 

Reinsurance Segment

 

 

Insurance Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

September 30, 2019

 

Property

 

 

Casualty

& other (1)

 

 

Total

 

 

RSUI

 

 

Cap

Specialty

 

 

Total

 

 

Subtotal

 

 

Alleghany

Capital

 

 

Total

Segments

 

 

Corporate Activities

 

 

Consolidated

 

 

($ in millions)

 

Gross premiums written

 

$

1,252.6

 

 

$

2,433.0

 

 

$

3,685.6

 

 

$

991.1

 

 

$

272.3

 

 

$

1,263.4

 

 

$

4,949.0

 

 

$

—

 

 

$

4,949.0

 

 

$

(20.5

)

 

$

4,928.5

 

Net premiums written

 

 

961.1

 

 

 

2,371.0

 

 

 

3,332.1

 

 

 

661.7

 

 

 

252.2

 

 

 

913.9

 

 

 

4,246.0

 

 

 

—

 

 

 

4,246.0

 

 

 

—

 

 

 

4,246.0

 

Net premiums earned

 

 

939.1

 

 

 

2,262.6

 

 

 

3,201.7

 

 

 

603.7

 

 

 

237.9

 

 

 

841.6

 

 

 

4,043.3

 

 

 

—

 

 

 

4,043.3

 

 

 

—

 

 

 

4,043.3

 

Net loss and LAE

 

 

523.8

 

 

 

1,505.1

 

 

 

2,028.9

 

 

 

325.8

 

 

 

142.3

 

 

 

468.1

 

 

 

2,497.0

 

 

 

—

 

 

 

2,497.0

 

 

 

—

 

 

 

2,497.0

 

Commissions, brokerage and other

   underwriting expenses

 

 

315.8

 

 

 

735.0

 

 

 

1,050.8

 

 

 

167.2

 

 

 

96.0

 

 

 

263.2

 

 

 

1,314.0

 

 

 

—

 

 

 

1,314.0

 

 

 

—

 

 

 

1,314.0

 

Underwriting profit (loss)(2)

 

$

99.5

 

 

$

22.5

 

 

$

122.0

 

 

$

110.7

 

 

$

(0.4

)

 

$

110.3

 

 

 

232.3

 

 

 

—

 

 

 

232.3

 

 

 

—

 

 

 

232.3

 

Net investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

401.5

 

 

 

3.4

 

 

 

404.9

 

 

 

8.7

 

 

 

413.6

 

Change in the fair value of equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

515.7

 

 

 

—

 

 

 

515.7

 

 

 

3.6

 

 

 

519.3

 

Net realized capital gains

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20.4

 

 

 

0.3

 

 

 

20.7

 

 

 

0.1

 

 

 

20.8

 

Change in allowance for credit losses on available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13.6

)

 

 

—

 

 

 

(13.6

)

 

 

—

 

 

 

(13.6

)

Noninsurance revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.5

 

 

 

1,726.8

 

 

 

1,746.3

 

 

 

10.2

 

 

 

1,756.5

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

88.3

 

 

 

1,592.0

 

 

 

1,680.3

 

 

 

20.9

 

 

 

1,701.2

 

Corporate administration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.4

 

 

 

—

 

 

 

4.4

 

 

 

63.2

 

 

 

67.6

 

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.0

 

 

 

22.8

 

 

 

23.8

 

 

 

—

 

 

 

23.8

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20.3

 

 

 

14.2

 

 

 

34.5

 

 

 

39.9

 

 

 

74.4

 

Earnings (losses) before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,061.8

 

 

$

101.5

 

 

$

1,163.3

 

 

$

(101.4

)

 

$

1,061.9

 

 

(1)

Primarily consists of the following reinsurance lines of business: directors’ and officers’ liability; errors and omissions liability; general liability; medical malpractice; ocean marine and aviation; auto liability; accident and health; mortgage reinsurance; surety; and credit.

(2)

Underwriting profit represents net premiums earned less net loss and LAE and commissions, brokerage and other underwriting expenses, all as determined in accordance with GAAP, and does not include net investment income, change in the fair value of equity securities, net realized capital gains, change in allowance for credit losses on available for sale securities, noninsurance revenue, other operating expenses, corporate administration, amortization of intangible assets or interest expense. Underwriting profit does not replace earnings before income taxes determined in accordance with GAAP as a measure of profitability. Rather, Alleghany believes that underwriting profit enhances the understanding of its reinsurance and insurance segments’ operating results by highlighting net earnings attributable to their underwriting performance. Earnings before income taxes (a GAAP measure) may show a profit despite an underlying underwriting loss. Where underwriting losses persist over extended periods, a reinsurance or an insurance company’s ability to continue as an ongoing concern may be at risk. Therefore, Alleghany views underwriting profit as an important measure in the overall evaluation of performance.

26

(c) Identifiable Assets and Equity

The following table presents identifiable assets, the portion of identifiable assets related to cash and invested assets and equity attributable to Alleghany for Alleghany’s reportable segments and for corporate activities as of September 30, 2020:

 

 

 

Identifiable

Assets

 

 

Invested Assets

and Cash

 

 

Equity

Attributable to

Alleghany

 

 

 

($ in millions)

 

Reinsurance segment

 

$

17,777.6

 

 

$

14,299.6

 

 

$

5,309.4

 

Insurance segment

 

 

7,367.7

 

 

 

5,489.3

 

 

 

2,571.9

 

Subtotal

 

 

25,145.3

 

 

 

19,788.9

 

 

 

7,881.3

 

Alleghany Capital

 

 

2,440.4

 

 

 

89.5

 

 

 

1,059.9

 

Total segments

 

 

27,585.7

 

 

 

19,878.4

 

 

 

8,941.2

 

Corporate activities

 

 

866.9

 

 

 

869.3

 

 

 

(344.8

)

Consolidated

 

$

28,452.6

 

 

$

20,747.7

 

 

$

8,596.4

 

 

(d) Alleghany Capital Noninsurance Revenue

For Alleghany Capital’s industrial and non-industrial operations, noninsurance revenue consists of the sale of manufactured goods and services. The following table presents noninsurance revenue for the Alleghany Capital segment for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

($ in millions)

 

Industrial(1)

 

$

324.2

 

 

$

286.8

 

 

$

847.3

 

 

$

865.2

 

Non-Industrial(2)

 

 

389.6

 

 

 

341.2

 

 

 

806.9

 

 

 

861.2

 

Corporate & other

 

 

—

 

 

 

—

 

 

 

0.1

 

 

 

0.4

 

Alleghany Capital

 

$

713.8

 

 

$

628.0

 

 

$

1,654.3

 

 

$

1,726.8

 

 

(1)

For the three and nine months ended September 30, 2020 and 2019, the vast majority of noninsurance revenue was recognized as goods and services transferred to customers over time.

(2)

For the three and nine months ended September 30, 2020, approximately 54 percent and 66 percent, respectively, of noninsurance revenue was recognized as services transferred to customers over time, with the remainder recognized as goods transferred at a point in time. For the three and nine months ended September 30, 2019, 71 percent of noninsurance revenue was recognized as services transferred to customers over time, with the remainder recognized as goods transferred at a point in time.

 

11. Debt

(a) Senior Notes

On May 18, 2020, Alleghany completed a public offering of $500.0 million aggregate principal amount of its 3.625% senior notes due on May 15, 2030 (the “2030 Senior Notes”). The 2030 Senior Notes are unsecured and unsubordinated general obligations of Alleghany.  Interest on the 2030 Senior Notes is payable semi-annually in arrears on May 15 and November 15 of each year.  The terms of the 2030 Senior Notes permit redemption prior to maturity. The indenture under which the 2030 Senior Notes were issued contains covenants that impose conditions on Alleghany’s ability to create liens on the capital stock of AIHL, TransRe or RSUI.  The 2030 Senior Notes were issued at approximately 99.9 percent of par, resulting in proceeds after underwriting discount, commissions and other expenses of $494.8 million, and an effective yield of approximately 3.64 percent. Approximately $4.6 million of underwriting discount, commissions and other expenses were recorded as deferred charges, which are amortized over the life of the 2030 Senior Notes.

On September 20, 2010, Alleghany completed a public offering of $300.0 million aggregate principal amount of its 5.625% senior notes due on September 15, 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes permitted redemption prior to their maturity. The 2020 Senior Notes were issued at approximately 99.6 percent of par, resulting in proceeds after underwriting discount, commissions and other expenses of $298.9 million and an effective yield of approximately 5.67 percent.

 

On January 15, 2020, Alleghany redeemed all of its outstanding 2020 Senior Notes for $312.7 million, consisting of the $300.0 million aggregate principal amount redeemed, $7.1 million of redemption premium and $5.6 million of accrued and unpaid interest on the principal amount being redeemed to the date of redemption. As a result of this early redemption of the 2020 Senior Notes, Alleghany recorded a realized loss, before tax, of $7.1 million in the first nine months of 2020.

 

27

See Note 8 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K for additional information on other Alleghany senior notes outstanding.

(b) Alleghany Capital Operating Subsidiaries

The debt associated with Alleghany Capital’s operating subsidiaries totaled $462.5 million and $367.1 million as of September 30, 2020 and December 31, 2019, respectively, and is generally used to support working capital needs and to help finance acquisitions. As of September 30, 2020, the $462.5 million included:

 

•

$180.0 million of borrowings by Jazwares under its available credit facilities to support its seasonal peak working capital requirements and borrowings incurred and assumed from its acquisition of Wicked Cool Toys, LLC in October 2019 and its acquisition of Kelly Toys Holdings, LLC in April 2020;

 

•

$75.9 million of borrowings by W&W|AFCO Steel under its available credit facilities and term loans (including borrowings incurred and assumed from its acquisition of Hirschfeld Holdings, LP in February 2018);

 

•

$73.8 million of borrowings by Wilbert under its available credit facility and term loans;

 

•

$61.8 million of term loans at Kentucky Trailer primarily related to borrowings to finance small acquisitions, including its acquisitions of a controlling interest in two manufacturers of aluminum feed transportation equipment in December 2018 and July 2019, and borrowings under its available credit facilities;

 

•

$37.0 million of borrowings by IPS under its available credit facility and term loans, in part to finance a small acquisition in May 2019; and$

 

•

$34.0 million of term loans at PCT primarily related to borrowings to finance the acquisition of a waterjet orifice and nozzle manufacturer in 2016 and the acquisition of a consumable cutting tool manufacturer in June 2019.

None of these liabilities are guaranteed by Alleghany or Alleghany Capital. In December 2019, third-party, floating-rate term loans at Concord were repaid and replaced with approximately $33 million of intercompany floating-rate debt funded by the Alleghany parent company. The intercompany debt and related interest expenses are eliminated at the Alleghany consolidated level.

 

28

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

The following is a discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2020 and 2019. This discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, or this “Form 10-Q,” and our audited consolidated financial statements and Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the Annual Report on Form 10-K for the year ended December 31, 2019, or the “2019 Form 10-K.” This discussion contains forward-looking statements that involve risks and uncertainties and that are not historical facts, including statements about our beliefs and expectations. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and particularly under the headings “Risk Factors,” “Business” and “Note on Forward-Looking Statements” contained in Item 1A, Item 1, and Part I of the 2019 Form 10-K, respectively.

References in this Form 10-Q to the “Company,” “Alleghany,” “we,” “us,” and “our” refer to Alleghany Corporation and its consolidated subsidiaries unless the context otherwise requires. In addition, unless the context otherwise requires, references to

 

•

“TransRe” are to our wholly-owned reinsurance holding company subsidiary Transatlantic Holdings, Inc. and its subsidiaries;

 

•

“AIHL” are to our wholly-owned insurance holding company subsidiary Alleghany Insurance Holdings LLC;

 

•

“RSUI” are to our wholly-owned subsidiary RSUI Group, Inc. and its subsidiaries;

 

•

“CapSpecialty” are to our wholly-owned subsidiary CapSpecialty, Inc. and its subsidiaries;

 

•

“AIHL Re” are to our wholly-owned subsidiary AIHL Re LLC;

 

•

“Roundwood” are to our wholly-owned subsidiary Roundwood Asset Management LLC;

 

•

“SORC” are to our wholly-owned subsidiary Stranded Oil Resources Corporation and its subsidiaries;

 

•

“Alleghany Capital” are to our wholly-owned subsidiary Alleghany Capital Corporation and its subsidiaries;

 

•

“PCT” are to our wholly-owned subsidiary Precision Cutting Technologies, Inc. and its subsidiaries;

 

•

“Kentucky Trailer” are to our majority-owned subsidiary R.C. Tway Company, LLC and its subsidiaries;

 

•

“IPS” are to our majority-owned subsidiary IPS-Integrated Project Services, LLC and its subsidiaries;

 

•

“Jazwares” are to our majority-owned subsidiary Jazwares, LLC and its subsidiaries and affiliates;

 

•

“W&W|AFCO Steel” are to our majority-owned subsidiary WWSC Holdings, LLC and its subsidiaries;

 

•

“Concord” are to our majority-owned subsidiary CHECO Holdings, LLC and its subsidiaries;

 

•

“Wilbert” are to our majority-owned subsidiary Wilbert Funeral Services, Inc. and its subsidiaries; and

 

•

“Alleghany Properties” are to our wholly-owned subsidiary Alleghany Properties Holdings LLC and its subsidiaries.

29

Note on Forward-Looking Statements

Certain statements contained in this Form 10-Q may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should” or the negative versions of those words or other comparable words. Forward-looking statements do not relate solely to historical or current facts, rather they are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time. These statements are not guarantees of future performance. These forward-looking statements are based upon Alleghany’s current expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and Alleghany’s future financial condition and results. Factors that could cause these forward-looking statements to differ, possibly materially, from that currently contemplated include:

 

•

significant weather-related or other natural or man-made catastrophes and disasters;

 

•

the effects of outbreaks of pandemics or contagious diseases, including the length and severity of the current worldwide coronavirus pandemic, known as COVID-19, including its impact on our business;

 

•

the cyclical nature of the property and casualty reinsurance and insurance industries;

 

•

changes in market prices of our significant equity investments and changes in value of our debt securities portfolio;

 

•

adverse loss development for events insured by our reinsurance and insurance subsidiaries in either the current year or prior years;

 

•

the long-tail and potentially volatile nature of certain casualty lines of business written by our reinsurance and insurance subsidiaries;

 

•

the cost and availability of reinsurance;

 

•

the reliance by our reinsurance and insurance operating subsidiaries on a limited number of brokers;

 

•

legal, political, judicial and regulatory changes;

 

•

increases in the levels of risk retention by our reinsurance and insurance subsidiaries;

 

•

changes in the ratings assigned to our reinsurance and insurance subsidiaries;

 

•

claims development and the process of estimating reserves;

 

•

exposure to terrorist acts and acts of war;

 

•

the willingness and ability of our reinsurance and insurance subsidiaries’ reinsurers to pay reinsurance recoverables owed to our reinsurance and insurance subsidiaries;

 

•

the uncertain nature of damage theories and loss amounts;

 

•

the loss of key personnel of our reinsurance or insurance operating subsidiaries;

 

•

fluctuation in foreign currency exchange rates;

 

•

the failure to comply with the restrictive covenants contained in the agreements governing our indebtedness;

 

•

the ability to make payments on, or repay or refinance, our debt;

 

•

risks inherent in international operations; and

 

•

difficult and volatile conditions in the global market.

Additional risks and uncertainties include general economic and political conditions, including the effects of a prolonged U.S. or global economic downturn or recession; changes in costs; variations in political, economic or other factors; risks relating to conducting operations in a competitive environment; effects of acquisition and disposition activities, inflation rates, or recessionary or expansive trends; changes in interest rates; extended labor disruptions, civil unrest, or other external factors over which we have no control; changes in our plans, strategies, objectives, expectations, or intentions, which may happen at any time at our discretion; and other factors discussed in the 2019 Form 10-K and subsequent filings with the Securities and Exchange Commission, or the “SEC.” All forward-looking statements speak only as of the date they are made and are based on information available at that time. Alleghany does not undertake any obligation to update or revise any forward-looking statements to reflect subsequent circumstances or events. See Part I, Item 1A, “Risk Factors” of the 2019 Form 10-K and Part II, Item 1A, “Risk Factors” of this Form 10-Q for additional information.

30

Comment on Non-GAAP Financial Measures

Throughout this Form 10-Q, our analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the U.S., or “GAAP.” Our results of operations have been presented in the way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use financial information in evaluating our performance. This presentation includes the use of underwriting profit and adjusted earnings before income taxes, which are “non-GAAP financial measures,” as such term is defined in Item 10(e) of Regulation S-K promulgated by the SEC. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. These measures may also be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. A discussion of our calculation and use of these financial measures is provided below.

Underwriting profit is a non-GAAP financial measure for our reinsurance and insurance segments. Underwriting profit represents net premiums earned less net loss and loss adjustment expenses, or “LAE,” and commissions, brokerage and other underwriting expenses, all as determined in accordance with GAAP and does not include: (i) net investment income; (ii) change in the fair value of equity securities; (iii) net realized capital gains; (iv) change in allowance for credit losses on available for sale securities; (v) noninsurance revenue; (vi) other operating expenses; (vii) corporate administration; (viii) amortization of intangible assets; and (ix) interest expense. We use underwriting profit as a supplement to earnings before income taxes, the most comparable GAAP financial measure, to evaluate the performance of our reinsurance and insurance segments and believe that underwriting profit provides useful additional information to investors because it highlights net earnings attributable to our reinsurance and insurance segments’ underwriting performance. Earnings before income taxes may show a profit despite an underlying underwriting loss, and when underwriting losses persist over extended periods, a reinsurance or an insurance company’s ability to continue as an ongoing concern may be at risk. A reconciliation of underwriting profit to earnings before income taxes is presented within “Consolidated Results of Operations.”

Adjusted earnings before income taxes is a non-GAAP financial measure for our Alleghany Capital segment. Adjusted earnings before income taxes represents noninsurance revenue and net investment income less other operating expenses and interest expense, and does not include: (i) amortization of intangible assets; (ii) change in the fair value of equity securities; (iii) net realized capital gains; (iv) change in allowance for credit losses on available for sale securities; and (v) income taxes. Because adjusted earnings before income taxes excludes amortization of intangible assets, change in the fair value of equity securities, net realized capital gains, change in allowance for credit losses on available for sale securities and income taxes, it provides an indication of economic performance that is not affected by levels of effective tax rates or levels of amortization resulting from acquisition accounting. We use adjusted earnings before income taxes as a supplement to earnings before income taxes, the most comparable GAAP financial measure, to evaluate the performance of certain of our noninsurance operating subsidiaries and investments. A reconciliation of adjusted earnings before income taxes to earnings before income taxes is presented within “Consolidated Results of Operations.”

 

31

Overview

The following overview does not address all of the matters covered in the other sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations or contain all of the information that may be important to our stockholders or the investing public. This overview should be read in conjunction with the other sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

•

Net earnings attributable to Alleghany stockholders were $126.5 million in the third quarter of 2020, compared with $90.4 million in the third quarter of 2019, and net losses attributable to Alleghany were $57.3 million in the first nine months of 2020, compared with net earnings attributable to Alleghany of $826.1 million in the first nine months of 2019.

 

•

Net investment income decreased by 12.5 percent and 13.0 percent in the third quarter and first nine months of 2020, respectively, from the corresponding 2019 periods.

 

•

Net premiums written increased by 15.8 percent and 9.5 percent in the third quarter and first nine months of 2020, respectively, from the corresponding 2019 periods.

 

•

Underwriting loss was $81.3 million in the third quarter of 2020, compared with underwriting profit of $32.8 million in the third quarter of 2019, and underwriting loss was $145.3 million in the first nine months of 2020, compared with an underwriting profit of $232.3 million in the first nine months of 2019.

 

•

The combined ratio for our reinsurance and insurance segments was 105.2 percent in the third quarter of 2020, compared with 97.6 percent in the third quarter of 2019, and 103.2 percent in the first nine months of 2020, compared with 94.3 percent in the first nine months of 2019.

 

•

Catastrophe losses, net of reinsurance, were $269.8 million in the third quarter of 2020, compared with $95.9 million in the third quarter of 2019, and $616.0 million in the first nine months of 2020, compared with $115.5 million in the first nine months of 2019.

 

•

Net favorable prior accident year loss reserve development was $62.3 million in the third quarter of 2020, compared with $58.9 million in the third quarter of 2019, and $156.0 million in the first nine months of 2020, compared with $152.9 million in the first nine months of 2019.

 

•

Noninsurance revenue for Alleghany Capital was $713.8 million in the third quarter of 2020, compared with $628.0 million in the third quarter of 2019, and $1,654.3 million in the first nine months of 2020, compared with $1,726.8 million in the first nine months of 2019.

 

•

Earnings before income taxes for Alleghany Capital were $70.0 million in the third quarter of 2020, compared with $37.9 million in the third quarter of 2019, and $80.0 million in the first nine months of 2020, compared with $101.5 million in the first nine months of 2019. Adjusted earnings before income taxes were $67.1 million in the third quarter of 2020, compared with $45.8 million in the third quarter of 2019, and $77.0 million in the first nine months of 2020, compared with $124.0 million in the first nine months of 2019.

As of September 30, 2020, we had total assets of $28.5 billion and total stockholders’ equity attributable to Alleghany stockholders of $8.6 billion. As of September 30, 2020, we had consolidated total investments of approximately $19.5 billion, consisting of $15.6 billion invested in debt securities, $2.2 billion invested in equity securities, $0.7 billion invested in commercial mortgage loans, $0.6 billion invested in short-term investments and $0.4 billion invested in other invested assets.

The ongoing COVID-19 global pandemic, or the “Pandemic,” has significantly disrupted many aspects of society as well as financial markets, and has caused widespread global economic dislocation. At the parent and subsidiary levels, we have implemented a variety of business continuation and crisis management policies and procedures to reduce the risk of infection to our employees and others.  

Among other impacts on the economy, the Pandemic has adversely impacted financial markets, which in turn impacted our equity securities portfolio. In the first nine months of 2020 and despite a partial recovery in the second and third quarters of 2020, the fair value of our equity securities depreciated by $188.0 million. As further described below, we have also recorded certain additional credit-related losses on our debt securities portfolio, commercial mortgage loan portfolio and reinsurance recoverables, as well as impairment losses on SORC’s oil field assets. Given the recent recovery of the bond markets, a portion of the allowances for credit losses we established on our debt securities portfolio as of March 31, 2020 have been reversed in the second and third quarters of 2020.

We also incurred $269.8 million and $616.0 million of catastrophe losses in the third quarter and first nine months of 2020, respectively, of which $51.0 million and $339.0 million, respectively, arose from the Pandemic. The vast majority of the Pandemic losses were incurred at TransRe, and include those from event cancellation coverage for conferences and sporting events as well as other property coverages and, to a lesser extent, the accident and health and trade credit lines of business. Pandemic losses at RSUI primarily relate to business interruption claims and related estimated legal expenses. CapSpecialty also incurred a modest amount of Pandemic losses.  Our Pandemic loss estimates were based on information currently available to us, including an analysis of reported claims, an underwriting review of in-force contracts and other factors requiring considerable judgment. Our loss estimates for Pandemic losses do not reflect judicial, legislative and regulatory risk that could expand coverage beyond the terms of our treaty and policy language, although they do reflect provisions for related legal expenses. The impact of the Pandemic will also be reflected in future results, including our fourth quarter of 2020 results.

32

TransRe’s Pandemic catastrophe losses were $48.0 million and $315.7 million for the third quarter and first nine months of 2020, respectively, which include $11.0 million and $122.1 million, respectively, of losses related to specific event cancellation treaties underwritten in the U.S., which TransRe began to exit in February 2019. Based on current information, estimated exposed limits remaining on this portfolio, net of provisions, are approximately $37 million for first, second and third quarter 2020 events, $11 million for fourth quarter events and $70 million for events scheduled throughout 2021. Events and event cancellation policies are not uniform in nature. Ultimate losses will depend on the timing of gathering restrictions being lifted, whether the event can be rescheduled and how far in advance the event is postponed or cancelled. As such, cancellation or postponement of the event does not necessarily mean a full limit will be paid.  Furthermore, there could be additional incidental losses where event cancellation policies comprise a small portion of exposure to certain multi-line treaties. Pandemic losses in the third quarter of 2020 include the impact of a September 15, 2020 U.K. court ruling that upheld certain U.K. policyholder business interruption claims brought against the insurance industry.

We cannot reasonably estimate the length or severity of the Pandemic, or the extent to which the related disruption may adversely impact our results of operations, financial position and cash flows. Such potential adverse impacts of a prolonged Pandemic on our operations, financial position and cash flows include further declines in our equity securities portfolio, additional credit-related realized and unrealized losses on our debt securities and commercial mortgage portfolios, additional credit losses on our reinsurance recoverables and other receivables, further losses from event cancellation and other coverages from our reinsurance and insurance subsidiaries, increased litigation and impairment of certain Alleghany Capital subsidiary goodwill and intangible assets.

Aside from the Pandemic, our reinsurance and insurance segments incurred $218.8 million of weather-related catastrophe losses in the third quarter of 2020, including $100.9 million from Hurricane Laura, which caused widespread property damage and flooding in August 2020, primarily in Louisiana and Texas, and $56.5 million from Hurricane Sally, which caused widespread property damage and flooding in September 2020, primarily in Alabama and Florida. Weather-related catastrophe losses in the third quarter of 2020 also include losses from typhoons and flooding in Asia and a derecho in August 2020, which caused widespread property and crop damage, primarily in Iowa, and a hailstorm in Alberta, Canada. We incurred catastrophe losses in the third quarter of 2019, primarily from Typhoon Faxai, which caused widespread property damage and flooding in September 2019, primarily in Japan, and Hurricane Dorian, which caused widespread property damage and flooding in August and September 2019, primarily in the Bahamas, North Carolina and South Carolina.

 

Consolidated Results of Operations

The following table presents our consolidated revenues, costs and expenses and earnings:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

($ in millions)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

$

1,556.9

 

 

$

1,390.0

 

 

$

4,396.1

 

 

$

4,043.3

 

Net investment income

 

 

129.3

 

 

 

147.8

 

 

 

359.9

 

 

 

413.6

 

Change in the fair value of equity securities

 

 

92.8

 

 

 

(16.7

)

 

 

(188.0

)

 

 

519.3

 

Net realized capital gains

 

 

16.7

 

 

 

3.9

 

 

 

(8.3

)

 

 

20.8

 

Change in allowance for credit losses on available for sale securities

 

 

3.4

 

 

 

(3.6

)

 

 

(10.9

)

 

 

(13.6

)

Noninsurance revenue

 

 

723.8

 

 

 

638.5

 

 

 

1,684.4

 

 

 

1,756.5

 

Total revenues

 

 

2,522.9

 

 

 

2,159.9

 

 

 

6,233.2

 

 

 

6,739.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and loss adjustment expenses

 

 

1,173.7

 

 

 

907.7

 

 

 

3,225.5

 

 

 

2,497.0

 

Commissions, brokerage and other underwriting expenses

 

 

464.5

 

 

 

449.5

 

 

 

1,315.9

 

 

 

1,314.0

 

Other operating expenses

 

 

669.4

 

 

 

617.3

 

 

 

1,646.4

 

 

 

1,701.2

 

Corporate administration

 

 

12.9

 

 

 

22.3

 

 

 

17.1

 

 

 

67.6

 

Amortization of intangible assets

 

 

11.2

 

 

 

8.1

 

 

 

32.9

 

 

 

23.8

 

Interest expense

 

 

23.3

 

 

 

25.7

 

 

 

63.9

 

 

 

74.4

 

Total costs and expenses

 

 

2,355.0

 

 

 

2,030.6

 

 

 

6,301.7

 

 

 

5,678.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (losses) before income taxes

 

 

167.9

 

 

 

129.3

 

 

 

(68.5

)

 

 

1,061.9

 

Income taxes

 

 

30.3

 

 

 

28.0

 

 

 

(21.1

)

 

 

207.9

 

Net earnings (losses)

 

 

137.6

 

 

 

101.3

 

 

 

(47.4

)

 

 

854.0

 

Net earnings attributable to noncontrolling interests

 

 

11.1

 

 

 

10.9

 

 

 

9.9

 

 

 

27.9

 

Net earnings (losses) attributable to Alleghany stockholders

 

$

126.5

 

 

$

90.4

 

 

$

(57.3

)

 

$

826.1

 

 

33

Alleghany’s segments are reported in a manner consistent with the way management evaluates the businesses. As such, Alleghany classifies its businesses into three reportable segments – reinsurance, insurance and Alleghany Capital. Corporate activities are not classified as a segment.

See Note 10 to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional detail on our segments and corporate activities. The tables below present the results for our segments and for corporate activities for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Segments

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2020

 

Reinsurance

Segment

 

 

Insurance

Segment

 

 

Subtotal

 

 

Alleghany

Capital

 

 

Total

Segments

 

 

Corporate

Activities(1)

 

 

Consolidated

 

 

 

($ in millions)

 

Gross premiums written

 

$

1,378.0

 

 

$

522.6

 

 

$

1,900.6

 

 

$

—

 

 

$

1,900.6

 

 

$

(9.2

)

 

$

1,891.4

 

Net premiums written

 

 

1,263.2

 

 

 

373.9

 

 

 

1,637.1

 

 

 

—

 

 

 

1,637.1

 

 

 

—

 

 

 

1,637.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

1,207.3

 

 

 

349.6

 

 

 

1,556.9

 

 

 

—

 

 

 

1,556.9

 

 

 

—

 

 

 

1,556.9

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

776.0

 

 

 

190.2

 

 

 

966.2

 

 

 

—

 

 

 

966.2

 

 

 

—

 

 

 

966.2

 

Current year catastrophe losses

 

 

131.6

 

 

 

138.2

 

 

 

269.8

 

 

 

—

 

 

 

269.8

 

 

 

—

 

 

 

269.8

 

Prior years

 

 

(48.3

)

 

 

(14.0

)

 

 

(62.3

)

 

 

—

 

 

 

(62.3

)

 

 

—

 

 

 

(62.3

)

Total net loss and LAE

 

 

859.3

 

 

 

314.4

 

 

 

1,173.7

 

 

 

—

 

 

 

1,173.7

 

 

 

—

 

 

 

1,173.7

 

Commissions, brokerage and other

   underwriting expenses

 

 

371.4

 

 

 

93.1

 

 

 

464.5

 

 

 

—

 

 

 

464.5

 

 

 

—

 

 

 

464.5

 

Underwriting (loss)(2)

 

$

(23.4

)

 

$

(57.9

)

 

$

(81.3

)

 

 

—

 

 

 

(81.3

)

 

 

—

 

 

 

(81.3

)

Net investment income

 

 

 

 

 

 

 

 

 

 

122.7

 

 

 

—

 

 

 

122.7

 

 

 

6.6

 

 

 

129.3

 

Change in the fair value of equity securities

 

 

 

 

 

 

 

 

 

 

103.4

 

 

 

—

 

 

 

103.4

 

 

 

(10.6

)

 

 

92.8

 

Net realized capital gains

 

 

 

 

 

 

 

 

 

 

1.7

 

 

 

13.9

 

 

 

15.6

 

 

 

1.1

 

 

 

16.7

 

Change in allowance for credit losses on available for sale securities

 

 

 

 

 

 

 

 

 

 

3.4

 

 

 

—

 

 

 

3.4

 

 

 

—

 

 

 

3.4

 

Noninsurance revenue

 

 

 

 

 

 

 

 

 

 

8.9

 

 

 

713.8

 

 

 

722.7

 

 

 

1.1

 

 

 

723.8

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

23.4

 

 

 

643.4

 

 

 

666.8

 

 

 

2.6

 

 

 

669.4

 

Corporate administration

 

 

 

 

 

 

 

 

 

 

0.8

 

 

 

—

 

 

 

0.8

 

 

 

12.1

 

 

 

12.9

 

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

0.2

 

 

 

11.0

 

 

 

11.2

 

 

 

—

 

 

 

11.2

 

Interest expense

 

 

 

 

 

 

 

 

 

 

6.8

 

 

 

3.3

 

 

 

10.1

 

 

 

13.2

 

 

 

23.3

 

Earnings (losses) before income taxes

 

 

 

 

 

 

 

 

 

$

127.6

 

 

$

70.0

 

 

$

197.6

 

 

$

(29.7

)

 

$

167.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

64.3

%

 

 

54.4

%

 

 

62.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year catastrophe losses

 

 

10.9

%

 

 

39.5

%

 

 

17.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior years

 

 

(4.0

%)

 

 

(4.0

%)

 

 

(4.0

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net loss and LAE

 

 

71.2

%

 

 

89.9

%

 

 

75.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio(4)

 

 

30.8

%

 

 

26.6

%

 

 

29.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio(5)

 

 

102.0

%

 

 

116.5

%

 

 

105.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34

 

 

 

Segments

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2019

 

Reinsurance

Segment

 

 

Insurance

Segment

 

 

Subtotal

 

 

Alleghany

Capital

 

 

Total

Segments

 

 

Corporate

Activities(1)

 

 

Consolidated

 

 

 

($ in millions)

 

Gross premiums written

 

$

1,243.3

 

 

$

415.3

 

 

$

1,658.6

 

 

$

—

 

 

$

1,658.6

 

 

$

(7.5

)

 

$

1,651.1

 

Net premiums written

 

 

1,111.7

 

 

 

302.2

 

 

 

1,413.9

 

 

 

—

 

 

 

1,413.9

 

 

 

—

 

 

 

1,413.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

1,097.6

 

 

 

292.4

 

 

 

1,390.0

 

 

 

—

 

 

 

1,390.0

 

 

 

—

 

 

 

1,390.0

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

714.0

 

 

 

156.7

 

 

 

870.7

 

 

 

—

 

 

 

870.7

 

 

 

—

 

 

 

870.7

 

Current year catastrophe losses

 

 

76.3

 

 

 

19.6

 

 

 

95.9

 

 

 

—

 

 

 

95.9

 

 

 

—

 

 

 

95.9

 

Prior years

 

 

(59.6

)

 

 

0.7

 

 

 

(58.9

)

 

 

—

 

 

 

(58.9

)

 

 

—

 

 

 

(58.9

)

Total net loss and LAE

 

 

730.7

 

 

 

177.0

 

 

 

907.7

 

 

 

—

 

 

 

907.7

 

 

 

—

 

 

 

907.7

 

Commissions, brokerage and other

   underwriting expenses

 

 

360.9

 

 

 

88.6

 

 

 

449.5

 

 

 

—

 

 

 

449.5

 

 

 

—

 

 

 

449.5

 

Underwriting profit(2)

 

$

6.0

 

 

$

26.8

 

 

 

32.8

 

 

 

—

 

 

 

32.8

 

 

 

—

 

 

 

32.8

 

Net investment income

 

 

 

 

 

 

 

 

 

 

145.1

 

 

 

1.2

 

 

 

146.3

 

 

 

1.5

 

 

 

147.8

 

Change in the fair value of equity securities

 

 

 

 

 

 

 

 

 

 

(16.7

)

 

 

—

 

 

 

(16.7

)

 

 

—

 

 

 

(16.7

)

Net realized capital gains

 

 

 

 

 

 

 

 

 

 

4.1

 

 

 

(0.2

)

 

 

3.9

 

 

 

—

 

 

 

3.9

 

Change in allowance for credit losses on available for sale securities

 

 

 

 

 

 

 

 

 

 

(3.6

)

 

 

—

 

 

 

(3.6

)

 

 

—

 

 

 

(3.6

)

Noninsurance revenue

 

 

 

 

 

 

 

 

 

 

7.5

 

 

 

628.0

 

 

 

635.5

 

 

 

3.0

 

 

 

638.5

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

32.5

 

 

 

578.2

 

 

 

610.7

 

 

 

6.6

 

 

 

617.3

 

Corporate administration

 

 

 

 

 

 

 

 

 

 

1.5

 

 

 

—

 

 

 

1.5

 

 

 

20.8

 

 

 

22.3

 

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

0.4

 

 

 

7.7

 

 

 

8.1

 

 

 

—

 

 

 

8.1

 

Interest expense

 

 

 

 

 

 

 

 

 

 

6.8

 

 

 

5.2

 

 

 

12.0

 

 

 

13.7

 

 

 

25.7

 

Earnings (losses) before income taxes

 

 

 

 

 

 

 

 

 

$

128.0

 

 

$

37.9

 

 

$

165.9

 

 

$

(36.6

)

 

$

129.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

65.0

%

 

 

53.7

%

 

 

62.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year catastrophe losses

 

 

7.0

%

 

 

6.7

%

 

 

6.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior years

 

 

(5.4

%)

 

 

0.2

%

 

 

(4.2

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net loss and LAE

 

 

66.6

%

 

 

60.6

%

 

 

65.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio(4)

 

 

32.9

%

 

 

30.3

%

 

 

32.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio(5)

 

 

99.5

%

 

 

90.9

%

 

 

97.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35

 

 

 

Segments

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2020

 

Reinsurance

Segment

 

 

Insurance

Segment

 

 

Subtotal

 

 

Alleghany

Capital

 

 

Total

Segments

 

 

Corporate

Activities(1)

 

 

Consolidated

 

 

 

($ in millions)

 

Gross premiums written

 

$

3,859.4

 

 

$

1,549.8

 

 

$

5,409.2

 

 

$

—

 

 

$

5,409.2

 

 

$

(26.1

)

 

$

5,383.1

 

Net premiums written

 

 

3,560.7

 

 

 

1,088.1

 

 

 

4,648.8

 

 

 

—

 

 

 

4,648.8

 

 

 

—

 

 

 

4,648.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

3,411.3

 

 

 

984.8

 

 

 

4,396.1

 

 

 

—

 

 

 

4,396.1

 

 

 

—

 

 

 

4,396.1

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

2,237.3

 

 

 

528.2

 

 

 

2,765.5

 

 

 

—

 

 

 

2,765.5

 

 

 

—

 

 

 

2,765.5

 

Current year catastrophe losses

 

 

419.7

 

 

 

196.3

 

 

 

616.0

 

 

 

—

 

 

 

616.0

 

 

 

—

 

 

 

616.0

 

Prior years

 

 

(157.2

)

 

 

1.2

 

 

 

(156.0

)

 

 

—

 

 

 

(156.0

)

 

 

—

 

 

 

(156.0

)

Total net loss and LAE

 

 

2,499.8

 

 

 

725.7

 

 

 

3,225.5

 

 

 

—

 

 

 

3,225.5

 

 

 

—

 

 

 

3,225.5

 

Commissions, brokerage and other

   underwriting expenses

 

 

1,044.2

 

 

 

271.7

 

 

 

1,315.9

 

 

 

—

 

 

 

1,315.9

 

 

 

—

 

 

 

1,315.9

 

Underwriting (loss)(2)

 

$

(132.7

)

 

$

(12.6

)

 

$

(145.3

)

 

 

—

 

 

 

(145.3

)

 

 

—

 

 

 

(145.3

)

Net investment income

 

 

 

 

 

 

 

 

 

 

347.8

 

 

 

1.8

 

 

 

349.6

 

 

 

10.3

 

 

 

359.9

 

Change in the fair value of equity securities

 

 

 

 

 

 

 

 

 

 

(176.0

)

 

 

—

 

 

 

(176.0

)

 

 

(12.0

)

 

 

(188.0

)

Net realized capital gains

 

 

 

 

 

 

 

 

 

 

36.8

 

 

 

35.3

 

 

 

72.1

 

 

 

(80.4

)

 

 

(8.3

)

Change in allowance for credit losses on available for sale securities

 

 

 

 

 

 

 

 

 

 

(10.7

)

 

 

—

 

 

 

(10.7

)

 

 

(0.2

)

 

 

(10.9

)

Noninsurance revenue

 

 

 

 

 

 

 

 

 

 

24.4

 

 

 

1,654.3

 

 

 

1,678.7

 

 

 

5.7

 

 

 

1,684.4

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

66.5

 

 

 

1,567.7

 

 

 

1,634.2

 

 

 

12.2

 

 

 

1,646.4

 

Corporate administration

 

 

 

 

 

 

 

 

 

 

(0.9

)

 

 

—

 

 

 

(0.9

)

 

 

18.0

 

 

 

17.1

 

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

0.6

 

 

 

32.3

 

 

 

32.9

 

 

 

—

 

 

 

32.9

 

Interest expense

 

 

 

 

 

 

 

 

 

 

20.3

 

 

 

11.4

 

 

 

31.7

 

 

 

32.2

 

 

 

63.9

 

(Losses) earnings before income taxes

 

 

 

 

 

 

 

 

 

$

(9.5

)

 

$

80.0

 

 

$

70.5

 

 

$

(139.0

)

 

$

(68.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

65.6

%

 

 

53.7

%

 

 

62.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year catastrophe losses

 

 

12.3

%

 

 

19.9

%

 

 

14.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior years

 

 

(4.6

%)

 

 

0.1

%

 

 

(3.5

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net loss and LAE

 

 

73.3

%

 

 

73.7

%

 

 

73.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio(4)

 

 

30.6

%

 

 

27.6

%

 

 

29.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio(5)

 

 

103.9

%

 

 

101.3

%

 

 

103.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36

 

 

 

Segments

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2019

 

Reinsurance

Segment

 

 

Insurance

Segment

 

 

Subtotal

 

 

Alleghany

Capital

 

 

Total

Segments

 

 

Corporate

Activities(1)

 

 

Consolidated

 

 

 

($ in millions)

 

Gross premiums written

 

$

3,685.6

 

 

$

1,263.4

 

 

$

4,949.0

 

 

$

—

 

 

$

4,949.0

 

 

$

(20.5

)

 

$

4,928.5

 

Net premiums written

 

 

3,332.1

 

 

 

913.9

 

 

 

4,246.0

 

 

 

—

 

 

 

4,246.0

 

 

 

—

 

 

 

4,246.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

3,201.7

 

 

 

841.6

 

 

 

4,043.3

 

 

 

—

 

 

 

4,043.3

 

 

 

—

 

 

 

4,043.3

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

2,093.4

 

 

 

441.0

 

 

 

2,534.4

 

 

 

—

 

 

 

2,534.4

 

 

 

—

 

 

 

2,534.4

 

Current year catastrophe losses

 

 

76.3

 

 

 

39.2

 

 

 

115.5

 

 

 

—

 

 

 

115.5

 

 

 

—

 

 

 

115.5

 

Prior years

 

 

(140.8

)

 

 

(12.1

)

 

 

(152.9

)

 

 

—

 

 

 

(152.9

)

 

 

—

 

 

 

(152.9

)

Total net loss and LAE

 

 

2,028.9

 

 

 

468.1

 

 

 

2,497.0

 

 

 

—

 

 

 

2,497.0

 

 

 

—

 

 

 

2,497.0

 

Commissions, brokerage and other

   underwriting expenses

 

 

1,050.8

 

 

 

263.2

 

 

 

1,314.0

 

 

 

—

 

 

 

1,314.0

 

 

 

—

 

 

 

1,314.0

 

Underwriting profit(2)

 

$

122.0

 

 

$

110.3

 

 

 

232.3

 

 

 

—

 

 

 

232.3

 

 

 

—

 

 

 

232.3

 

Net investment income

 

 

 

 

 

 

 

 

 

 

401.5

 

 

 

3.4

 

 

 

404.9

 

 

 

8.7

 

 

 

413.6

 

Change in the fair value of equity securities

 

 

 

 

 

 

 

 

 

 

515.7

 

 

 

-

 

 

 

515.7

 

 

 

3.6

 

 

 

519.3

 

Net realized capital gains

 

 

 

 

 

 

 

 

 

 

20.4

 

 

 

0.3

 

 

 

20.7

 

 

 

0.1

 

 

 

20.8

 

Change in allowance for credit losses on available for sale securities

 

 

 

 

 

 

 

 

 

 

(13.6

)

 

 

-

 

 

 

(13.6

)

 

 

-

 

 

 

(13.6

)

Noninsurance revenue

 

 

 

 

 

 

 

 

 

 

19.5

 

 

 

1,726.8

 

 

 

1,746.3

 

 

 

10.2

 

 

 

1,756.5

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

88.3

 

 

 

1,592.0

 

 

 

1,680.3

 

 

 

20.9

 

 

 

1,701.2

 

Corporate administration

 

 

 

 

 

 

 

 

 

 

4.4

 

 

 

-

 

 

 

4.4

 

 

 

63.2

 

 

 

67.6

 

Amortization of intangible assets

 

 

 

 

 

 

 

 

 

 

1.0

 

 

 

22.8

 

 

 

23.8

 

 

 

-

 

 

 

23.8

 

Interest expense

 

 

 

 

 

 

 

 

 

 

20.3

 

 

 

14.2

 

 

 

34.5

 

 

 

39.9

 

 

 

74.4

 

Earnings (losses) before income taxes

 

 

 

 

 

 

 

 

 

$

1,061.8

 

 

$

101.5

 

 

$

1,163.3

 

 

$

(101.4

)

 

$

1,061.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

65.4

%

 

 

52.3

%

 

 

62.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year catastrophe losses

 

 

2.4

%

 

 

4.7

%

 

 

2.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior years

 

 

(4.4

%)

 

 

(1.4

%)

 

 

(3.8

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net loss and LAE

 

 

63.4

%

 

 

55.6

%

 

 

61.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio(4)

 

 

32.8

%

 

 

31.3

%

 

 

32.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio(5)

 

 

96.2

%

 

 

86.9

%

 

 

94.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes elimination of minor reinsurance activity between segments.  

(2)

Underwriting profit represents net premiums earned less net loss and LAE and commissions, brokerage and other underwriting expenses, all as determined in accordance with GAAP, and does not include net investment income, change in the fair value of equity securities, net realized capital gains, change in allowance for credit losses on available for sale securities, noninsurance revenue, other operating expenses, corporate administration, amortization of intangible assets and interest expense. Underwriting profit is a non-GAAP financial measure and does not replace earnings before income taxes determined in accordance with GAAP as a measure of profitability. See “Comment on Non-GAAP Financial Measures” herein for additional detail on the presentation of our results of operations.

(3)

The loss ratio is derived by dividing the amount of net loss and LAE by net premiums earned, all as determined in accordance with GAAP.

(4)

The expense ratio is derived by dividing the amount of commissions, brokerage and other underwriting expenses by net premiums earned, all as determined in accordance with GAAP.

(5)

The combined ratio is the sum of the loss ratio and the expense ratio, all as determined in accordance with GAAP. The combined ratio represents the percentage of each premium dollar a reinsurance or an insurance company has to spend on net loss and LAE, and commissions, brokerage and other underwriting expenses.

 

37

Comparison of the Three and Nine Months Ended September 30, 2020 and 2019

Premiums. The following table presents our consolidated premiums:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

1,891.4

 

 

$

1,651.1

 

 

 

14.6

%

 

$

5,383.1

 

 

$

4,928.5

 

 

 

9.2

%

Net premiums written

 

 

1,637.1

 

 

 

1,413.9

 

 

 

15.8

%

 

 

4,648.8

 

 

 

4,246.0

 

 

 

9.5

%

Net premiums earned

 

 

1,556.9

 

 

 

1,390.0

 

 

 

12.0

%

 

 

4,396.1

 

 

 

4,043.3

 

 

 

8.7

%

 

The increases in gross premiums written in the third quarter and first nine months of 2020 from the corresponding 2019 periods are attributable to growth at our reinsurance segment as well as our insurance segment, primarily at RSUI. The increases at our reinsurance segment primarily reflect generally improving rates overall, growth in various traditional casualty and other professional liability lines of business in the U.S. and U.K. and, to a lesser extent, the impact of changes in foreign exchange rates. The increase in gross premiums written in first nine months of 2020 was partially offset by a decrease in automobile lines of business in the U.S. arising from rebates at our cedants in reaction to a Pandemic-driven reduction in personal and commercial automobile usage worldwide.  Gross premiums written from a certain large whole account quota share treaty, or the “Quota Share Treaty,” were $192.2 million and $501.6 million in the third quarter and first nine months of 2020, respectively, compared with $181.2 million and $508.8 million in the third quarter and first nine months of 2019, respectively. The increases in gross premiums written in the third quarter and first nine months of 2020 from the corresponding 2019 periods at RSUI primarily reflect growth in most lines of business due to increases in business opportunities, higher rates and improved general market conditions, particularly in the property, umbrella/excess and directors’ and officers’ liability lines of business.  

The increases in net premiums earned in the third quarter and first nine months of 2020 from the corresponding 2019 periods reflect growth in reinsurance and insurance segment gross premiums written in recent quarters, partially offset by increases in ceded premiums written in recent quarters at RSUI.  

A detailed comparison of premiums by segment for the third quarter and first nine months of 2020 and 2019 is contained in the following pages.

Net loss and LAE. The following table presents our consolidated net loss and LAE:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

$

966.2

 

 

$

870.7

 

 

 

11.0

%

 

$

2,765.5

 

 

$

2,534.4

 

 

 

9.1

%

Current year catastrophe losses

 

 

269.8

 

 

 

95.9

 

 

 

181.3

%

 

 

616.0

 

 

 

115.5

 

 

 

433.3

%

Prior years

 

 

(62.3

)

 

 

(58.9

)

 

 

5.8

%

 

 

(156.0

)

 

 

(152.9

)

 

 

2.0

%

Total net loss and LAE

 

$

1,173.7

 

 

$

907.7

 

 

 

29.3

%

 

$

3,225.5

 

 

$

2,497.0

 

 

 

29.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

62.1

%

 

 

62.6

%

 

 

 

 

 

 

62.8

%

 

 

62.7

%

 

 

 

 

Current year catastrophe losses

 

 

17.3

%

 

 

6.9

%

 

 

 

 

 

 

14.0

%

 

 

2.9

%

 

 

 

 

Prior years

 

 

(4.0

%)

 

 

(4.2

%)

 

 

 

 

 

 

(3.5

%)

 

 

(3.8

%)

 

 

 

 

Total net loss and LAE

 

 

75.4

%

 

 

65.3

%

 

 

 

 

 

 

73.3

%

 

 

61.8

%

 

 

 

 

 

The increases in net loss and LAE in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect higher catastrophe losses and, to a lesser extent, the impact of increases in net premiums, all as discussed above.

A detailed comparison of net loss and LAE by segment for the third quarter and first nine months of 2020 and 2019 is contained in the following pages.

38

Commissions, brokerage and other underwriting expenses. The following table presents our consolidated commissions, brokerage and other underwriting expenses:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Commissions, brokerage and other underwriting expenses

 

$

464.5

 

 

$

449.5

 

 

 

3.3

%

 

$

1,315.9

 

 

$

1,314.0

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio

 

 

29.8

%

 

 

32.3

%

 

 

 

 

 

 

29.9

%

 

 

32.5

%

 

 

 

 

 

The increase in commissions, brokerage and other underwriting expenses in the third quarter of 2020 from the third quarter of 2019 primarily reflects the impact of higher net premiums earned, as discussed above, partially offset by lower overall commission rates, lower annual incentive compensation accruals and a Pandemic-driven reduction in travel and entertainment costs.  

 

Commissions, brokerage and other underwriting expenses in the first nine months of 2020 approximated those from the first nine months of 2019 due to the impact of higher net premiums earned, as discussed above, offset by lower overall commission rates, lower annual incentive compensation accruals and a Pandemic-driven reduction in travel and entertainment costs.

A detailed comparison of commissions, brokerage and other underwriting expenses by segment for the third quarter and first nine months of 2020 and 2019 is contained in the following pages.

Underwriting profit. The following table presents our consolidated underwriting profit (loss):

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Underwriting (loss) profit

 

$

(81.3

)

 

$

32.8

 

 

 

(347.9

%)

 

$

(145.3

)

 

$

232.3

 

 

 

(162.5

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio

 

 

105.2

%

 

 

97.6

%

 

 

 

 

 

 

103.2

%

 

 

94.3

%

 

 

 

 

 

The underwriting loss in the third quarter and first nine months of 2020 compared with the underwriting profit in the corresponding 2019 periods primarily reflects catastrophe losses at our reinsurance segment and RSUI, as discussed above.

A detailed comparison of underwriting profit by segment for the third quarter and first nine months of 2020 and 2019 is contained in the following pages.

Investment results. The following table presents our consolidated investment results:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Net investment income

 

$

129.3

 

 

$

147.8

 

 

 

(12.5

%)

 

$

359.9

 

 

$

413.6

 

 

 

(13.0

%)

Change in the fair value of equity securities

 

 

92.8

 

 

 

(16.7

)

 

 

(655.7

%)

 

 

(188.0

)

 

 

519.3

 

 

 

(136.2

%)

Net realized capital gains

 

 

16.7

 

 

 

3.9

 

 

 

328.2

%

 

 

(8.3

)

 

 

20.8

 

 

 

(139.9

%)

Change in allowance for credit losses on available for sale securities

 

 

3.4

 

 

 

(3.6

)

 

 

(194.4

%)

 

 

(10.9

)

 

 

(13.6

)

 

 

(19.9

%)

 

The decrease in net investment income in the third quarter of 2020 from the third quarter of 2019 primarily reflects lower interest income and, to a lesser extent, lower dividend income, partially offset by higher partnership income. The decrease in net investment income in the first nine months of 2020 from the first nine months of 2019 primarily reflects lower interest income and, to a lesser extent, lower partnership income and dividend income.

 

Lower interest income reflects the impact of low reinvestment yields on debt securities and lower yields on short term investments and floating-rate debt securities. Lower dividend income reflects reductions in our equity security portfolio. Lower partnership income in the first nine months of 2020 reflects the impact of the Pandemic on lower-quality debt securities held by certain of our investment partnerships, and higher partnership income in the third quarter of 2020 reflects a partial recovery of these lower-quality debt securities held by certain of our investment partnerships.

The change in the fair value of equity securities in the first nine months of 2020 reflects depreciation in the value of our equity securities portfolio due primarily to the impact of the Pandemic and related economic and financial market disruptions. The change in the fair value of equity securities in the third quarter of 2020 reflects a partial recovery of the equity markets and our equity securities portfolio, as concerns about the Pandemic moderated. The change in the fair value of equity securities in the third quarter of 2019 reflects modest depreciation in the value of our equity securities portfolio, primarily from our holdings in the industrial sector. The

39

change in the fair value of equity securities in the first nine months of 2019 reflects appreciation in the value of our equity securities portfolio, primarily from our holdings in the technology, industrial and financial sectors.

The increase in net realized capital gains in the third quarter of 2020 from the third quarter of 2019 primarily reflects realized gains at Alleghany Capital arising from a partial settlement and remeasurement of fair value of certain outstanding contingent consideration liabilities in connection with its 2018 acquisition of Concord.

Net realized capital losses in the first nine months of 2020 compared with net realized capital gains in the first nine months of 2019 periods primarily reflect realized losses at corporate activities due primarily to impairment charges from write-downs of SORC oil field assets, partially offset by realized gains at Alleghany Capital and higher realized gains on our debt securities portfolio.  See Note 3(e) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional information on our net realized capital gains and losses.

The change in allowance for credit losses on AFS securities in the first nine months of 2020 reflects $10.9 million of unrealized losses on debt securities, primarily related to the energy sector and lower-quality corporate bonds in other sectors due to a significant decline in their fair value relative to their amortized cost. The $10.9 million is net of a $3.4 million reduction of credit losses on AFS securities in the third quarter of 2020, arising primarily from improved bond market conditions and bond sales. The change in allowance for credit losses on AFS securities in the first nine months of 2019 reflects $13.6 million, primarily related to the energy sector and the deterioration of creditworthiness of the issuers.

A detailed comparison of investment results for the third quarter and first nine months of 2020 and 2019 is contained in the following pages.

Noninsurance revenue and expenses. The following table presents our consolidated noninsurance revenue and expenses:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Noninsurance revenue

 

$

723.8

 

 

$

638.5

 

 

 

13.4

%

 

$

1,684.4

 

 

$

1,756.5

 

 

 

(4.1

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

669.4

 

 

 

617.3

 

 

 

8.4

%

 

 

1,646.4

 

 

 

1,701.2

 

 

 

(3.2

%)

Corporate administration

 

 

12.9

 

 

 

22.3

 

 

 

(42.2

%)

 

 

17.1

 

 

 

67.6

 

 

 

(74.7

%)

Amortization of intangible assets

 

 

11.2

 

 

 

8.1

 

 

 

38.3

%

 

 

32.9

 

 

 

23.8

 

 

 

38.2

%

Interest expense

 

 

23.3

 

 

 

25.7

 

 

 

(9.3

%)

 

 

63.9

 

 

 

74.4

 

 

 

(14.1

%)

 

Noninsurance revenue and Other operating expenses. Noninsurance revenue and other operating expenses primarily include sales and expenses associated with our Alleghany Capital segment. Other operating expenses also include the long-term incentive compensation of our reinsurance and insurance segments, which totaled $18.7 million and $22.7 million in the third quarter of 2020 and 2019, respectively, and $51.2 million and $73.2 million in the first nine months of 2020 and 2019, respectively. The decreases in long-term incentive compensation accruals at our reinsurance and insurance segments in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect the impact on expected payouts from poor underwriting results and, for the first nine months of 2020, significant depreciation in the value of our equity portfolio compared with significant appreciation in the first nine months of 2019, all as discussed above. Other operating expenses in the first nine months of 2020 also include $4.9 million of an increase in estimates of expected credit losses on commercial mortgage loans, reinsurance recoverables and premium balances receivable at our reinsurance and insurance segments. This increase was based on current conditions and reasonable and supportable forecasts as of September 30, 2020, which include the impact of the Pandemic, as discussed above. See Note 1(c), 3(i) and 4(b) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional detail on credit losses for these assets.

The increases in noninsurance revenue and other operating expenses in the third quarter of 2020 from the third quarter of 2019 primarily reflect higher sales at Jazwares primarily due to the impact of acquisitions in April 2020 and October 2019, as well as the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results, partially offset by lower noninsurance revenue at Concord, due to reduced management fee revenue from Pandemic-driven declines in hotel occupancy.

The decreases in noninsurance revenue and other operating expenses in the first nine months of 2020 from the first nine months of 2019 primarily reflect lower revenues and related costs at W&W|AFCO Steel due to Pandemic-related project delays and customer site closures, as well as lower revenues and related costs at Concord, as discussed above, partially offset by the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results. The decrease in other operating expenses in the first nine months of 2020 also reflects lower long-term incentive compensation accruals at our reinsurance and insurance segments, partially offset by the cost of Pandemic-related customer site closures and additional safety measures, all as further discussed below.

Corporate administration. The decreases in corporate administration expense in the third quarter and first nine months of 2020 from the corresponding 2019 periods reflect significantly lower Alleghany parent company long-term incentive compensation accruals

40

due primarily to the impact of depreciation of Alleghany stock price and, for the first nine months of 2020, consolidated net losses attributable to Alleghany stockholders, as discussed below.

Amortization of intangible assets. The increases in amortization expense in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect recent acquisitions by Jazwares and PCT, as well as the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results.

Interest expense. The decreases in interest expense in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect lower overall Alleghany Capital borrowings to support working capital needs, partially offset by the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results. The decrease in interest expense for the first nine months of 2020 also reflects the impact of the early redemption of certain senior notes on January 15, 2020, partially offset by the issuance of certain senior notes on May 18, 2020. See Note 11(a) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional detail.

A detailed comparison of noninsurance revenue and expenses for the third quarter and first nine months of 2020 and 2019 is contained in the following pages.

Income taxes. The following table presents our consolidated income tax expense:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Income taxes

 

$

30.3

 

 

$

28.0

 

 

 

8.2

%

 

$

(21.1

)

 

$

207.9

 

 

 

(110.1

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective tax rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30.8

%

 

 

19.6

%

 

 

 

 

 

The Coronavirus Aid, Relief and Economic Security Act, or the “CARES Act,” was signed into law on March 27, 2020.  Among other provisions, the CARES Act delayed certain employer payroll tax remittance deadlines and created or expanded certain income tax credits and loss carryback provisions.

The higher income tax expense in the third quarter of 2020 from the third quarter of 2019 primarily reflects higher earnings before income taxes, as further discussed below. The income tax benefit in the first nine months of 2020 compared with the income tax expense in the first nine months of 2019 reflects losses before income taxes compared with earnings before income taxes in such 2019 periods, as further discussed below.

 

The effective tax rate in the first nine months of 2020 was calculated based on actual results through September 30, 2020 because management was not able to reliably estimate the annual effective tax rate in light of the significant losses incurred. The relatively high effective tax rate in the first nine months of 2020 primarily reflects modest pre-tax losses and the resulting increase from the impact of permanent tax benefits, such as tax-exempt interest income and dividends-received deductions, when expressed on an effective tax rate basis. The lower effective tax rate in the first nine months of 2019 primarily reflects significant pre-tax earnings and the resulting decrease from the impact of these permanent tax benefits when expressed on an effective tax rate basis.

Net earnings. The following table presents our consolidated earnings:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Earnings (losses) before income taxes

 

$

167.9

 

 

$

129.3

 

 

 

29.9

%

 

$

(68.5

)

 

$

1,061.9

 

 

 

(106.5

%)

Net earnings attributable to noncontrolling interests

 

 

11.1

 

 

 

10.9

 

 

 

1.8

%

 

 

9.9

 

 

 

27.9

 

 

 

(64.5

%)

Net earnings (losses) attributable to Alleghany stockholders

 

 

126.5

 

 

 

90.4

 

 

 

39.9

%

 

 

(57.3

)

 

 

826.1

 

 

 

(106.9

%)

 

The increases in earnings before income taxes and net earnings attributable to Alleghany stockholders in the third quarter of 2020 from the third quarter of 2019 primarily reflect significant higher appreciation in the value of our equity securities portfolio compared with modest depreciation in the third quarter of 2019 and, to a lesser extent, higher earnings at Alleghany Capital, partially offset by higher catastrophe losses, all as discussed above.  

 

The losses before income taxes and net losses attributable to Alleghany stockholders in the first nine months of 2020 compared with earnings before income taxes and net earnings attributable to Alleghany stockholders in the first nine months of 2019 primarily reflect the impact of significant depreciation in the value of our equity securities portfolio compared with significant appreciation in the first nine months of 2019, as well as higher catastrophe losses, all as discussed above.

The increase in net earnings attributable to noncontrolling interests in the third quarter of 2020 from the third quarter of 2019 primarily reflects higher earnings at Jazwares and recent acquisitions made by PCT and Jazwares that increased noncontrolling interests. The decrease in net earnings attributable to noncontrolling interests in the first nine months of 2020 from the first nine

41

months of 2019 primarily reflects lower earnings at Jazwares and W&W|AFCO Steel, partially offset by acquisitions made by PCT, Kentucky Trailer, IPS and Jazwares since early 2019 that increased noncontrolling interests.

Reinsurance Segment Underwriting Results

The reinsurance segment is composed of TransRe’s property and casualty & other lines of business. TransRe writes a modest amount of property and casualty insurance business, which is included in the reinsurance segment. For a more detailed description of our reinsurance segment, see Part I, Item 1, “Business—Segment Information—Reinsurance Segment” of the 2019 Form 10-K.

The following tables present the underwriting results of the reinsurance segment:

 

Three Months Ended September 30, 2020

 

Property

 

 

Casualty &

other(1)

 

 

Total

 

 

 

($ in millions)

 

Gross premiums written

 

$

473.3

 

 

$

904.7

 

 

$

1,378.0

 

Net premiums written

 

 

375.9

 

 

 

887.3

 

 

 

1,263.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

374.7

 

 

 

832.6

 

 

 

1,207.3

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

206.9

 

 

 

569.1

 

 

 

776.0

 

Current year catastrophe losses

 

 

114.3

 

 

 

17.3

 

 

 

131.6

 

Prior years

 

 

(15.1

)

 

 

(33.2

)

 

 

(48.3

)

Total net loss and LAE

 

 

306.1

 

 

 

553.2

 

 

 

859.3

 

Commissions, brokerage and other underwriting expenses

 

 

112.4

 

 

 

259.0

 

 

 

371.4

 

Underwriting (loss) earnings(2)

 

$

(43.8

)

 

$

20.4

 

 

$

(23.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(3):

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

55.2

%

 

 

68.4

%

 

 

64.3

%

Current year catastrophe losses

 

 

30.5

%

 

 

2.1

%

 

 

10.9

%

Prior years

 

 

(4.0

%)

 

 

(4.0

%)

 

 

(4.0

%)

Total net loss and LAE

 

 

81.7

%

 

 

66.5

%

 

 

71.2

%

Expense ratio(4)

 

 

30.0

%

 

 

31.1

%

 

 

30.8

%

Combined ratio(5)

 

 

111.7

%

 

 

97.6

%

 

 

102.0

%

 

Three Months Ended September 30, 2019

 

Property

 

 

Casualty &

other(1)

 

 

Total

 

 

 

($ in millions)

 

Gross premiums written

 

$

455.9

 

 

$

787.4

 

 

$

1,243.3

 

Net premiums written

 

 

339.0

 

 

 

772.7

 

 

 

1,111.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

327.0

 

 

 

770.6

 

 

 

1,097.6

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

176.7

 

 

 

537.3

 

 

 

714.0

 

Current year catastrophe losses

 

 

71.7

 

 

 

4.6

 

 

 

76.3

 

Prior years

 

 

(23.3

)

 

 

(36.3

)

 

 

(59.6

)

Total net loss and LAE

 

 

225.1

 

 

 

505.6

 

 

 

730.7

 

Commissions, brokerage and other underwriting expenses

 

 

108.3

 

 

 

252.6

 

 

 

360.9

 

Underwriting (loss) profit(2)

 

$

(6.4

)

 

$

12.4

 

 

$

6.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(3):

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

54.0

%

 

 

69.7

%

 

 

65.0

%

Current year catastrophe losses

 

 

21.9

%

 

 

0.6

%

 

 

7.0

%

Prior years

 

 

(7.1

%)

 

 

(4.7

%)

 

 

(5.4

%)

Total net loss and LAE

 

 

68.8

%

 

 

65.6

%

 

 

66.6

%

Expense ratio(4)

 

 

33.1

%

 

 

32.8

%

 

 

32.9

%

Combined ratio(5)

 

 

101.9

%

 

 

98.4

%

 

 

99.5

%

42

 

Nine Months Ended September 30, 2020

 

Property

 

 

Casualty &

other(1)

 

 

Total

 

 

 

($ in millions)

 

Gross premiums written

 

$

1,299.2

 

 

$

2,560.2

 

 

$

3,859.4

 

Net premiums written

 

 

1,044.6

 

 

 

2,516.1

 

 

 

3,560.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

1,024.8

 

 

 

2,386.5

 

 

 

3,411.3

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

579.4

 

 

 

1,657.9

 

 

 

2,237.3

 

Current year catastrophe losses

 

 

322.8

 

 

 

96.9

 

 

 

419.7

 

Prior years

 

 

(74.8

)

 

 

(82.4

)

 

 

(157.2

)

Total net loss and LAE

 

 

827.4

 

 

 

1,672.4

 

 

 

2,499.8

 

Commissions, brokerage and other underwriting expenses

 

 

314.6

 

 

 

729.6

 

 

 

1,044.2

 

Underwriting (loss)(2)

 

$

(117.2

)

 

$

(15.5

)

 

$

(132.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(3):

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

56.5

%

 

 

69.5

%

 

 

65.6

%

Current year catastrophe losses

 

 

31.5

%

 

 

4.1

%

 

 

12.3

%

Prior years

 

 

(7.3

%)

 

 

(3.5

%)

 

 

(4.6

%)

Total net loss and LAE

 

 

80.7

%

 

 

70.1

%

 

 

73.3

%

Expense ratio(4)

 

 

30.7

%

 

 

30.6

%

 

 

30.6

%

Combined ratio(5)

 

 

111.4

%

 

 

100.7

%

 

 

103.9

%

 

Nine Months Ended September 30, 2019

 

Property

 

 

Casualty &

other(1)

 

 

Total

 

 

 

($ in millions)

 

Gross premiums written

 

$

1,252.6

 

 

$

2,433.0

 

 

$

3,685.6

 

Net premiums written

 

 

961.1

 

 

 

2,371.0

 

 

 

3,332.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

939.1

 

 

 

2,262.6

 

 

 

3,201.7

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

502.3

 

 

 

1,591.1

 

 

 

2,093.4

 

Current year catastrophe losses

 

 

71.7

 

 

 

4.6

 

 

 

76.3

 

Prior years

 

 

(50.2

)

 

 

(90.6

)

 

 

(140.8

)

Total net loss and LAE

 

 

523.8

 

 

 

1,505.1

 

 

 

2,028.9

 

Commissions, brokerage and other underwriting expenses

 

 

315.8

 

 

 

735.0

 

 

 

1,050.8

 

Underwriting profit(2)

 

$

99.5

 

 

$

22.5

 

 

$

122.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(3):

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

53.5

%

 

 

70.3

%

 

 

65.4

%

Current year catastrophe losses

 

 

7.6

%

 

 

0.2

%

 

 

2.4

%

Prior years

 

 

(5.3

%)

 

 

(4.0

%)

 

 

(4.4

%)

Total net loss and LAE

 

 

55.8

%

 

 

66.5

%

 

 

63.4

%

Expense ratio(4)

 

 

33.6

%

 

 

32.5

%

 

 

32.8

%

Combined ratio(5)

 

 

89.4

%

 

 

99.0

%

 

 

96.2

%

 

(1)

Primarily consists of the following reinsurance lines of business: directors’ and officers’ liability; errors and omissions liability; general liability; medical malpractice; ocean marine and aviation; auto liability; accident and health; mortgage reinsurance; surety; and credit.

(2)

Underwriting profit represents net premiums earned less net loss and LAE and commissions, brokerage and other underwriting expenses, all as determined in accordance with GAAP, and does not include net investment income, change in the fair value of equity securities, net realized capital gains, change in allowance for credit losses on available for sale securities, noninsurance revenue, other operating expenses, corporate administration, amortization of intangible assets and interest expense. Underwriting profit is a non-GAAP financial measure and does not replace earnings before income taxes determined in accordance with GAAP as a measure of profitability. See “Comment on Non-GAAP Financial Measures” herein for additional detail on the presentation of our results of operations.

(3)

The loss ratio is derived by dividing the amount of net loss and LAE by net premiums earned, all as determined in accordance with GAAP.

43

(4)

The expense ratio is derived by dividing the amount of commissions, brokerage and other underwriting expenses by net premiums earned, all as determined in accordance with GAAP.

(5)

The combined ratio is the sum of the loss ratio and the expense ratio, all as determined in accordance with GAAP. The combined ratio represents the percentage of each premium dollar a reinsurance or an insurance company has to spend on net loss and LAE, and commissions, brokerage and other underwriting expenses.

Reinsurance Segment: Premiums. The following table presents premiums for the reinsurance segment:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

473.3

 

 

$

455.9

 

 

 

3.8

%

 

$

1,299.2

 

 

$

1,252.6

 

 

 

3.7

%

Net premiums written

 

 

375.9

 

 

 

339.0

 

 

 

10.9

%

 

 

1,044.6

 

 

 

961.1

 

 

 

8.7

%

Net premiums earned

 

 

374.7

 

 

 

327.0

 

 

 

14.6

%

 

 

1,024.8

 

 

 

939.1

 

 

 

9.1

%

Casualty & other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

904.7

 

 

$

787.4

 

 

 

14.9

%

 

$

2,560.2

 

 

$

2,433.0

 

 

 

5.2

%

Net premiums written

 

 

887.3

 

 

 

772.7

 

 

 

14.8

%

 

 

2,516.1

 

 

 

2,371.0

 

 

 

6.1

%

Net premiums earned

 

 

832.6

 

 

 

770.6

 

 

 

8.0

%

 

 

2,386.5

 

 

 

2,262.6

 

 

 

5.5

%

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

1,378.0

 

 

$

1,243.3

 

 

 

10.8

%

 

$

3,859.4

 

 

$

3,685.6

 

 

 

4.7

%

Net premiums written

 

 

1,263.2

 

 

 

1,111.7

 

 

 

13.6

%

 

 

3,560.7

 

 

 

3,332.1

 

 

 

6.9

%

Net premiums earned

 

 

1,207.3

 

 

 

1,097.6

 

 

 

10.0

%

 

 

3,411.3

 

 

 

3,201.7

 

 

 

6.5

%

 

Property. The increases in gross premiums written in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect generally improving rates and growth in non-catastrophe property lines of business and, to a lesser extent, changes in foreign currency exchange rates, partially offset by a decreased participation in a large, global property treaty. The increase in gross premiums written in the third quarter of 2020 from the third quarter of 2019 also reflects growth in catastrophe property lines of business. Gross premiums written related to the Quota Share Treaty were $80.0 million and $207.0 million in the third quarter and first nine months of 2020, respectively, compared with $78.0 million and $197.4 million in the third quarter and first nine months of 2019, respectively. Excluding the impact of changes in foreign currency exchange rates, gross premiums written increased by 2.9 percent in the third quarter of 2020 from the third quarter of 2019, and increased 3.8 percent in the first nine months of 2020 from the first nine months of 2019.

 

The increases in net premiums written in the third quarter and first nine months of 2020 from the corresponding 2019 periods reflect the impacts noted above as well as reductions of ceded premiums.

The increases in net premiums earned in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect the impact of higher gross premiums written and lower ceded premiums written in recent quarters and, to a lesser extent, the impact of changes in foreign currency exchange rates. Excluding the impact of changes in foreign currency exchange rates, net premiums earned increased by 13.5 percent in the third quarter of 2020 from the third quarter of 2019, and increased 9.2 percent in the first nine months of 2020 from the first nine months of 2019.

Casualty & other. The increases in gross premiums written in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect generally improving rates overall and growth in the various traditional casualty and other professional liability lines of business in the U.S. and U.K. and, to a lesser extent, changes in foreign currency exchange rates. The increase in gross premiums written in first nine months of 2020 was partially offset by decreases in automobile lines of business in the U.S. arising from rebates at our cedants in reaction to a Pandemic-driven reduction in personal and commercial automobile usage worldwide. Gross premiums written related to the Quota Share Treaty were $112.2 million and $103.2 million in the third quarter of 2020 and 2019, respectively, and $294.6 million and $311.4 million in the first nine months of 2020 and 2019, respectively. Excluding the impact of changes in foreign currency exchange rates, gross premiums written decreased by 13.5 percent in the third quarter of 2020 from the third quarter of 2019, and increased 5.0 percent in the first nine months of 2020 from the first nine months of 2019.

The increases in net premiums earned in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect the impact of higher gross premiums written in recent quarters and, to a lesser extent, the impact of changes in foreign currency exchange rates. Excluding the impact of changes in foreign currency exchange rates, net premiums earned increased by 6.7 percent in the third quarter of 2020 from the third quarter of 2019, and increased 5.3 percent in the first nine months of 2020 from the first nine months of 2019.

44

Reinsurance Segment: Net loss and LAE. The following table presents net loss and LAE for the reinsurance segment:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

$

206.9

 

 

$

176.7

 

 

 

17.1

%

 

$

579.4

 

 

$

502.3

 

 

 

15.3

%

Current year catastrophe losses

 

 

114.3

 

 

 

71.7

 

 

 

—

 

 

 

322.8

 

 

 

71.7

 

 

 

—

 

Prior years

 

 

(15.1

)

 

 

(23.3

)

 

 

(35.2

%)

 

 

(74.8

)

 

 

(50.2

)

 

 

49.0

%

Total net loss and LAE

 

$

306.1

 

 

$

225.1

 

 

 

36.0

%

 

$

827.4

 

 

$

523.8

 

 

 

58.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

55.2

%

 

 

54.0

%

 

 

 

 

 

 

56.5

%

 

 

53.5

%

 

 

 

 

Current year catastrophe losses

 

 

30.5

%

 

 

21.9

%

 

 

 

 

 

 

31.5

%

 

 

7.6

%

 

 

 

 

Prior years

 

 

(4.0

%)

 

 

(7.1

%)

 

 

 

 

 

 

(7.3

%)

 

 

(5.3

%)

 

 

 

 

Total net loss and LAE

 

 

81.7

%

 

 

68.8

%

 

 

 

 

 

 

80.7

%

 

 

55.8

%

 

 

 

 

Casualty & other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

$

569.1

 

 

$

537.3

 

 

 

5.9

%

 

$

1,657.9

 

 

$

1,591.1

 

 

 

4.2

%

Current year catastrophe losses

 

 

17.3

 

 

 

4.6

 

 

 

—

 

 

 

96.9

 

 

 

4.6

 

 

 

—

 

Prior years

 

 

(33.2

)

 

 

(36.3

)

 

 

(8.5

%)

 

 

(82.4

)

 

 

(90.6

)

 

 

(9.1

%)

Total net loss and LAE

 

$

553.2

 

 

$

505.6

 

 

 

9.4

%

 

$

1,672.4

 

 

$

1,505.1

 

 

 

11.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

68.4

%

 

 

69.7

%

 

 

 

 

 

 

69.5

%

 

 

70.3

%

 

 

 

 

Current year catastrophe losses

 

 

2.1

%

 

 

0.6

%

 

 

 

 

 

 

4.1

%

 

 

0.2

%

 

 

 

 

Prior years

 

 

(4.0

%)

 

 

(4.7

%)

 

 

 

 

 

 

(3.5

%)

 

 

(4.0

%)

 

 

 

 

Total net loss and LAE

 

 

66.5

%

 

 

65.6

%

 

 

 

 

 

 

70.1

%

 

 

66.5

%

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

$

776.0

 

 

$

714.0

 

 

 

8.7

%

 

$

2,237.3

 

 

$

2,093.4

 

 

 

6.9

%

Current year catastrophe losses

 

 

131.6

 

 

 

76.3

 

 

 

—

 

 

 

419.7

 

 

 

76.3

 

 

 

—

 

Prior years

 

 

(48.3

)

 

 

(59.6

)

 

 

(19.0

%)

 

 

(157.2

)

 

 

(140.8

)

 

 

11.6

%

Total net loss and LAE

 

$

859.3

 

 

$

730.7

 

 

 

17.6

%

 

$

2,499.8

 

 

$

2,028.9

 

 

 

23.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

64.3

%

 

 

65.0

%

 

 

 

 

 

 

65.6

%

 

 

65.4

%

 

 

 

 

Current year catastrophe losses

 

 

10.9

%

 

 

7.0

%

 

 

 

 

 

 

12.3

%

 

 

2.4

%

 

 

 

 

Prior years

 

 

(4.0

%)

 

 

(5.4

%)

 

 

 

 

 

 

(4.6

%)

 

 

(4.4

%)

 

 

 

 

Total net loss and LAE

 

 

71.2

%

 

 

66.6

%

 

 

 

 

 

 

73.3

%

 

 

63.4

%

 

 

 

 

 

Property. The increases in net loss and LAE in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect significant catastrophe losses and, to a lesser extent, the impact of higher net premiums earned. For the first nine months of 2020, the increase was partially offset by higher favorable prior accident year loss reserve development.

 

Catastrophe losses in the third quarter and first nine months of 2020 include $34.5 million and $222.9 million, respectively, of Pandemic-related catastrophe losses, as discussed above, as well as $44.5 million from Hurricane Laura. Weather-related catastrophe losses in the third quarter also include losses from typhoons and flooding in Asia and a derecho in August 2020, which caused widespread property and crop damage, primarily in Iowa, and a hailstorm in Alberta Canada,. Catastrophe losses in the first nine months of 2020 also include $20.1 million from an earthquake in Puerto Rico.

45

Net loss and LAE in the third quarter and first nine months of 2020 and 2019 include (favorable) unfavorable prior accident year loss reserve development as presented in the table below:

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

 

September 30,

 

 

 

September 30,

 

 

 

 

2020

 

 

 

2019

 

 

 

2020

 

 

 

2019

 

 

 

 

($ in millions)

 

 

Catastrophe events

 

$

4.6

 

 

 

$

(12.5

)

(1)

 

$

(27.3

)

(2)

 

$

(14.0

)

(3)

Non-catastrophe

 

 

(19.7

)

(4)

 

 

(10.8

)

(5)

 

 

(47.5

)

(4)

 

 

(36.2

)

(5)

Total

 

$

(15.1

)

 

 

$

(23.3

)

 

 

$

(74.8

)

 

 

$

(50.2

)

 

 

(1)

Primarily reflects favorable prior accident year loss reserve development related to wildfires in California in the 2018 accident year.

(2)

Primarily reflects favorable prior accident year loss reserve development related to Typhoon Hagibis in the 2019 accident year and, to a lesser extent, catastrophic events in the 2018 accident year.

(3)

Primarily reflects favorable prior accident year loss reserve development related to wildfires in California in the 2018 accident year, partially offset by unfavorable prior accident year loss reserve development related to Typhoon Jebi in the 2018 accident year.

(4)

Primarily reflects favorable prior accident year loss reserve development in recent accident years.

(5)

Primarily reflects favorable prior accident year loss reserve development in the 2018 accident year.

 

The favorable prior accident year loss reserve development in the third quarter and first nine months of 2020 reflects favorable loss emergence compared with loss emergence patterns assumed in prior periods. The favorable prior accident year loss reserve development in the first nine months of 2020 did not impact assumptions used in estimating TransRe’s loss and LAE liabilities for business earned in the first nine months of 2020.

Casualty & other. The increase in net loss and LAE in the third quarter of 2020 from the third quarter of 2019 primarily reflects the impact of higher net premiums earned and higher catastrophe losses. The increase in net loss and LAE in the first nine months of 2020 from the first nine months of 2019 primarily reflects higher catastrophe losses and, to a lesser extent, the impact of higher net premiums earned. Pandemic-related catastrophe losses totaled $13.5 million and $92.9 million in the third quarter and first nine months of 2020, respectively. Catastrophe losses also include $3.4 million from Hurricane Laura and $0.4 million from other events.

Net loss and LAE in the third quarter and first nine months of 2020 and 2019 include (favorable) unfavorable prior accident year loss reserve development as presented in the table below:

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

 

September 30,

 

 

 

September 30,

 

 

 

 

2020

 

 

 

2019

 

 

 

2020

 

 

 

2019

 

 

 

 

($ in millions)

 

 

Malpractice Treaties(1)

 

$

—

 

 

 

$

—

 

 

 

$

—

 

 

 

$

(1.4

)

 

Catastrophe events

 

 

0.4

 

 

 

 

(2.6

)

 

 

 

(2.1

)

 

 

 

(3.1

)

 

Other

 

 

(33.6

)

(2)

 

 

(33.7

)

(3)

 

 

(80.3

)

(4)

 

 

(86.1

)

(3)

Total

 

$

(33.2

)

 

 

$

(36.3

)

 

 

$

(82.4

)

 

 

$

(90.6

)

 

 

(1)

Represents certain malpractice treaties pursuant to which the increased underwriting profits created by the favorable prior accident year loss reserve development are largely retained by the cedants. As a result, the favorable prior accident year loss reserve development is largely offset by an increase in profit commission expense incurred when such favorable prior accident year loss reserve development occurs.

(2)

Primarily reflects favorable prior accident year loss reserve development in the shorter-tailed lines of business in the 2018 and 2019.

(3)

Primarily reflects favorable prior accident year loss reserve development in the longer-tailed lines of business in the 2015 and prior accident years, partially offset by unfavorable prior accident year loss reserve development in the 2016 through 2018 accident years, largely from short-tailed lines of business

(4)

Primarily reflects favorable prior accident year loss reserve development in the longer-tailed lines of business in the 2013 and earlier accident years and in the shorter-tailed lines of business in the 2017 accident year, partially offset by unfavorable prior accident year loss reserve development in the longer- and shorter-tailed lines of business in the 2015 accident year.

The favorable prior accident year loss reserve development in the third quarter and first nine months of 2020 reflects favorable loss emergence compared with loss emergence patterns assumed in prior periods. The favorable prior accident year loss reserve development in the first nine months of 2020 did not impact assumptions used in estimating TransRe’s loss and LAE liabilities for business earned in the first nine months of 2020.

46

Reinsurance Segment: Commissions, brokerage and other underwriting expenses. The following table presents commissions, brokerage and other underwriting expenses for the reinsurance segment:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, brokerage and other underwriting expenses

 

$

112.4

 

 

$

108.3

 

 

 

3.8

%

 

$

314.6

 

 

$

315.8

 

 

 

(0.4

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio

 

 

30.0

%

 

 

33.1

%

 

 

 

 

 

 

30.7

%

 

 

33.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty & other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, brokerage and other underwriting expenses

 

$

259.0

 

 

$

252.6

 

 

 

2.5

%

 

$

729.6

 

 

$

735.0

 

 

 

(0.7

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio

 

 

31.1

%

 

 

32.8

%

 

 

 

 

 

 

30.6

%

 

 

32.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, brokerage and other underwriting expenses

 

$

371.4

 

 

$

360.9

 

 

 

2.9

%

 

$

1,044.2

 

 

$

1,050.8

 

 

 

(0.6

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio

 

 

30.8

%

 

 

32.9

%

 

 

 

 

 

 

30.6

%

 

 

32.8

%

 

 

 

 

 

Property. The increase in commissions, brokerage and other underwriting expenses in the third quarter of 2020 from the third quarter of 2019 primarily reflects the impact of higher net premiums earned, as discussed above, partially offset by lower overall commission rates, lower annual incentive compensation accruals and a Pandemic-driven reduction in travel and entertainment costs.  The slight decrease in commissions, brokerage and other underwriting expenses in the first nine months of 2020 from the first nine months of 2019 primarily reflects lower overall commission rates, lower annual incentive compensation accruals and a Pandemic-driven reduction in travel and entertainment costs, partially offset by the impact of higher net premiums earned, as discussed above.

Casualty & other. The increase in commissions, brokerage and other underwriting expenses in the third quarter of 2020 from the third quarter of 2019 primarily reflects the impact of higher net premiums earned, as discussed above, partially offset by lower overall commission rates, lower annual incentive compensation accruals and a Pandemic-driven reduction in travel and entertainment costs.  The slight decrease in commissions, brokerage and other underwriting expenses in the first nine months of 2020 from the first nine months of 2019 primarily reflects lower overall commission rates, lower annual incentive compensation accruals and a Pandemic-driven reduction in travel and entertainment costs, partially offset by the impact of higher net premiums earned, as discussed above.

Reinsurance Segment: Underwriting profit. The following table presents underwriting profit (loss) for the reinsurance segment:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting (loss) profit

 

$

(43.8

)

 

$

(6.4

)

 

 

584.4

%

 

$

(117.2

)

 

$

99.5

 

 

 

(217.8

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio

 

 

111.7

%

 

 

101.9

%

 

 

 

 

 

 

111.4

%

 

 

89.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casualty & other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting profit (loss)

 

$

20.4

 

 

$

12.4

 

 

 

64.5

%

 

$

(15.5

)

 

$

22.5

 

 

 

(168.9

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio

 

 

97.6

%

 

 

98.4

%

 

 

 

 

 

 

100.7

%

 

 

99.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting (loss) profit

 

$

(23.4

)

 

$

6.0

 

 

 

(490.0

%)

 

$

(132.7

)

 

$

122.0

 

 

 

(208.8

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio

 

 

102.0

%

 

 

99.5

%

 

 

 

 

 

 

103.9

%

 

 

96.2

%

 

 

 

 

 

Property. The increase in underwriting losses in the third quarter of 2020 from the the third quarter of 2019 and the underwriting loss in the first nine months of 2020 compared with the underwriting profit in the first nine months of 2019 primarily reflect significantly higher catastrophe losses, which include losses related to the Pandemic, as discussed above.

47

 

Casualty & other. The increase in underwriting profit in the third quarter of 2020 from the third quarter of 2019 primarily reflects an increase in net premiums earned, partially offset by an increase in losses and LAE, as dicussed above. The underwriting loss in the first nine months of 2020 compared with the underwriting profit in the first nine months of 2019 primarily reflect casualty-related Pandemic catastrophe losses, as discussed above.

Insurance Segment Underwriting Results

The insurance segment is composed of AIHL’s RSUI and CapSpecialty operating subsidiaries. RSUI also writes a modest amount of assumed reinsurance business, which is included in the insurance segment. For a more detailed description of our insurance segment, see Part I, Item 1, “Business—Segment Information—Insurance Segment” of the 2019 Form 10-K.

The underwriting results of the insurance segment are presented below:

 

Three Months Ended September 30, 2020

 

RSUI

 

 

CapSpecialty

 

 

Total

 

 

 

($ in millions)

 

Gross premiums written

 

$

410.8

 

 

$

111.8

 

 

$

522.6

 

Net premiums written

 

 

271.9

 

 

 

102.0

 

 

 

373.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

260.4

 

 

 

89.2

 

 

 

349.6

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

136.5

 

 

 

53.7

 

 

 

190.2

 

Current year catastrophe losses

 

 

134.6

 

 

 

3.6

 

 

 

138.2

 

Prior years

 

 

(14.5

)

 

 

0.5

 

 

 

(14.0

)

Total net loss and LAE

 

 

256.6

 

 

 

57.8

 

 

 

314.4

 

Commissions, brokerage and other underwriting expenses

 

 

58.8

 

 

 

34.3

 

 

 

93.1

 

Underwriting (loss)(1)

 

$

(55.0

)

 

$

(2.9

)

 

$

(57.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(2):

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

52.4

%

 

 

60.1

%

 

 

54.4

%

Current year catastrophe losses

 

 

51.7

%

 

 

4.0

%

 

 

39.5

%

Prior years

 

 

(5.6

%)

 

 

0.6

%

 

 

(4.0

%)

Total net loss and LAE

 

 

98.5

%

 

 

64.7

%

 

 

89.9

%

Expense ratio(3)

 

 

22.6

%

 

 

38.5

%

 

 

26.6

%

Combined ratio(4)

 

 

121.1

%

 

 

103.2

%

 

 

116.5

%

 

Three Months Ended September 30, 2019

 

RSUI

 

 

CapSpecialty

 

 

Total

 

 

 

($ in millions)

 

Gross premiums written

 

$

319.7

 

 

$

95.6

 

 

$

415.3

 

Net premiums written

 

 

213.4

 

 

 

88.8

 

 

 

302.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

208.9

 

 

 

83.5

 

 

 

292.4

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

109.1

 

 

 

47.6

 

 

 

156.7

 

Current year catastrophe losses

 

 

18.0

 

 

 

1.6

 

 

 

19.6

 

Prior years

 

 

(1.2

)

 

 

1.9

 

 

 

0.7

 

Total net loss and LAE

 

 

125.9

 

 

 

51.1

 

 

 

177.0

 

Commissions, brokerage and other underwriting expenses

 

 

55.7

 

 

 

32.9

 

 

 

88.6

 

Underwriting profit (loss)(1)

 

$

27.3

 

 

$

(0.5

)

 

$

26.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(2):

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

52.3

%

 

 

57.1

%

 

 

53.7

%

Current year catastrophe losses

 

 

8.6

%

 

 

1.8

%

 

 

6.7

%

Prior years

 

 

(0.6

%)

 

 

2.4

%

 

 

0.2

%

Total net loss and LAE

 

 

60.3

%

 

 

61.3

%

 

 

60.6

%

Expense ratio(3)

 

 

26.7

%

 

 

39.4

%

 

 

30.3

%

Combined ratio(4)

 

 

87.0

%

 

 

100.7

%

 

 

90.9

%

48

 

Nine Months Ended September 30, 2020

 

RSUI

 

 

CapSpecialty

 

 

Total

 

 

 

($ in millions)

 

Gross premiums written

 

$

1,251.3

 

 

$

298.5

 

 

$

1,549.8

 

Net premiums written

 

 

816.4

 

 

 

271.7

 

 

 

1,088.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

731.3

 

 

 

253.5

 

 

 

984.8

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

376.6

 

 

 

151.6

 

 

 

528.2

 

Current year catastrophe losses

 

 

191.4

 

 

 

4.9

 

 

 

196.3

 

Prior years

 

 

0.5

 

 

 

0.7

 

 

 

1.2

 

Total net loss and LAE

 

 

568.5

 

 

 

157.2

 

 

 

725.7

 

Commissions, brokerage and other underwriting expenses

 

 

169.4

 

 

 

102.3

 

 

 

271.7

 

Underwriting profit (loss)(1)

 

$

(6.6

)

 

$

(6.0

)

 

$

(12.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(2):

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

51.4

%

 

 

59.8

%

 

 

53.7

%

Current year catastrophe losses

 

 

26.2

%

 

 

1.9

%

 

 

19.9

%

Prior years

 

 

0.1

%

 

 

0.3

%

 

 

0.1

%

Total net loss and LAE

 

 

77.7

%

 

 

62.0

%

 

 

73.7

%

Expense ratio(3)

 

 

23.2

%

 

 

40.3

%

 

 

27.6

%

Combined ratio(4)

 

 

100.9

%

 

 

102.3

%

 

 

101.3

%

 

Nine Months Ended September 30, 2019

 

RSUI

 

 

CapSpecialty

 

 

Total

 

 

 

($ in millions)

 

Gross premiums written

 

$

991.1

 

 

$

272.3

 

 

$

1,263.4

 

Net premiums written

 

 

661.7

 

 

 

252.2

 

 

 

913.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net premiums earned

 

 

603.7

 

 

 

237.9

 

 

 

841.6

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

306.4

 

 

 

134.6

 

 

 

441.0

 

Current year catastrophe losses

 

 

36.8

 

 

 

2.4

 

 

 

39.2

 

Prior years

 

 

(17.4

)

 

 

5.3

 

 

 

(12.1

)

Total net loss and LAE

 

 

325.8

 

 

 

142.3

 

 

 

468.1

 

Commissions, brokerage and other underwriting expenses

 

 

167.2

 

 

 

96.0

 

 

 

263.2

 

Underwriting profit(1)

 

$

110.7

 

 

$

(0.4

)

 

$

110.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio(2):

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

50.8

%

 

 

56.6

%

 

 

52.3

%

Current year catastrophe losses

 

 

6.1

%

 

 

1.0

%

 

 

4.7

%

Prior years

 

 

(2.9

%)

 

 

2.2

%

 

 

(1.4

%)

Total net loss and LAE

 

 

54.0

%

 

 

59.8

%

 

 

55.6

%

Expense ratio(3)

 

 

27.7

%

 

 

40.3

%

 

 

31.3

%

Combined ratio(4)

 

 

81.7

%

 

 

100.1

%

 

 

86.9

%

 

(1)

Underwriting profit represents net premiums earned less net loss and LAE and commissions, brokerage and other underwriting expenses, all as determined in accordance with GAAP, and does not include net investment income, change in the fair value of equity securities, net realized capital gains, change in allowance for credit losses on available for sale securities, noninsurance revenue, other operating expenses, corporate administration, amortization of intangible assets and interest expense. Underwriting profit is a non-GAAP financial measure and does not replace earnings before income taxes determined in accordance with GAAP as a measure of profitability. See “Comment on Non-GAAP Financial Measures” herein for additional detail on the presentation of our results of operations.

(2)

The loss ratio is derived by dividing the amount of net loss and LAE by net premiums earned, all as determined in accordance with GAAP.

(3)

The expense ratio is derived by dividing the amount of commissions, brokerage and other underwriting expenses by net premiums earned, all as determined in accordance with GAAP.

(4)

The combined ratio is the sum of the loss ratio and the expense ratio, all as determined in accordance with GAAP. The combined ratio represents the percentage of each premium dollar a reinsurance or an insurance company has to spend on net loss and LAE, and commissions, brokerage and other underwriting expenses.

49

Insurance Segment: Premiums. The following table presents premiums for the insurance segment:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

RSUI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

410.8

 

 

$

319.7

 

 

 

28.5

%

 

$

1,251.3

 

 

$

991.1

 

 

 

26.3

%

Net premiums written

 

 

271.9

 

 

 

213.4

 

 

 

27.4

%

 

 

816.4

 

 

 

661.7

 

 

 

23.4

%

Net premiums earned

 

 

260.4

 

 

 

208.9

 

 

 

24.7

%

 

 

731.3

 

 

 

603.7

 

 

 

21.1

%

CapSpecialty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

111.8

 

 

$

95.6

 

 

 

16.9

%

 

$

298.5

 

 

$

272.3

 

 

 

9.6

%

Net premiums written

 

 

102.0

 

 

 

88.8

 

 

 

14.9

%

 

 

271.7

 

 

 

252.2

 

 

 

7.7

%

Net premiums earned

 

 

89.2

 

 

 

83.5

 

 

 

6.8

%

 

 

253.5

 

 

 

237.9

 

 

 

6.6

%

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums written:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross premiums written

 

$

522.6

 

 

$

415.3

 

 

 

25.8

%

 

$

1,549.8

 

 

$

1,263.4

 

 

 

22.7

%

Net premiums written

 

 

373.9

 

 

 

302.2

 

 

 

23.7

%

 

 

1,088.1

 

 

 

913.9

 

 

 

19.1

%

Net premiums earned

 

 

349.6

 

 

 

292.4

 

 

 

19.6

%

 

 

984.8

 

 

 

841.6

 

 

 

17.0

%

 

RSUI. The increases in gross premiums written in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect growth in most lines of business due to increases in business opportunities, higher rates and improved general market conditions, particularly in the property, directors’ and officers’ liability and umbrella/excess lines of business.

The increases in net premiums earned in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect increases in gross premiums written in recent quarters, partially offset by higher ceded premiums earned related to the growth in the heavily-reinsured property lines of business.

CapSpecialty. The increases in gross premiums written in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect growth in the professional liability and healthcare lines of business, due to increases in business opportunities, CapSpecialty’s expanded product offerings and the impact of CapSpecialty’s purchases of certain renewal rights in September 2019 and May 2020, partially offset by a curtailment of certain unprofitable broker relationships.

The increases in net premiums earned in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect increases in gross premiums written in recent quarters.

50

Insurance Segment: Net loss and LAE. The following table presents net loss and LAE for the insurance segment:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

RSUI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

$

136.5

 

 

$

109.1

 

 

 

25.1

%

 

$

376.6

 

 

$

306.4

 

 

 

22.9

%

Current year catastrophe losses

 

 

134.6

 

 

 

18.0

 

 

 

647.8

%

 

 

191.4

 

 

 

36.8

 

 

 

420.1

%

Prior years

 

 

(14.5

)

 

 

(1.2

)

 

 

1,108.3

%

 

 

0.5

 

 

 

(17.4

)

 

 

(102.9

%)

Total net loss and LAE

 

$

256.6

 

 

$

125.9

 

 

 

103.8

%

 

$

568.5

 

 

$

325.8

 

 

 

74.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

52.4

%

 

 

52.3

%

 

 

 

 

 

 

51.4

%

 

 

50.8

%

 

 

 

 

Current year catastrophe losses

 

 

51.7

%

 

 

8.6

%

 

 

 

 

 

 

26.2

%

 

 

6.1

%

 

 

 

 

Prior years

 

 

(5.6

%)

 

 

(0.6

%)

 

 

 

 

 

 

0.1

%

 

 

(2.9

%)

 

 

 

 

Total net loss and LAE

 

 

98.5

%

 

 

60.3

%

 

 

 

 

 

 

77.7

%

 

 

54.0

%

 

 

 

 

CapSpecialty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

$

53.7

 

 

$

47.6

 

 

 

12.8

%

 

$

151.6

 

 

$

134.6

 

 

 

12.6

%

Current year catastrophe losses

 

 

3.6

 

 

 

1.6

 

 

 

125.0

%

 

 

4.9

 

 

 

2.4

 

 

 

104.2

%

Prior years

 

 

0.5

 

 

 

1.9

 

 

 

(73.7

%)

 

 

0.7

 

 

 

5.3

 

 

 

(86.8

%)

Total net loss and LAE

 

$

57.8

 

 

$

51.1

 

 

 

13.1

%

 

$

157.2

 

 

$

142.3

 

 

 

10.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

60.1

%

 

 

57.1

%

 

 

 

 

 

 

59.8

%

 

 

56.6

%

 

 

 

 

Current year catastrophe losses

 

 

4.0

%

 

 

1.8

%

 

 

 

 

 

 

1.9

%

 

 

1.0

%

 

 

 

 

Prior years

 

 

0.6

%

 

 

2.4

%

 

 

 

 

 

 

0.3

%

 

 

2.2

%

 

 

 

 

Total net loss and LAE

 

 

64.7

%

 

 

61.3

%

 

 

 

 

 

 

62.0

%

 

 

59.8

%

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and LAE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

$

190.2

 

 

$

156.7

 

 

 

21.4

%

 

$

528.2

 

 

$

441.0

 

 

 

19.8

%

Current year catastrophe losses

 

 

138.2

 

 

 

19.6

 

 

 

605.1

%

 

 

196.3

 

 

 

39.2

 

 

 

400.8

%

Prior years

 

 

(14.0

)

 

 

0.7

 

 

 

(2,100.0

%)

 

 

1.2

 

 

 

(12.1

)

 

 

(109.9

%)

Total net loss and LAE

 

$

314.4

 

 

$

177.0

 

 

 

77.6

%

 

$

725.7

 

 

$

468.1

 

 

 

55.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current year (excluding catastrophe losses)

 

 

54.4

%

 

 

53.7

%

 

 

 

 

 

 

53.7

%

 

 

52.3

%

 

 

 

 

Current year catastrophe losses

 

 

39.5

%

 

 

6.7

%

 

 

 

 

 

 

19.9

%

 

 

4.7

%

 

 

 

 

Prior years

 

 

(4.0

%)

 

 

0.2

%

 

 

 

 

 

 

0.1

%

 

 

(1.4

%)

 

 

 

 

Total net loss and LAE

 

 

89.9

%

 

 

60.6

%

 

 

 

 

 

 

73.7

%

 

 

55.6

%

 

 

 

 

 

RSUI. The increases in net loss and LAE in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect higher catastrophe losses and, to a lesser extent, the impact of higher net premiums earned.

Catastrophe losses in the third quarter and first nine months of 2020 include $56.5 million from Hurricane Sally and $53.0 million from Hurricane Laura. Catastrophe losses in the first nine months of 2020 also include losses from severe weather and flooding in the Southeastern U.S. and a tornado in Tennessee. Catastrophe losses in the first nine months of 2020 also include $20.3 million of Pandemic losses, which primarily relate to business interruption and related estimated legal expenses. Catastrophe losses in the third quarter and first nine months of 2019 primarily relate to severe weather and flooding in the Midwestern U.S.

51

Net loss and LAE in the third quarter and first nine months of 2020 and 2019 include (favorable) unfavorable prior accident year loss reserve development as presented in the table below:

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

 

September 30,

 

 

 

September 30,

 

 

 

 

2020

 

 

 

2019

 

 

 

2020

 

 

 

2019

 

 

 

 

($ in millions)

 

 

Casualty

 

$

(6.6

)

(1)

 

$

(0.2

)

(2)

 

$

8.9

 

(3)

 

$

(17.9

)

(2)

Property and other

 

 

(7.9

)

(4)

 

 

(1.0

)

 

 

 

(8.4

)

(4)

 

 

0.5

 

 

Total

 

$

(14.5

)

 

 

$

(1.2

)

 

 

$

0.5

 

 

 

$

(17.4

)

 

 

(1)

Primarily reflects favorable prior accident year loss reserve development in the directors’ and officers’ liability and umbrella/excess lines of business in the 2011 through 2015 accident years, partially offset by unfavorable prior accident year loss reserve development in the professional liability and binding authority lines of business in recent accident years.

(2)

Primarily reflects favorable prior accident year loss reserve development in the directors’ and officers’ liability and umbrella/excess lines of business in the 2011 through 2015 accident years, partially offset by unfavorable prior accident year loss reserve development in the professional liability lines of business in recent accident years.

(3)

Primarily reflects unfavorable prior accident year loss reserve development in the professional liability lines of business in the 2017 through 2019 accident years, partially offset by favorable prior accident year loss reserve development in the directors’ and officers’ liability and umbrella/excess lines of business in the 2011 through 2015 accident years.

(4)

Primarily reflects favorable prior accident year loss reserve development related to the assumed property reinsurance lines of business from Asian catastrophe losses in the 2019 and 2018 accident years and, to a lesser extent, favorable prior accident year loss reserve development also reflects U.S. catastrophe losses in the 2018 accident year.

The favorable prior accident year loss reserve development in the third quarter of 2020 and the unfavorable prior accident year reserve development in first nine months of 2020 reflect favorable and unfavorable loss emergence, respectively, compared with loss emergence patterns assumed in prior periods. The unfavorable prior accident year loss reserve development in the first nine months of 2020 did not impact assumptions used in estimating RSUI’s loss and LAE liabilities for business earned in the first nine months of 2020.

CapSpecialty. The increases in net loss and LAE in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect the impact of higher net premiums earned, higher current accident year losses and $3.0 million of Pandemic-related catastrophe losses, partially offset by less unfavorable prior accident year loss reserve development.

Net loss and LAE in the third quarter and first nine months of 2020 includes modest amounts of unfavorable prior accident year loss reserve development primarily related to certain specialty lines of business written through a program administrator in connection with a terminated program in the 2009 and 2010 accident years.

Net loss and LAE in the third quarter of 2019 includes unfavorable prior accident year loss reserve development primarily related to the professional liability lines of business in the recent accident year. Net loss and LAE in the first nine months of 2019 also include unfavorable prior accident year loss reserve development in certain specialty lines of business written through a program administrator in connection with a terminated program in the 2009 and 2010 accident years and, to a lesser extent, unfavorable prior accident year loss reserve development in the professional liability lines of business in recent accident years.

Insurance Segment: Commissions, brokerage and other underwriting expenses. The following table presents commissions, brokerage and other underwriting expenses for the insurance segment:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

RSUI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, brokerage and other underwriting expenses

 

$

58.8

 

 

$

55.7

 

 

 

5.6

%

 

$

169.4

 

 

$

167.2

 

 

 

1.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio

 

 

22.6

%

 

 

26.7

%

 

 

 

 

 

 

23.2

%

 

 

27.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapSpecialty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, brokerage and other underwriting expenses

 

$

34.3

 

 

$

32.9

 

 

 

4.3

%

 

$

102.3

 

 

$

96.0

 

 

 

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio

 

 

38.5

%

 

 

39.4

%

 

 

 

 

 

 

40.3

%

 

 

40.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, brokerage and other underwriting expenses

 

$

93.1

 

 

$

88.6

 

 

 

5.1

%

 

$

271.7

 

 

$

263.2

 

 

 

3.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense ratio

 

 

26.6

%

 

 

30.3

%

 

 

 

 

 

 

27.6

%

 

 

31.3

%

 

 

 

 

 

52

RSUI. The increases in commissions, brokerage and other underwriting expenses in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect the impact of higher net premiums earned, as discussed above, partially offset by lower overall commission rates, lower annual incentive compensation accruals and a Pandemic-driven reduction in travel and entertainment costs.

CapSpecialty. The increases in commissions, brokerage and other underwriting expenses in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect the impact of higher net premiums earned, higher overall commission rates and investments in technology.

Insurance Segment: Underwriting profit. The following table presents our underwriting profit (loss) for the insurance segment:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

RSUI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting (loss) profit

 

$

(55.0

)

 

$

27.3

 

 

 

(301.5

%)

 

$

(6.6

)

 

$

110.7

 

 

 

(106.0

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio

 

 

121.1

%

 

 

87.0

%

 

 

 

 

 

 

100.9

%

 

 

81.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapSpecialty

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting (loss) profit

 

$

(2.9

)

 

$

(0.5

)

 

 

480.0

%

 

$

(6.0

)

 

$

(0.4

)

 

 

1,400.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio

 

 

103.2

%

 

 

100.7

%

 

 

 

 

 

 

102.3

%

 

 

100.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Underwriting (loss) profit

 

$

(57.9

)

 

$

26.8

 

 

 

(316.0

%)

 

$

(12.6

)

 

$

110.3

 

 

 

(111.4

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Combined ratio

 

 

116.5

%

 

 

90.9

%

 

 

 

 

 

 

101.3

%

 

 

86.9

%

 

 

 

 

 

RSUI. The underwriting losses in the third quarter and first nine months of 2020 compared with the underwriting profit in the third quarter and first nine months of 2019 primarily reflect higher catastrophe losses, as discussed above.

 

CapSpecialty. The increases in underwriting losses in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect higher current accident year losses, Pandemic-related losses and, to a lesser extent, higher commissions, brokerage and other underwriting expenses, partially offset by less unfavorable prior accident year loss reserve development, all as discussed above.

Investment Results for the Reinsurance and Insurance Segments

The following table presents the investment results for our reinsurance and insurance segments:

 

 

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

Percent

 

 

September 30,

 

 

Percent

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

 

($ in millions)

 

Net investment income

 

$

122.7

 

 

$

145.1

 

 

 

(15.4

%)

 

$

347.8

 

 

$

401.5

 

 

 

(13.4

%)

Change in the fair value of equity securities

 

 

103.4

 

 

 

(16.7

)

 

 

(719.2

%)

 

 

(176.0

)

 

 

515.7

 

 

 

(134.1

%)

Net realized capital gains

 

 

1.7

 

 

 

4.1

 

 

 

(58.5

%)

 

 

36.8

 

 

 

20.4

 

 

 

80.4

%

Change in allowance for credit losses on available for sale securities

 

 

3.4

 

 

 

(3.6

)

 

 

(194.4

%)

 

 

(10.7

)

 

 

(13.6

)

 

 

(21.3

%)

 

Net investment income. The decrease in net investment income in the third quarter of 2020 from the third quarter of 2019 primarily reflects lower interest income and, to a lesser extent, lower dividend income, partially offset by higher partnership income. The decrease in net investment income in the first nine months of 2020 from the first nine months of 2019 primarily reflects lower interest income and, to a lesser extent, lower partnership income and dividend income.

 

Lower interest income reflects the impact of low reinvestment yields on debt securities and lower yields on short term investments and floating-rate debt securities. Lower dividend income reflects reductions in our equity security portfolio. Lower partnership income in the first nine months of 2020 reflects the impact of the Pandemic on lower-quality debt securities held by certain of our investment partnerships, and higher partnership income in the third quarter of 2020 reflects a partial recovery of these lower-quality debt securities held by certain of our investment partnerships.  

 

53

Change in the fair value of equity securities. The change in the fair value of equity securities in the first nine months of 2020 reflects depreciation in the value of our equity securities portfolio due primarily to the impact of the Pandemic and related economic and financial market disruptions. The change in the fair value of equity securities in the third quarter of 2020 reflects a partial recovery of the equity markets and our equity securities portfolio, as concerns about the Pandemic moderated. The change in the fair value of equity securities in the third quarter of 2019 reflects modest depreciation in the value of our equity securities portfolio, primarily from our holdings in the industrial sector. The change in the fair value of equity securities in the first nine months of 2019 reflects appreciation in the value of our equity securities portfolio, primarily from our holdings in the technology, industrial and financial sectors.

Net realized capital gains. The decrease in net realized gains in the third quarter of 2020 from the third quarter of 2019 primarily reflects lower realized gains from the sale of our debt securities. The increase in net realized gains in the first nine months of 2020 from the first nine months of 2019 primarily reflects higher realized gains from the sale of our debt securities.

Change in allowance for credit losses on available for sale securities. The change in allowance for credit losses on AFS securities in the first nine months of 2020 reflect $10.7 million of unrealized losses on debt securities, primarily related to the energy sector and lower-quality corporate bonds in other sectors due to a significant decline in their fair value relative to their amortized cost.  The $10.7 million is net of a $3.4 million reduction of credit losses on AFS securities in the third quarter of 2020, arising primarily from improved bond market conditions and bond sales.  The change in allowance for credit losses on AFS securities in the first nine months of 2019 reflects $13.6 million, primarily related to the energy sector and the deterioration of creditworthiness of the issuers.

See Note 3 to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional detail on credit losses, credit quality and gross unrealized investment losses for debt securities as of and for the three and nine months ended September 30, 2020.

Alleghany Capital Segment Results

The Alleghany Capital segment consists of: (i) industrial operations conducted through PCT, Kentucky Trailer, W&W|AFCO Steel and Wilbert; (ii) non-industrial operations conducted through IPS, Jazwares and Concord; and (iii) corporate operations at the Alleghany Capital level, which include certain hotel development projects. On April 1, 2020, Alleghany Capital acquired an additional approximately 55 percent of Wilbert it previously did not own, bringing its equity interest in Wilbert to approximately 100 percent, and as of that date, the results of Wilbert were included in our consolidated results. Prior to April 1, 2020, Wilbert was accounted for under the equity method of accounting and was included in other assets.

The following table presents the results of the Alleghany Capital segment for the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended September 30, 2020

 

 

Three Months Ended September 30, 2019

 

 

 

Industrial

 

 

Non-

industrial

 

 

Corp. &

other

 

 

Total

 

 

Industrial

 

 

Non-

industrial

 

 

Corp. &

other

 

 

Total

 

 

 

($ in millions)

 

Noninsurance revenue(1)

 

$

324.2

 

 

$

389.6

 

 

$

—

 

 

$

713.8

 

 

$

286.8

 

 

$

341.2

 

 

$

—

 

 

$

628.0

 

Net investment income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1.4

 

 

 

(0.2

)

 

 

—

 

 

 

1.2

 

Net realized capital gains

 

 

0.3

 

 

 

(0.1

)

 

 

13.7

 

 

 

13.9

 

 

 

0.1

 

 

 

(0.3

)

 

 

—

 

 

 

(0.2

)

Total revenues

 

$

324.5

 

 

$

389.5

 

 

$

13.7

 

 

$

727.7

 

 

$

288.3

 

 

$

340.7

 

 

$

—

 

 

$

629.0

 

Other operating expenses(1)

 

 

291.2

 

 

 

348.0

 

 

 

4.2

 

 

 

643.4

 

 

 

266.0

 

 

 

307.8

 

 

 

4.4

 

 

 

578.2

 

Amortization of intangible assets

 

 

4.0

 

 

 

7.0

 

 

 

—

 

 

 

11.0

 

 

 

2.9

 

 

 

4.8

 

 

 

—

 

 

 

7.7

 

Interest expense

 

 

2.0

 

 

 

1.5

 

 

 

(0.2

)

 

 

3.3

 

 

 

3.1

 

 

 

1.7

 

 

 

0.4

 

 

 

5.2

 

Earnings (losses) before income taxes

 

$

27.3

 

 

$

33.0

 

 

$

9.7

 

 

$

70.0

 

 

$

16.3

 

 

$

26.4

 

 

$

(4.8

)

 

$

37.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (losses) before income taxes

 

$

27.3

 

 

$

33.0

 

 

$

9.7

 

 

$

70.0

 

 

$

16.3

 

 

$

26.4

 

 

$

(4.8

)

 

$

37.9

 

Less: net realized capital gains

 

 

(0.3

)

 

 

0.1

 

 

 

(13.7

)

 

 

(13.9

)

 

 

(0.1

)

 

 

0.3

 

 

 

—

 

 

 

0.2

 

Add: amortization of intangible assets

 

 

4.0

 

 

 

7.0

 

 

 

—

 

 

 

11.0

 

 

 

2.9

 

 

 

4.8

 

 

 

—

 

 

 

7.7

 

Adjusted earnings (losses) before income taxes(2)

 

$

31.0

 

 

$

40.1

 

 

$

(4.0

)

 

$

67.1

 

 

$

19.1

 

 

$

31.5

 

 

$

(4.8

)

 

$

45.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54

 

 

Nine Months Ended September 30, 2020

 

 

Nine Months Ended September 30, 2019

 

 

 

Industrial

 

 

Non-

industrial

 

 

Corp. &

other

 

 

Total

 

 

Industrial

 

 

Non-

industrial

 

 

Corp. &

other

 

 

Total

 

 

 

($ in millions)

 

Noninsurance revenue(1)

 

$

847.3

 

 

$

806.9

 

 

$

0.1

 

 

$

1,654.3

 

 

$

865.2

 

 

$

861.2

 

 

$

0.4

 

 

$

1,726.8

 

Net investment income

 

 

1.8

 

 

 

—

 

 

 

—

 

 

 

1.8

 

 

 

3.7

 

 

 

(0.3

)

 

 

—

 

 

 

3.4

 

Net realized capital gains

 

 

5.6

 

 

 

(0.4

)

 

 

30.1

 

 

 

35.3

 

 

 

0.7

 

 

 

(0.4

)

 

 

—

 

 

 

0.3

 

Total revenues

 

$

854.7

 

 

$

806.5

 

 

$

30.2

 

 

$

1,691.4

 

 

$

869.6

 

 

$

860.5

 

 

$

0.4

 

 

$

1,730.5

 

Other operating expenses(1)

 

 

799.7

 

 

 

759.6

 

 

 

8.4

 

 

 

1,567.7

 

 

 

800.3

 

 

 

776.2

 

 

 

15.5

 

 

 

1,592.0

 

Amortization of intangible assets

 

 

11.4

 

 

 

20.9

 

 

 

—

 

 

 

32.3

 

 

 

9.3

 

 

 

13.5

 

 

 

—

 

 

 

22.8

 

Interest expense

 

 

6.5

 

 

 

5.6

 

 

 

(0.7

)

 

 

11.4

 

 

 

9.1

 

 

 

4.7

 

 

 

0.4

 

 

 

14.2

 

Earnings (losses) before income taxes

 

$

37.1

 

 

$

20.4

 

 

$

22.5

 

 

$

80.0

 

 

$

50.9

 

 

$

66.1

 

 

$

(15.5

)

 

$

101.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (losses) before income taxes

 

$

37.1

 

 

$

20.4

 

 

$

22.5

 

 

$

80.0

 

 

$

50.9

 

 

$

66.1

 

 

$

(15.5

)

 

$

101.5

 

Less: net realized capital gains

 

 

(5.6

)

 

 

0.4

 

 

 

(30.1

)

 

 

(35.3

)

 

 

(0.7

)

 

 

0.4

 

 

 

—

 

 

 

(0.3

)

Add: amortization of intangible assets

 

 

11.4

 

 

 

20.9

 

 

 

—

 

 

 

32.3

 

 

 

9.3

 

 

 

13.5

 

 

 

—

 

 

 

22.8

 

Adjusted earnings (losses) before income taxes(2)

 

$

42.9

 

 

$

41.7

 

 

$

(7.6

)

 

$

77.0

 

 

$

59.5

 

 

$

80.0

 

 

$

(15.5

)

 

$

124.0

 

 

(1)

For industrial and non-industrial operations: (i) noninsurance revenue consists of the sale of manufactured goods and services; and (ii) other operating expenses consist of the cost of goods and services sold and selling, general and administrative expenses. Other operating expenses also include finders’ fees, legal and accounting costs and other transaction-related expenses of $0.4 million and $1.6 million for the third quarter of 2020 and 2019, respectively, and $4.8 million and $3.0 million for the first nine months of 2020 and 2019, respectively.

(2)

Adjusted earnings before income taxes is a non-GAAP financial measure and does not replace earnings before income taxes determined in accordance with GAAP as a measure of profitability. See “Comment on Non-GAAP Financial Measures” herein for additional detail on the presentation of our results of operations. Adjusted earnings before income taxes represents noninsurance revenue and net investment income less other operating expenses and interest expense and does not include: (i) amortization of intangible assets; (ii) change in the fair value of equity securities; (iii) net realized capital gains; (iv) change in allowance for credit losses on available for sale securities; and (v) income taxes.

The changes in Alleghany Capital’s equity for the three and nine months ended September 30, 2020 and 2019 are presented in the table below:

 

 

 

Three Months Ended September 30,

 

 

 

2020

 

 

2019

 

 

 

Industrial

 

 

Non-

industrial

 

 

Corp. &

other

 

 

Total

 

 

Industrial

 

 

Non-

industrial

 

 

Corp. &

other

 

 

Total

 

 

 

($ in millions)

 

Equity, beginning of period

 

$

607.0

 

 

$

460.4

 

 

$

(54.2

)

 

$

1,013.2

 

 

$

516.0

 

 

$

410.6

 

 

$

(46.7

)

 

$

879.9

 

Earnings (losses) before income taxes

 

 

27.3

 

 

 

33.0

 

 

 

9.7

 

 

 

70.0

 

 

 

16.3

 

 

 

26.4

 

 

 

(4.8

)

 

 

37.9

 

Income taxes(1)

 

 

(3.8

)

 

 

—

 

 

 

(8.9

)

 

 

(12.7

)

 

 

0.1

 

 

 

(0.7

)

 

 

(4.7

)

 

 

(5.3

)

Net (losses) earnings attributable to noncontrolling interests(2)

 

 

(2.6

)

 

 

(8.5

)

 

 

—

 

 

 

(11.1

)

 

 

(3.0

)

 

 

(7.9

)

 

 

—

 

 

 

(10.9

)

Capital contributions (returns of capital) and other

 

 

(12.7

)

 

 

(3.4

)

 

 

16.6

 

 

 

0.5

 

 

 

6.7

 

 

 

(17.7

)

 

 

10.9

 

 

 

(0.1

)

Equity, end of period

 

$

615.2

 

 

$

481.5

 

 

$

(36.8

)

 

$

1,059.9

 

 

$

536.1

 

 

$

410.7

 

 

$

(45.3

)

 

$

901.5

 

 

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

 

 

Industrial

 

 

Non-

industrial

 

 

Corp. &

other

 

 

Total

 

 

Industrial

 

 

Non-

industrial

 

 

Corp. &

other

 

 

Total(1)

 

 

 

($ in millions)

 

Equity, beginning of period

 

$

523.3

 

 

$

410.6

 

 

$

(33.0

)

 

$

900.9

 

 

$

462.5

 

 

$

443.3

 

 

$

(44.2

)

 

$

861.6

 

Earnings (losses) before income taxes

 

 

37.1

 

 

 

20.4

 

 

 

22.5

 

 

 

80.0

 

 

 

50.9

 

 

 

66.1

 

 

 

(15.5

)

 

 

101.5

 

Income taxes(1)

 

 

(4.4

)

 

 

(0.1

)

 

 

(7.4

)

 

 

(11.9

)

 

 

(0.8

)

 

 

(2.4

)

 

 

(15.2

)

 

 

(18.4

)

Net (losses) earnings attributable to noncontrolling interests(2)

 

 

(3.6

)

 

 

(6.3

)

 

 

—

 

 

 

(9.9

)

 

 

(9.0

)

 

 

(18.9

)

 

 

—

 

 

 

(27.9

)

Capital contributions (returns of capital) and other(3)

 

 

62.8

 

 

 

56.9

 

 

 

(18.9

)

 

 

100.8

 

 

 

32.5

 

 

 

(77.4

)

 

 

29.6

 

 

 

(15.3

)

Equity, end of period

 

$

615.2

 

 

$

481.5

 

 

$

(36.8

)

 

$

1,059.9

 

 

$

536.1

 

 

$

410.7

 

 

$

(45.3

)

 

$

901.5

 

 

(1)

Federal income taxes for most Alleghany Capital subsidiaries are incurred at the Alleghany Capital corporate level. Estimated federal income tax (expense) benefit incurred at the Alleghany Capital corporate level attributable to industrial and non-industrial operations for the three months ended September 30, 2020 was ($5.8) million and ($6.9) million, respectively, and for the three months ended September 30, 2019 was ($3.4) million and ($5.6) million, respectively, and for the nine months ended September 30, 2020 was ($7.5) million and ($4.3) million, respectively, and for the nine months ended September 30, 2019 was ($10.7) million and ($13.9) million, respectively.

(2)

During the first nine months of 2020, the noncontrolling interests outstanding were approximately as follows: Kentucky Trailer - 23 percent; W&W|AFCO Steel - 20 percent; IPS - 15 percent; Jazwares - 24 percent; and Concord - 15 percent. Prior to April 1, 2019, the noncontrolling interests of PCT were approximately 11 percent. All noncontrolling interest holders of PCT have exercised their repurchase options and sold their ownership interests to PCT effective April 1, 2019.

(3)

For the nine months ended September 30, 2020, capital contributions primarily reflect funding provided by: (i) Alleghany Capital to PCT for its acquisition of a manufacturer of high-performance carbide end mills in March 2020; (ii) Alleghany Capital to Jazwares for its acquisition of a plush toy manufacturer that closed on April 1, 2020; and (iii) Alleghany to Alleghany Capital for its purchase of an additional approximately 55 percent of Wilbert it previously did not own that closed on April 1, 2020. For the nine months ended September 30, 2019, capital contributions primarily reflect funding provided by Alleghany Capital to PCT for the acquisition of a consumable cutting tool manufacturer in June 2019.

55

Noninsurance revenue. The increase in noninsurance revenue in the third quarter of 2020 from the third quarter of 2019 reflects an increase in non-industrial and, to a lesser extent, industrial operations. The increase in non-industrial noninsurance revenue reflects higher sales at Jazwares, primarily due to the impact of acquisitions in April 2020 and October 2019, partially offset by lower noninsurance revenue at Concord, due to reduced management fee revenue from Pandemic-driven declines in hotel occupancy. The increase in industrial noninsurance revenue primarily reflects the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results, as discussed above and, to a lesser extent, higher sales at PCT.

The decrease in noninsurance revenue in the first nine months of 2020 from the first nine months of 2019 reflects a decrease in non-industrial and, to a lesser extent, industrial operations. The decrease in non-industrial noninsurance revenue reflects lower noninsurance revenue at Concord, due to reduced management fee revenue from Pandemic-driven declines in hotel occupancy, and IPS, due to Pandemic-related project delays and customer site closures, partially offset by an increase in sales at Jazwares. The increase in Jazwares reflects the impact of acquisitions in April 2020 and October 2019, partially offset by the acquisition of a major new video game license in the fourth quarter of 2018, which positively impacted sales in the first nine months of 2019 and, to a lesser extent, Pandemic-related temporary shelter in place orders, disruptions to shipping schedules and store closures in the first nine months of 2020.  

The decrease in industrial noninsurance revenue in the first nine months of 2020 primarily reflects Pandemic-related project delays and customer site closures at W&W|AFCO Steel during the first nine months of 2020 and, to a lesser extent, slower orders for industrial capital equipment and services at Kentucky Trailer and PCT, partially offset by the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results, as discussed above.

Net investment income. The decreases in net investment income in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect a cessation of equity income from Wilbert upon Wilbert’s April 1, 2020 inclusion in our consolidated results, as discussed above.

Net realized capital gains. Net realized capital gains in the third quarter and first nine months of 2020 include $13.8 million on a partial settlement and remeasurement of fair value of certain outstanding contingent consideration liabilities by Alleghany Capital in connection with its 2018 acquisition of Concord.  Net realized capital gains in the first nine months of 2020 also include: (i) a $16.3 million gain on April 1, 2020 in connection with Alleghany Capital’s acquisition of an additional approximately 55 percent of Wilbert that it did not previously own, and the remeasurement of its pre-existing approximately 45 percent equity ownership to its estimated fair value; and (ii) a $5.0 million gain from a reduction of certain contingent consideration liabilities at the PCT-level in connection with its acquisition of a provider of high-performance solid carbide end mills in June 2019.

Other operating expenses. The increase in other operating expenses in the third quarter of 2020 from the third quarter of 2019 primarily reflects an increase in costs related to higher revenues in non-industrial and industrial operations, as described above.

The decrease in other operating expenses in the first nine months of 2020 from the first nine months of 2019 primarily reflects a decrease in costs related to lower revenues in non-industrial and industrial operations, as described above, partially offset by the cost of Pandemic-related safety measures undertaken in the first nine months of 2020 and an increase in finders’ fees, legal and accounting costs and other transaction-related expenses. The decrease in other operating expenses also reflects lower incentive compensation accruals in Alleghany Capital’s corporate operations due to a decline in overall financial performance.

Amortization of intangible assets. The increases in amortization expense in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect recent acquisitions by Jazwares and PCT, as well as the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results, as discussed above.

Interest expense. The decreases in interest expense in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect lower overall borrowings to support working capital needs, partially offset by the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results, as discussed above.

Earnings (losses) before income taxes. The increase in earnings before income taxes in the third quarter of 2020 from the third quarter of 2019 reflects a realized capital gain at Alleghany Capital’s corporate operations, as discussed above, and higher earnings at the non-industrial and industrial operations. The increase in non-industrial earnings before income taxes reflects the impact of higher sales at Jazwares due primarily to the impact of acquisitions in April 2020 and October 2019, partially offset by of lower revenues at Concord, as discussed above, and the resulting reduction in earnings. The increase in industrial earnings before income taxes primarily reflects the impact of Wilbert’s April 1, 2020 inclusion in our consolidated results, as discussed above, and the impact of higher sales and margins at PCT.

The decrease in earnings before income taxes in the first nine months of 2020 from the first nine months of 2019 primarily reflects lower earnings before income taxes in the non-industrial and industrial operations, partially offset by net realized capital gains and lower incentive compensation accruals in Alleghany Capital’s corporate operations. The decrease in non-industrial and industrial earnings before income taxes reflects the impact of lower sales and margins, particularly at Jazwares and W&W|AFCO Steel, due to the impact of the Pandemic, including shelter in place orders, customer site closures and supply disruptions, the cost of Pandemic-related safety measures and higher amortization of intangible assets, as discussed above.

56

Corporate Activities Results

The primary components of corporate activities are Alleghany Properties, SORC and activities at the Alleghany parent company. The following table presents the results for corporate activities:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

($ in millions)

 

Net premiums earned

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

Net investment income

 

 

6.6

 

 

 

1.5

 

 

 

10.3

 

 

 

8.7

 

Change in the fair value of equity securities

 

 

(10.6

)

 

 

—

 

 

 

(12.0

)

 

 

3.6

 

Net realized capital gains

 

 

1.1

 

 

 

—

 

 

 

(80.4

)

 

 

0.1

 

Change in allowance for credit losses on available for sale securities

 

 

—

 

 

 

—

 

 

 

(0.2

)

 

 

—

 

Noninsurance revenue

 

 

1.1

 

 

 

3.0

 

 

 

5.7

 

 

 

10.2

 

Total revenues

 

 

(1.8

)

 

 

4.5

 

 

 

(76.6

)

 

 

22.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and loss adjustment expenses

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Commissions, brokerage and other underwriting expenses

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other operating expenses

 

 

2.6

 

 

 

6.6

 

 

 

12.2

 

 

 

20.9

 

Corporate administration

 

 

12.1

 

 

 

20.8

 

 

 

18.0

 

 

 

63.2

 

Amortization of intangible assets

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Interest expense

 

 

13.2

 

 

 

13.7

 

 

 

32.2

 

 

 

39.9

 

(Losses) before income taxes

 

$

(29.7

)

 

$

(36.6

)

 

$

(139.0

)

 

$

(101.4

)

 

Net investment income. The increases in net investment income in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect higher partnership income.

Change in the fair value of equity securities. The change in the fair value of equity securities in the third quarter of 2020 reflects depreciation in the value of equity securities at the Alleghany parent-company-level, primarily in the materials sector. The change in the fair value of equity securities in first nine months of 2020 also reflects a significant depreciation in the value of equity securities at the Alleghany parent company-level due primarily to the impact of the Pandemic, as discussed above. The change in the fair value of equity securities in the first nine months of 2019 reflects appreciation in the value of the equity securities held at the Alleghany parent company-level, primarily from holdings in the technology sector.

Net realized capital gains. The net realized capital gains in the third quarter of 2020 primarily reflect gains from the sale of debt securities partially offset by $1.6 million from the write-down of SORC’s oil field assets. The net realized capital losses in the first nine months of 2020 primarily reflect $76.0 million from the write-down of SORC oil field assets. SORC’s oil field assets are held for sale and consequently, were written down to estimated fair value, which reflects a significant decline in oil prices, less costs to sell.  In the third quarter of 2020, certain of SORC’s oil field assets were sold at values that approximated their reduced carrying value.  As of September 30, 2020, SORC’s stockholder’s equity was $25.3 million, which consisted primarily of deferred tax assets and current taxes receivable. The net realized capital losses in the first nine months of 2020 also include a $7.1 million realized loss as a result of an early redemption of certain senior notes as of January 15, 2020.  See Note 11(a) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional information on this early redemption.

Noninsurance revenue. The decreases in noninsurance revenue in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect lower energy sales at SORC, due to a significant decline in oil prices and the sale of certain oil field assets in the third quarter of 2020.

Other operating expenses. The decreases in other operating expenses in the third quarter and first nine months of 2020 from the corresponding 2019 periods primarily reflect reduced costs at SORC, which were due in part to the sale of certain oil field assets in the third quarter of 2020.

Corporate administration. The decreases in corporate administration expense in the third quarter and first nine months of 2020 from the corresponding 2019 periods reflect significantly lower Alleghany parent company long-term incentive compensation accruals due primarily to the impact of depreciation of Alleghany stock price and, for the first nine months of 2020, consolidated net losses attributable to Alleghany stockholders, as discussed above.

Interest expense. The decrease in interest expense in the first nine months of 2020 from the first nine months of 2019 primarily reflects the impact of the early redemption of certain senior notes on January 15, 2020, partially offset by the issuance of certain senior notes on May 18, 2020. See Note 11(a) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional detail.

(Losses) before income taxes. The decrease in losses before income taxes in the third quarter of 2020 from the third quarter of 2019 reflects significantly lower Alleghany parent company long-term incentive compensation accruals and higher investment income, partially offset by depreciation in the value of equity securities, all as discussed above. The increase in losses before income

57

taxes in the first nine months of 2020 from the first nine months of 2019 reflects significant realized capital losses, primarily from the write-down of SORC oil field assets, partially offset by the impact of lower Alleghany parent company long-term incentive compensation accruals, all as discussed above.

 

Reserve Review Process

Our reinsurance and insurance subsidiaries analyze, at least quarterly, liabilities for unpaid loss and LAE established in prior years and adjust their expected ultimate cost, where necessary, to reflect favorable or unfavorable development in loss experience and new information, including, for certain catastrophe events, revised industry estimates of the magnitude of a catastrophe. Adjustments to previously recorded liabilities for unpaid loss and LAE, both favorable and unfavorable, are reflected in our financial results in the periods in which these adjustments are made and are referred to as prior accident year loss reserve development. The following table presents the reserves established in connection with the loss and LAE of our reinsurance and insurance segments on a gross and net basis by line of business. These reserve amounts represent the accumulation of estimates of ultimate loss (including for losses that have been incurred but not reported) and LAE.

 

 

 

As of September 30, 2020

 

 

As of December 31, 2019

 

 

 

Gross Loss

and LAE

Reserves

 

 

Reinsurance

Recoverables

on Unpaid

Losses

 

 

Net Loss

and LAE

Reserves

 

 

Gross Loss

and LAE

Reserves

 

 

Reinsurance

Recoverables

on Unpaid

Losses

 

 

Net Loss

and LAE

Reserves

 

 

 

($ in millions)

 

Reinsurance Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

$

2,046.8

 

 

$

(472.8

)

 

$

1,574.0

 

 

$

1,965.5

 

 

$

(604.3

)

 

$

1,361.2

 

Casualty & other(1)

 

 

7,594.4

 

 

 

(322.1

)

 

 

7,272.3

 

 

 

7,358.3

 

 

 

(303.2

)

 

 

7,055.1

 

 

 

 

9,641.2

 

 

 

(794.9

)

 

 

8,846.3

 

 

 

9,323.8

 

 

 

(907.5

)

 

 

8,416.3

 

Insurance Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

 

588.1

 

 

 

(214.9

)

 

 

373.2

 

 

 

409.0

 

 

 

(142.2

)

 

 

266.8

 

Casualty(2)

 

 

2,322.9

 

 

 

(606.6

)

 

 

1,716.3

 

 

 

2,075.3

 

 

 

(537.3

)

 

 

1,538.0

 

Workers' Compensation

 

 

2.4

 

 

 

—

 

 

 

2.4

 

 

 

2.3

 

 

 

—

 

 

 

2.3

 

All other(3)

 

 

197.3

 

 

 

(74.9

)

 

 

122.4

 

 

 

183.7

 

 

 

(62.6

)

 

 

121.1

 

 

 

 

3,110.7

 

 

 

(896.4

)

 

 

2,214.3

 

 

 

2,670.3

 

 

 

(742.1

)

 

 

1,928.2

 

Eliminations

 

 

(70.4

)

 

 

70.4

 

 

 

—

 

 

 

(65.7

)

 

 

65.7

 

 

 

—

 

Total

 

$

12,681.5

 

 

$

(1,620.9

)

 

$

11,060.6

 

 

$

11,928.4

 

 

$

(1,583.9

)

 

$

10,344.5

 

 

(1)

Primarily consists of the following reinsurance lines of business: directors’ and officers’ liability; errors and omissions liability; general liability; medical malpractice; ocean marine and aviation; auto liability; accident and health; mortgage reinsurance; surety; asbestos-related illness and environmental impairment liability; and credit.

(2)

Primarily consists of the following direct lines of business: umbrella/excess; directors’ and officers’ liability; professional liability; and general liability.

(3)

Primarily consists of commercial multi-peril and surety lines of business, as well as loss and LAE reserves for terminated lines of business and loss reserves acquired in connection with prior acquisitions for which the sellers provided loss reserve guarantees.

Changes in Gross and Net Loss and LAE Reserves between September 30, 2020 and December 31, 2019. Gross and net loss and LAE reserves as of September 30, 2020 increased from December 31, 2019, primarily reflecting the impact of growing net premiums earned and catastrophe losses incurred in the first nine months of 2020, partially offset by payments on catastrophe losses incurred primarily in 2017, 2018 and 2019 and favorable prior accident year loss reserve development, all as discussed above.

Reinsurance Recoverables

Our reinsurance and insurance subsidiaries reinsure portions of the risks they underwrite in order to reduce the effect of individual or aggregate exposure to losses, manage capacity, protect capital resources, reduce volatility in specific lines of business, improve risk-adjusted portfolio returns and enable them to increase gross premiums writings and risk capacity without requiring additional capital. Our reinsurance and insurance subsidiaries generally purchase reinsurance and retrocessional coverages from highly-rated third-party reinsurers or on a collateralized basis. If the assuming reinsurers are unable or unwilling to meet the obligations assumed under the applicable reinsurance agreements, our reinsurance and insurance subsidiaries would remain liable for such reinsurance portion not paid by these reinsurers. As such, funds, trust agreements and letters of credit are held to collateralize a portion of our reinsurance and insurance subsidiaries’ reinsurance recoverables, and our reinsurance and insurance subsidiaries reinsure portions of the risks they underwrite or assume with multiple reinsurance programs.

As of September 30, 2020, our reinsurance and insurance subsidiaries had total reinsurance recoverables of $1,697.0 million, consisting of $1,620.9 million of ceded outstanding loss and LAE and $83.0 million of recoverables on paid losses, less $6.9 million of an allowance for credit losses. See Note 4 to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional information on: (i) the reinsurance purchased by our reinsurance and insurance subsidiaries; (ii) the allowance for credit losses; (iii) the concentration of our reinsurance recoverables; and (iv) the ratings profile of our reinsurers.

58

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that directly affect our reported financial condition and operating performance. More specifically, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying value of assets and liabilities and reported revenues and expenses that are not readily apparent from other sources. Actual results may differ materially from reported results to the extent that estimates and assumptions prove to be inaccurate.

We believe our most critical accounting estimates are those with respect to the liability for unpaid loss and LAE reserves, fair value measurements of certain financial assets, changes in allowance for credit losses on available for sale securities, goodwill and other intangible assets and reinsurance premium revenues, as they require management’s most significant exercise of judgment on both a quantitative and qualitative basis. The accounting estimates that result require the use of assumptions about certain matters that are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our financial condition, results of operations and cash flows would be affected, possibly materially.

See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” of the 2019 Form 10-K for a more complete description of our critical accounting estimates.

Financial Condition

Parent Level

General. In general, we follow a policy of maintaining a relatively liquid financial condition at our unrestricted holding companies. This policy has permitted us to expand our operations through internal growth at our subsidiaries and through acquisitions of, or substantial investments in, operating companies. As of September 30, 2020, we held total marketable securities and cash of $1,265.8 million, compared with $1,283.3 million as of December 31, 2019. The decrease in marketable securities and cash in the first nine months of 2020 primarily reflects the redemption of certain senior notes, a special dividend paid in the first quarter of 2020 and the repurchases of shares of our common stock, as discussed below, as well as contributions to Alleghany Capital to fund the acquisitions of Wilbert and acquisitions made by Jazwares and PCT, partially offset by the issuance of the 2030 Senior Notes, as discussed below, and the receipt of dividends from TransRe and RSUI. The $1,265.8 million is composed of $778.2 million at the Alleghany parent company, $408.4 million at AIHL and $79.2 million at the TransRe holding company. We also hold certain non-marketable investments at our unrestricted holding companies. We believe that we have and will have adequate internally generated funds, cash resources and unused credit facilities to provide for the currently foreseeable needs of our business, and we had no material commitments for capital expenditures as of September 30, 2020.

Stockholders’ equity attributable to Alleghany stockholders was approximately $8.6 billion as of September 30, 2020, compared with approximately $8.8 billion as of December 31, 2019. The decrease in stockholders’ equity in the first nine months of 2020 primarily reflects net losses attributable to Alleghany stockholders, as discussed above, as well as a special dividend and repurchases of our common stock, all as discussed below. As of September 30, 2020, we had 14,180,619 shares of our common stock outstanding, compared with 14,364,628 shares of our common stock outstanding as of December 31, 2019.

Debt. On May 18, 2020, we completed a public offering of $500.0 million aggregate principal of our 3.625% senior notes due on May 15, 2030, or the “2030 Senior Notes.”  The 2030 Senior Notes are unsecured and unsubordinated general obligations of Alleghany. Interest on the 2030 Senior Notes is payable semi-annually in arrears on May 15 and November 15 of each year.  The terms of the 2030 Senior Notes permit redemption prior to maturity. The indenture under which the 2030 Senior Notes were issued contains covenants that impose conditions on our ability to create liens on the capital stock of AIHL, TransRe or RSUI. The 2030 Senior Notes were issued at approximately 99.9 percent of par, resulting in proceeds after underwriting discount, commissions and other expenses of $494.8 million, and an effective yield of approximately 3.64 percent.  Approximately $4.6 million of underwriting discount, commissions and other expenses were recorded as deferred charges, which are amortized over the life of the 2030 Senior Notes.

On September 9, 2014, we completed a public offering of $300.0 million aggregate principal amount of our 4.90% senior notes due on September 15, 2044. On June 26, 2012, we completed a public offering of $400.0 million aggregate principal amount of our 4.95% senior notes due on June 27, 2022. On September 20, 2010, we completed a public offering of $300.0 million aggregate principal amount of our 5.625% senior notes due on September 15, 2020, or the “2020 Senior Notes,” and on January 15, 2020, we redeemed the 2020 Senior Notes. See Note 11(a) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K for additional information on our senior notes and our early redemption of debt.

Credit Agreement. On July 31, 2017, we entered into a five-year credit agreement, or the “Credit Agreement,” with certain lenders party thereto, which provides for an unsecured revolving credit facility in an aggregate principal amount of up to $300.0 million. The credit facility is scheduled to expire on July 31, 2022, unless earlier terminated. Borrowings under the Credit Agreement will be available for working capital and general corporate purposes, including permitted acquisitions and repurchases of common stock. Borrowings under the Credit Agreement bear a floating rate of interest based in part on our credit rating, among other factors. The Credit Agreement contains representations, warranties and covenants customary for bank loan facilities of this nature.

59

There were no borrowings under the Credit Agreement from inception through September 30, 2020.

Common Stock Repurchases. In June 2018, our Board of Directors authorized the repurchase of additional shares of our common stock at such times and at prices as management determines to be advisable, up to an aggregate of $400.0 million. In September 2019, our Board of Directors authorized, upon the completion of the previously announced program, the repurchase of additional shares of our common stock at such times and at prices as management determines to be advisable, up to an aggregate of $500.0 million. As of September 30, 2020, we had $512.9 million remaining under our repurchase authorizations.

The following table presents the shares of our common stock that we repurchased in the three and nine months ended September 30, 2020 and 2019:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Shares repurchased

 

 

131,414

 

 

 

25,398

 

 

 

193,954

 

 

 

174,211

 

Cost of shares repurchased (in millions)

 

$

70.0

 

 

$

19.3

 

 

$

114.3

 

 

$

112.4

 

Average price per share repurchased

 

$

532.59

 

 

$

759.70

 

 

$

589.10

 

 

$

645.46

 

 

Special Dividend. In February 2020, our Board of Directors declared a special dividend of $15.00 per share for stockholders of record on March 5, 2020. On March 16, 2020, we paid dividends to stockholders totaling $215.0 million.

Investments in Certain Variable Interest Entities. In December 2012, TransRe obtained an ownership interest in Pillar Capital Holdings, Limited, or “Pillar Holdings,” a Bermuda-based insurance asset manager focused on collateralized reinsurance and catastrophe insurance-linked securities. Additionally, TransRe and AIHL invested in limited partnership funds managed by Pillar Holdings, or the “Funds.” We have concluded that both Pillar Holdings and the Funds, or collectively, the “Pillar Investments,” represent variable interest entities and that we are not the primary beneficiary, as we do not have the ability to direct the activities that most significantly impact each entity’s economic performance. Therefore, the Pillar Investments are not consolidated and are accounted for under the equity method of accounting. See Note 3(h) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional information on Pillar Investments as of September 30, 2020.

See Note 9(c) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for further information regarding variable interest entities.

Investments in Commercial Mortgage Loans. As of September 30, 2020 and December 31, 2019, the carrying value of our commercial mortgage loan portfolio was $691.9 million and $686.2 million, respectively, representing the unpaid principal balance on the loans, less allowance for credit losses. See Note 3(i) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional detail on the ratings of our commercial mortgage portfolio as of September 30, 2020.

Subsidiaries

Financial strength is also a high priority of our subsidiaries, whose assets stand behind their financial commitments to their customers and vendors. We believe that our subsidiaries have and will have adequate internally generated funds, cash resources and unused credit facilities to provide for the currently foreseeable needs of their businesses. Our subsidiaries had no material commitments for capital expenditures as of September 30, 2020.

The obligations and cash outflow of our reinsurance and insurance subsidiaries include claim settlements, commission expenses, administrative expenses, purchases of investments and interest and principal payments on TransRe’s 8.00% senior notes due on November 30, 2039. In addition to premium collections, cash inflow is obtained from interest and dividend income, maturities and sales of investments and reinsurance recoveries. Because cash inflow from premiums is received in advance of cash outflow required to settle claims, our reinsurance and insurance operating units accumulate funds which they invest pending the need for liquidity. As the cash needs of a reinsurance or an insurance company can be unpredictable due to the uncertainty of the claims settlement process, the portfolios of our reinsurance and insurance subsidiaries consist primarily of debt securities and short-term investments to ensure the availability of funds and maintain a sufficient amount of liquid securities.

Included in Alleghany Capital is debt associated with its operating subsidiaries, which totaled $462.5million as of September 30, 2020, which is generally used to support working capital needs and to help finance acquisitions. The $462.5 million included:

 

•

$180.0 million of borrowings by Jazwares under its available credit facilities to support its seasonal peak working capital requirements and borrowings incurred and assumed from its acquisition of Wicked Cool Toys, LLC in October 2019 and its acquisition of Kelly Toys Holdings, LLC in April 2020;

 

•

$75.9 million of borrowings by W&W|AFCO Steel under its available credit facilities and term loans (including borrowings incurred and assumed from its acquisition of Hirschfeld Holdings, LP in February 2018);

 

•

$73.8 million of borrowings by Wilbert under its available credit facility and term loans;

60

 

•

$61.8 million of term loans at Kentucky Trailer primarily related to borrowings to finance small acquisitions, including its acquisitions of controlling interests in certain manufacturers of aluminum feed transportation equipment in December 2018 and July 2019, and borrowings under its available credit facilities;

 

•

$37.0 million of borrowings by IPS under its available credit facility and term loans, in part to finance a small acquisition in May 2019; and

 

•

$34.0 million of term loans at PCT primarily related to borrowings to finance the acquisition of a waterjet orifice and nozzle manufacturer in 2016 and the acquisition of a consumable cutting tool manufacturer in June 2019.

None of these liabilities are guaranteed by Alleghany or Alleghany Capital. In December 2019, third-party, floating-rate term loans at Concord were repaid and replaced with approximately $33 million of intercompany floating-rate debt funded by the Alleghany parent company. The intercompany debt and related interest expenses are eliminated at the Alleghany consolidated level.

Hotel Development Commitments.  In the first nine months of 2020, Alleghany Capital invested $0.8 million in certain hotel development projects.  The projects are conducted through certain limited liability entities, which are variable interest entities, to which we are not the primary beneficiary. As of September 30, 2020, we guaranteed up to $5.3 million of debt of these entities to certain third party lenders for which we receive a fee.

Consolidated Investment Holdings

Investment Strategy and Holdings. Our investment strategy seeks to avoid permanent loss of capital and maintain appropriate levels of liquidity while maximizing long-term, risk-adjusted, after-tax returns. Our investment decisions are guided mainly by the nature and timing of expected liability payouts, management’s forecast of cash flows and the possibility of unexpected cash demands, such as, to satisfy claims due to catastrophe losses. Our consolidated investment portfolio consists mainly of highly rated and liquid debt and equity securities listed on national securities exchanges. The overall credit quality of the debt securities portfolio is measured using the lowest rating of three large, reputable rating agencies. In this regard, the overall weighted-average credit quality rating of our debt securities portfolio as of September 30, 2020 and December 31, 2019 was AA-. Although a portion of our debt securities, which consist predominantly of municipal bonds, are insured by third-party financial guaranty insurance companies, the impact of such insurance was not significant to the debt securities credit quality rating as of September 30, 2020. See Note 3(f) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional detail on the ratings of our debt securities portfolio as of September 30, 2020.

Our debt securities portfolio has been designed to enable management to react to investment opportunities created by changing interest rates, prepayments, tax and credit considerations or other factors, or to circumstances that could result in a mismatch between the desired duration of debt securities and the duration of liabilities and, as such, is classified as available for sale.

Effective duration measures a portfolio’s fair value sensitivity to changes in interest rates. Shorter lengths of time to maturity are generally associated with shorter duration and less sensitivity to changes in market yields. As such, duration generally falls as time passes, all else being equal.  Furthermore, a portfolio’s duration can also be impacted by adjustments made to the composition of the portfolio as well as changes in the level of market yields. As yields rise (fall), duration generally decreases (increases). As of September 30, 2020 and December 31, 2019, our debt securities portfolio had an effective duration of approximately 4.5 years and 4.2 years, respectively.  The increase in duration during the first nine months of 2020 primarily reflects the significant decline in risk-free interest rates, which was partially offset by the passage of time. As of September 30, 2020, approximately $4.0 billion, or 26 percent, of our debt securities portfolio represented securities with maturities of five years or less. See Note 3(b) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional detail on the contractual maturities of our consolidated debt securities portfolio. We may increase the proportion of our debt securities portfolio held in securities with maturities of more than five years should the yields of these securities provide, in our judgment, sufficient compensation for their increased risk. We do not believe that this strategy would reduce our ability to meet ongoing claim payments or to respond to significant catastrophe losses.

In the event paid losses accelerate beyond the ability of our reinsurance and insurance subsidiaries to fund these paid losses from current cash balances, current operating cash flow, dividend and interest receipts and security maturities, we would need to liquidate a portion of our investment portfolio, make capital contributions to our reinsurance and insurance subsidiaries, and/or arrange for financing. Strains on liquidity could result from: (i) the occurrence of several significant catastrophe events in a relatively short period of time; (ii) the sale of investments into a depressed marketplace to fund these paid losses; (iii) the uncollectibility of reinsurance recoverables on these paid losses; (iv) the significant decrease in the value of collateral supporting reinsurance recoverables; or (v) a significant reduction in our net premium collections.

We may, from time to time, make significant investments in the common stock of a public company, subject to limitations imposed by applicable regulations.

61

On a consolidated basis, as of September 30, 2020, our invested assets increased to approximately $19.5 billion from approximately $18.9 billion as of December 31, 2019, primarily reflecting appreciation in the value of our debt securities portfolio and net proceeds from the issuance of our 2030 Senior Notes, partially offset by depreciation in the value of our equity securities portfolio, the early redemption of our 2020 Senior Notes, the special dividend payment and repurchases of shares of our common stock, all as discussed above. The appreciation in the value of our debt securities portfolio reflects a decrease in risk-free interest rates in the first nine months of 2020.

Fair Value. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. In addition, a three-tiered hierarchy for inputs is used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are market participant assumptions based on market data obtained from sources independent of the reporting entity. Unobservable inputs are the reporting entity’s own assumptions about market participant assumptions based on the best information available under the circumstances. In assessing the appropriateness of using observable inputs in making our fair value determinations, we consider whether the market for a particular security is “active” or “inactive” based on all the relevant facts and circumstances. A market may be considered to be inactive if there are relatively few recent transactions or if there is a significant decrease in market volume. Furthermore, we consider whether observable transactions are “orderly” or not. We do not consider a transaction to be orderly if there is evidence of a forced liquidation or other distressed condition; as such, little or no weight is given to that transaction as an indicator of fair value. See Note 1 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K for additional information on our accounting policy on fair value.

The following table presents the carrying values and estimated fair values of our consolidated financial instruments as of September 30, 2020 and December 31, 2019:

 

 

 

September 30, 2020

 

 

December 31, 2019

 

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

 

($ in millions)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments (excluding equity method investments and loans)(1)

 

$

18,379.7

 

 

$

18,379.7

 

 

$

17,632.3

 

 

$

17,632.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior notes and other debt(2)

 

$

2,041.6

 

 

$

2,398.3

 

 

$

1,751.1

 

 

$

1,962.7

 

 

(1)

This table includes debt and equity securities, as well as partnership and non-marketable equity investments accounted for at fair value that are included in other invested assets. This table excludes investments accounted for using the equity method and commercial mortgage loans that are accounted for at unpaid principal balance.

(2)

See Note 11 to Notes to Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional information on the senior notes and other debt.

See Note 3 to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q for additional information on our financial instruments measured at fair value and the level of the fair value hierarchy of inputs used as of September 30, 2020 and December 31, 2019.

62

Municipal Bonds. The following table provides the fair value of our municipal bonds as of September 30, 2020, categorized by state and revenue source. Special revenue bonds are debt securities for which the payment of principal and interest is available solely from the cash flows of the related projects. As issuers of revenue bonds do not have the ability to draw from tax revenues or levy taxes to fund obligations, revenue bonds may carry a greater risk of default than general obligation bonds.

 

 

 

Special Revenue

 

 

 

 

 

 

 

 

 

State

 

Education

 

 

Hospital

 

 

Housing

 

 

Lease

Revenue

 

 

Special

Tax

 

 

Transit

 

 

Utilities

 

 

All Other

Sources

 

 

Total

Special

Revenue

 

 

Total

General

Obligation

 

 

Total

Fair Value

 

 

 

($ in millions)

 

New York

 

$

—

 

 

$

—

 

 

$

2.7

 

 

$

8.4

 

 

$

117.8

 

 

$

74.4

 

 

$

42.6

 

 

$

—

 

 

$

245.9

 

 

$

15.4

 

 

$

261.3

 

Texas

 

 

13.6

 

 

 

—

 

 

 

0.1

 

 

 

5.1

 

 

 

8.1

 

 

 

23.8

 

 

 

77.8

 

 

 

1.9

 

 

 

130.4

 

 

 

75.9

 

 

 

206.3

 

California

 

 

6.3

 

 

 

39.8

 

 

 

2.3

 

 

 

7.3

 

 

 

2.5

 

 

 

10.6

 

 

 

45.9

 

 

 

—

 

 

 

114.7

 

 

 

71.0

 

 

 

185.7

 

Massachusetts

 

 

16.2

 

 

 

5.5

 

 

 

7.9

 

 

 

—

 

 

 

41.8

 

 

 

1.3

 

 

 

21.9

 

 

 

0.3

 

 

 

94.9

 

 

 

66.5

 

 

 

161.4

 

Pennsylvania

 

 

6.4

 

 

 

1.5

 

 

 

11.6

 

 

 

—

 

 

 

—

 

 

 

32.8

 

 

 

6.2

 

 

 

31.7

 

 

 

90.2

 

 

 

39.5

 

 

 

129.7

 

Washington

 

 

—

 

 

 

—

 

 

 

1.9

 

 

 

—

 

 

 

3.3

 

 

 

10.9

 

 

 

39.0

 

 

 

2.4

 

 

 

57.5

 

 

 

51.2

 

 

 

108.7

 

Florida

 

 

—

 

 

 

0.3

 

 

 

4.5

 

 

 

—

 

 

 

19.2

 

 

 

43.2

 

 

 

8.8

 

 

 

9.9

 

 

 

85.9

 

 

 

11.2

 

 

 

97.1

 

Ohio

 

 

35.8

 

 

 

1.2

 

 

 

3.0

 

 

 

1.2

 

 

 

2.2

 

 

 

0.3

 

 

 

11.9

 

 

 

9.6

 

 

 

65.2

 

 

 

29.6

 

 

 

94.8

 

Utah

 

 

5.8

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

17.7

 

 

 

18.7

 

 

 

19.9

 

 

 

—

 

 

 

62.1

 

 

 

6.5

 

 

 

68.6

 

South Carolina

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1.2

 

 

 

2.2

 

 

 

—

 

 

 

5.2

 

 

 

43.2

 

 

 

51.8

 

 

 

12.5

 

 

 

64.3

 

All other states

 

 

105.4

 

 

 

69.5

 

 

 

38.7

 

 

 

63.6

 

 

 

71.3

 

 

 

57.2

 

 

 

166.3

 

 

 

81.9

 

 

 

653.9

 

 

 

227.6

 

 

 

881.5

 

Total

 

$

189.5

 

 

$

117.8

 

 

$

72.7

 

 

$

86.8

 

 

$

286.1

 

 

$

273.2

 

 

$

445.5

 

 

$

180.9

 

 

$

1,652.5

 

 

$

606.9

 

 

 

2,259.4

 

Total advanced refunded / escrowed maturity funds

 

 

 

301.7

 

Total municipal bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,561.1

 

 

Recent Accounting Standards

For a discussion of recently adopted accounting standards, see Note 1(c) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form 10-Q.

63

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk of loss from adverse changes in market prices and rates. The primary market risk related to our debt securities is the risk of loss associated with adverse changes in interest rates. We hold our debt securities as available for sale. Any changes in the fair value in these securities, net of tax, would be recorded as a component of other comprehensive income. However, if a decline in fair value relative to cost is believed to be other than temporary, a loss is generally recorded on our statement of earnings. We also invest in equity securities which are subject to fluctuations in market value. In addition, significant portions of our assets (principally investments) and liabilities (principally loss and LAE reserves and unearned premiums) are exposed to changes in foreign currency exchange rates. The net change in the carrying value of assets and liabilities denominated in foreign currencies is generally recorded as a component of other comprehensive income.

The sensitivity analyses presented below provide only a limited, point-in-time view of the market risk of our financial instruments. The actual impact of changes in market interest rates, equity market prices and foreign currency exchange rates may differ significantly from those shown in these sensitivity analyses. The sensitivity analyses are further limited because they do not consider any actions we could take in response to actual and/or anticipated changes in equity market prices, market interest rates or foreign currency exchange rates. In addition, these sensitivity analyses do not provide weight to risks related to market issues such as liquidity and the credit worthiness of investments.

Interest Rate Risk

The primary market risk for our debt securities is interest rate risk at the time of refinancing. We monitor the interest rate environment to evaluate reinvestment and refinancing opportunities. We generally do not use derivatives to manage market and interest rate risks. The table below presents a sensitivity analysis as of September 30, 2020 of our (i) consolidated debt securities and (ii) senior notes and other debt, which are sensitive to changes in interest rates. Sensitivity analysis is defined as the measurement of potential change in future earnings, fair values or cash flows of market sensitive instruments resulting from one or more selected hypothetical changes in interest rates over a selected time period. In the sensitivity analysis model below, we use a +/- 300 basis point range of change in interest rates to measure the hypothetical change in fair value of the financial instruments included in the analysis. The change in fair value is determined by calculating hypothetical September 30, 2020 ending prices based on yields adjusted to reflect a +/- 300 basis point range of change in interest rates, comparing these hypothetical ending prices to actual ending prices, and multiplying the difference by the par outstanding. The selected hypothetical changes in interest rates do not reflect what could be the potential best or worst case scenarios.

 

 

 

-300

 

 

-200

 

 

-100

 

 

0

 

 

100

 

 

200

 

 

300

 

 

 

($ in millions)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities, fair value

 

$

17,930.9

 

 

$

17,075.6

 

 

$

16,281.0

 

 

$

15,579.9

 

 

$

14,877.2

 

 

$

14,185.5

 

 

$

13,529.6

 

Estimated change in fair value

 

 

2,351.0

 

 

 

1,495.7

 

 

 

701.1

 

 

 

—

 

 

 

(702.7

)

 

 

(1,394.4

)

 

 

(2,050.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior notes and other debt, fair value

 

$

3,058.8

 

 

$

2,803.1

 

 

$

2,585.0

 

 

$

2,398.3

 

 

$

2,237.4

 

 

$

2,097.8

 

 

$

1,975.7

 

Estimated change in fair value

 

 

660.5

 

 

 

404.8

 

 

 

186.7

 

 

 

—

 

 

 

(160.9

)

 

 

(300.5

)

 

 

(422.6

)

 

Equity Risk

Our equity securities are subject to fluctuations in market value. The table below presents our equity market price risk and reflects the effect of a hypothetical increase or decrease in market prices as of September 30, 2020 on the estimated fair value of our consolidated equity portfolio. The selected hypothetical price changes do not reflect what could be the potential best or worst case scenarios.

 

As of September 30, 2020

($ in millions)

Fair Value

 

 

Hypothetical

Price Change

 

Estimated Fair Value

After Hypothetical

Change in Price

 

 

Hypothetical Percentage

Increase (Decrease)

in Stockholders' Equity

$

2,163.5

 

 

20% Increase

 

$

2,596.1

 

 

 

4.0%

 

 

 

 

 

20% Decrease

 

 

1,730.8

 

 

 

(4.0%)

 

 

 

In addition to debt and equity securities, we invest in several partnerships which are subject to fluctuations in market value. Our partnership investments are included in other invested assets and are accounted for at fair value or using the equity method, and had a carrying value of $360.8 million as of September 30, 2020.

64

Foreign Currency Exchange Rate Risk

Foreign currency exchange rate risk is the potential change in value arising from changes in foreign currency exchange rates. Our reinsurance operations located in foreign countries maintain some or all of their capital in their local currency and conduct business in their local currency, as well as the currencies of the other countries in which they operate. To mitigate this risk, we maintain investments denominated in certain foreign currencies in which the claims payments will be made. As of September 30, 2020, the largest foreign currency net liability exposures for these foreign operations were the Japanese Yen and Brazilian Real, and the largest foreign currency net asset exposures for these foreign operations was the Canadian Dollar. The table below presents our foreign currency exchange rate risk and shows the effect of a hypothetical increase or decrease in foreign currency exchange rates against the U.S. Dollar as of September 30, 2020 on the estimated net carrying value of our foreign currency denominated assets, net of our foreign currency denominated liabilities. The selected hypothetical changes do not reflect what could be the potential best or worst case scenarios.

 

As of September 30, 2020

($ in millions)

Estimated

Fair Value

 

 

Hypothetical

Price Change

 

Estimated Fair Value

After Hypothetical

Change in Price

 

Hypothetical Percentage

Increase (Decrease)

in Stockholders' Equity

$(87.4)

(1)

 

20% Increase

 

($104.9)

 

(0.2%)

 

 

 

20% Decrease

 

(69.9)

 

0.2%

 

(1)

Denotes a net liability position as of September 30, 2020.

 

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, or “CEO,” and our chief financial officer, or “CFO,” of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q pursuant to Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of that date to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and timely reported as specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow for timely decisions regarding required disclosure. Our disclosure controls and procedures were designed to provide such assurance; however, we note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control Over Financial Reporting

No changes occurred during the quarter ended September 30, 2020 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

65

Part II. OTHER INFORMATION

Certain of our subsidiaries are parties to pending litigation and claims in connection with the ordinary course of their businesses. Each such subsidiary makes provisions for estimated losses to be incurred in such litigation and claims, including legal costs. We believe such provisions are adequate and do not believe that any pending litigation will have a material adverse effect on our consolidated results of operations, financial position or cash flows. See Note 12(a) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2019 Form 10-K.

 

Item 1A. Risk Factors.

 

There have been no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors” of the 2019 Form 10-K except as set forth below. The risk factors set forth below supplement, and should be read together with, that section for disclosures regarding what we believe are the more significant risks and uncertainties related to our businesses.

 

We expect that the impact of the COVID-19 global pandemic will continue to materially affect our businesses, results of operations, financial condition and liquidity. On March 11, 2020, the World Health Organization declared the global spread of a novel coronavirus (COVID-19) to be a pandemic and on March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States to be a national emergency. The COVID-19 global pandemic, or the “Pandemic,” and mitigation efforts by governments to attempt to control its spread have significantly impacted the global economy and our results of operations. We began to experience a negative impact on our results of operations arising from the Pandemic in the first quarter 2020 and that impact continued throughout the second and third quarter of 2020, and we expect it to continue to negatively affect our future results of operations in future periods, including in the fourth quarter of 2020. The duration and extent of the impact of the Pandemic on our business depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, suppliers and vendors. Given the scope and magnitude of the Pandemic, all of its direct and indirect consequences are not yet known and may not emerge for some time. The ongoing Pandemic presents risks and uncertainties to our operating businesses and investments, which could have a material adverse effect on our businesses, results of operations, financial condition and liquidity, including the following:

 

 

•

Estimated Loss Reserves. The anticipated and unknown risks related to the Pandemic may cause additional uncertainty in the process of estimating loss reserves of our reinsurance and insurance subsidiaries. For example, the behavior of claimants and policyholders may change in unexpected ways (such as an increase in the number of fraudulent claims), we may see an increase in the number of claims for certain product lines, the disruption to the court system may impact the timing and amounts of claims settlements and the actions taken by governmental bodies, both legislative and regulatory, in reaction to the Pandemic and their related impacts are hard to predict. As a result, our estimated reserves may change.

 

 

•

Revenues and Cash Flows. A prolonged economic downturn due to the Pandemic could result in a reduction in demand for our insurance and non-insurance products and services, which would negatively impact our revenues and cash flows. In addition, premium refunds or delayed receipt of premium payments, delayed payment of reinsurance recoverables and expedited claims payments in response to regulatory requirements as result of the Pandemic could have a negative impact on our revenues and cash flows.  

 

 

•

Regulations, Orders and Proposed Legislation. Federal, state and local government actions to address and contain the impact of the Pandemic may adversely affect us. For example, we are subject to legislative and/or regulatory action that seeks to retroactively mandate coverage for losses that policies of our reinsurance and insurance company subsidiaries were not designed or priced to cover. Currently, in some states there is proposed legislation to require insurers to cover business interruption claims irrespective of terms, exclusions or other conditions included in the policies that would otherwise preclude coverage. Regulatory restrictions or requirements could also impact pricing, risk selection and our rights and obligations with respect to our policies and insureds, including our ability to cancel policies or our right to collect premiums. At least one state regulator has issued an order requiring insurers to issue premium refunds, and regulators in other states could take similar actions. It is also possible that changes in economic conditions and steps taken by federal, state and local governments in response to the Pandemic could require an increase in taxes at the federal, state and local levels, which would adversely impact our results of operations. In addition, we are a holding company and conduct our operations principally through our regulated reinsurance and insurance company subsidiaries.  We rely upon dividends and other permitted distributions from our regulated reinsurance and insurance company subsidiaries (including subsidiaries of AIHL and the TransRe holding company) as an important source of funds to meet our ongoing cash requirements, including our existing, and any future, debt service payments, and other expenses.  Our regulated reinsurance and insurance company subsidiaries are subject to various regulatory restrictions that limit the maximum amount of dividends available to be paid by them without prior approval of the relevant regulatory authorities.  In response to the Pandemic, it is possible that these regulatory restrictions may be increased which would decrease the amount of dividends we are permitted to receive from our regulated subsidiaries.

 

66

 

•

Heightened Cybersecurity Risks. Having shifted to remote working arrangements in many of our locations, we face a heightened risk of cybersecurity attacks or data security incidents and are more dependent on internet and telecommunications access and capabilities.

 

 

•

Investments in Debt Securities, Equity Securities and Other Invested Assets. The fair value of our investments in debt, equity securities and certain other invested assets fluctuates depending on general economic and market conditions. In the first nine months of 2020, the Pandemic had a significant negative impact on financial markets, and consequently the fair value of our equity securities depreciated by $188.0 million, and we recorded $10.9 million of losses through a credit allowance for available for sale debt securities. Due to the unprecedented nature of the Pandemic and related uncertainty, it is probable that financial markets, and by extension the value of our investment portfolio, will remain volatile until more clarity is available around the economic impact of the Pandemic. Prospectively, the sensitivity of the value of our investment portfolio relative to changes in broader financial markets can be approximated by the market beta of our equity holdings and the effective duration of our debt securities.  As of September 30, 2020, the market beta and effective duration of our equity and debt securities were 0.9 and 4.5 years, respectively. A market beta of 0.9 suggests that, over time, the portfolio is expected to move consistently with the stock market, and a duration of 4.5 years suggests that, for a 1% move in interest rates, the fixed income portfolio should appreciate or depreciate by 4.5 percent.

 

 

•

Heightened Risks of Downgrades, Impairments and Defaults. We are subject to the risk that the issuers of debt securities we own or borrowers on commercial mortgage loans we have invested in may become less credit worthy or default on principal and interest payments they owe us. The longer and more severe the negative impact of the Pandemic, the more at risk our portfolio of investments in debt securities and commercial mortgage loans would be to credit downgrades, impairments and defaults. Exposures to industries and sectors most impacted by the shut-down of non-essential goods and services are at heightened risk of downgrades and other credit events. These include all forms of exposures to hospitality, travel, retail, energy and consumer finance. The risks related to a prolonged shut-down are by no means limited to these sectors, but these are likely to be severely impacted. 

 

 

•

Deflationary Economic Environment. In a deflationary scenario, economic conditions deteriorate as the value of a unit of currency in the future exceeds its value in the present. In addition to this dynamic reducing the incentive to borrow, which would hinder economic growth, it also makes servicing existing debts more onerous for issuers, which in turn increases the likelihood of credit downgrades, impairments and defaults. Additionally, deflation generally is connected with lower interest rates which create challenges in generating sufficient levels of investment income.

 

 

•

Oil and Gas Price Volatility. Market prices for oil and gas collapsed in the first nine months of 2020 as the combination of the Pandemic and geopolitical tensions among the world’s energy producers resulted in the simultaneous reduction of demand and increase in supply of crude. The price shock has adversely affected the results, prospects and values of our investments in energy-related businesses, including Alleghany’s wholly-owned subsidiary SORC, which businesses are likely to remain pressured until the uncertainty around the Pandemic and the price of energy products abates.

 

 

•

Counterparty Credit Risk. A prolonged economic downturn due to the Pandemic would increase our credit risk, reflecting our counterparty dealings with agents, brokers, customers, retrocessionaires, capital providers, and parties associated with our investment portfolio. If one or more of these counterparties experience operational or financial failures as a result of the impacts from the spread of COVID-19, or claim that they cannot perform due to a force majeure, it could have a material adverse effect on our businesses, results of operations, financial condition and liquidity.

 

In addition, adverse impacts from the Pandemic may include further declines in our equity securities portfolio, additional credit-related realized and unrealized losses on our debt securities and commercial mortgage portfolios, additional credit losses on our reinsurance recoverables and other receivables, further losses from event cancellation and other coverages from our reinsurance and insurance subsidiaries, negative impact to revenues and earnings of certain Alleghany Capital subsidiaries, and impairment of certain Alleghany Capital subsidiary goodwill and intangible assets. As a result of any one or a combination of the risks identified above, the Pandemic could have a material adverse effect on our businesses, results of operations, financial condition and liquidity.

67

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

(c) Issuer Purchases of Equity Securities.

The following table presents our common stock repurchases for the quarter ended September 30, 2020:

 

 

 

Total Number

of Shares

Repurchased

 

 

Average

Price Paid

per Share

 

 

Total Number

of Shares

Purchased as

Part of Publicly

Announced Plans

or Programs(1)

 

 

Approximate

Dollar Value of

Shares That May

Yet be Purchased

Under the Plans

or Programs(1)

(in millions)

 

July 1 to July31

 

 

—

 

 

$

—

 

 

 

—

 

 

$

582.9

 

August 1 to August 31

 

 

51,171

 

 

 

547.08

 

 

 

51,171

 

 

 

554.9

 

September 1 to September 30

 

 

80,243

 

 

 

523.34

 

 

 

80,243

 

 

 

512.9

 

Total

 

 

131,414

 

 

 

532.59

 

 

 

131,414

 

 

 

 

 

 

 

(1)

In June 2018, our Board of Directors authorized the repurchase of shares of our common stock, at such times and at prices as management determines to be advisable, up to an aggregate of $400.0 million. In September 2019, our Board of Directors authorized, upon the completion of the previously announced program, the repurchase of additional shares of our common stock at such times and at prices as management determines to be advisable, up to an aggregate of $500.0 million.

 

 

 

Item 5. Other Information.

 

On November 3, 2020, the Alleghany Board of Directors approved amendments to Alleghany’s Amended and Restated By-laws (as amended, the “By-laws”), which became effective immediately.  The amendments include, without limitation, the following:

 

 

•

outlining the process for Board of Directors action in the event of an emergency;

 

•

allowing special meetings of the Board of Directors to be held with less than 48 hours’ notice;

 

•

updating the advance notice provisions for director nominations and stockholder proposals;

 

•

clarifying that the Board of Directors may adjourn or delay the annual meeting of stockholders;

 

•

clarifying the powers of the chairperson of the stockholder meeting to regulate conduct at such meeting;

 

•

designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of litigation; and

 

•

other clarifying and conforming amendments throughout the By-laws.

The above summary is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


68

 

Item 6. Exhibits.

 

Exhibit 
Number

 

Description

 

 

 

3.1

 

Amended and Restated By-laws of Alleghany, as amended November 3, 2020.

 

 

 

31.1

 

Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Exchange Act.

 

 

 

31.2

 

Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) or Rule 15(d)-14(a) of the Exchange Act.

 

 

 

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section  906 of the Sarbanes-Oxley Act of 2002. This exhibit shall not be deemed “filed” as a part of this Form 10-Q.

 

 

 

32.2

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section  906 of the Sarbanes-Oxley Act of 2002. This exhibit shall not be deemed “filed” as a part of this Form 10-Q.

 

 

 

101

 

Interactive Data Files formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019; (ii) Consolidated Statements of Earnings and Comprehensive Income for the three and nine months ended September 30, 2020 and 2019; (iii) Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2020 and 2019; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019; and (v) Notes to Unaudited Consolidated Financial Statements.

 

 

 

104

 

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

69

SIGNATURES

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

 

 

 

ALLEGHANY CORPORATION

 

 

 

(Registrant)

 

 

 

 

 

Date: November 3, 2020

 

By:

 

/s/ Kerry J. Jacobs

 

 

 

 

Kerry J. Jacobs

 

 

 

 

Senior Vice President and chief financial officer

 

 

 

 

(principal financial officer)

 

70

Exhibit 3.1

 

AMENDED AND RESTATED BY-LAWS

OF

ALLEGHANY CORPORATION

DELAWARE

 

 

 

 

ARTICLE I.

STOCKHOLDERS

Section 1.  Annual Meetings

The annual meeting of stockholders for the election of directors and for the transaction of any other business that may properly come before the meeting in accordance with these by-laws of Alleghany Corporation (the “Corporation”) (as amended from time to time in accordance with the provisions hereof, these “By-laws”) shall be held at such date, at such time and at such place or places within or without the State of Delaware as may from time to time be determined from time to time by the Board of Directors of the Corporation (the “Board of Directors”). The Board of Directors may for any reason postpone, adjourn, recess, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.  The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

Section 2.  Special Meetings

Unless otherwise required by law or by the restated certificate of incorporation of the Corporation (including, without limitation, the terms of any certificate of designation with respect to any series of preferred stock), as amended and restated from time to time (the “Certificate of Incorporation”), at any time in the interval between regular meetings, special meetings of stockholders of the Corporation, for any purposes or purposes, may be called only by the Chair of the Board of Directors (the “Chair of the Board”) or by a majority of the Board of Directors, to be held at such times and at such places within or without the State of Delaware as may be specified in the notices of such meetings.  The notice of any special meeting shall state the purpose of the meeting and specify the action to be taken at said meeting and no business shall be transacted thereat except that specifically named in the notice.  The Chair of the Board or the Board of Directors may postpone, adjourn, recess, reschedule or cancel any special meeting of stockholders previously called by either of them.

Section 3.  Notice of Meeting

Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the date and time, place, if any, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called and the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting.  Written notice of any meeting shall be delivered personally, by mail or by electronic transmission (as defined below) (if permitted under the circumstances by the DGCL) at least ten (10) days and not more than sixty (60) days prior to the date of the meeting, by or at the direction of the Chair of the Board or the Board of Directors, to each stockholder entitled to vote at such meeting as of the record date for determining stockholders entitled to notice of the meeting.  If mailed, such notice shall be

2

 

deemed given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the stockholder’s address as it appears on the stock transfer books of the Corporation.  If notice is given by means of electronic transmission, such notice shall be deemed to be given at the times provided in the DGCL.  Such further notice shall be given as may be required by law.  Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice of such special meeting.  Meetings may be held without notice if all stockholders entitled to vote are present or if notice is waived by those not present.  For the purposes of these By-laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 4.  Voting

At all meetings of stockholders any stockholder entitled to vote may vote in person or by proxy.  Such proxy or any revocation or amendment thereof, shall be in writing, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary of the Corporation at or before the meeting of stockholders.  The Corporation may require that such proxy indicate whether such stock is beneficially owned by a Substantial Stockholder, as defined in Article NINTH of the Certificate of Incorporation.

Section 5.  Quorum

Unless otherwise required by statute, the Certificate of Incorporation or these By-laws, at any meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting (after giving effect to the provisions of Article NINTH of the Certificate of Incorporation) shall constitute a quorum.  A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If at any meeting of the stockholders there be less than a quorum present, the chairperson of the meeting, or in the absence of the chairperson of the meeting, stockholders so present at such meeting, by a majority in voting power thereof may, without further notice, adjourn the meeting from time to time in the manner provided in Article I, Section 9 of these By-laws until a quorum shall attend, but no business shall be transacted at any such adjournment except such as might have been lawfully transacted had the meeting not been adjourned.  In the event quorum is present at a meeting of the stockholders, only the Board of Directors or the chairperson of the meeting may adjourn the meeting and may do so for any reason from time to time in the manner provided in Article I, Section 9 of these By-laws.  If a quorum is present at the original duly organized meeting of stockholders, it shall also be deemed present at an adjourned session of such meeting, unless a new record date is set for the adjourned session.

Section 6.  Action at Meetings

Except as otherwise required by law, the Certificate of Incorporation or these By-laws, a majority of the votes (after giving effect to the provisions of Article NINTH of the Certificate of Incorporation) cast at a meeting at which a quorum is present shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, and the stockholders shall not be entitled to cumulate their votes upon the election of directors, or upon

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any other matter.  Any action required or permitted to be taken by the stockholders must be effected at an annual or special meeting of stockholders and may not be effected by any consent in writing by such stockholders.  A nominee for director shall be elected to the Board of Directors if the votes cast for such nominee exceed the votes against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of the stockholders for which (i) the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Article I, Section 9 of these By-laws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the day next preceding the date the Corporation first mails its notice of meeting for such meeting to stockholders.  If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.

Section 7.  Procedure at Meetings

In advance of any meeting of stockholders of the Corporation, the Board of Directors may, and if required by law, shall appoint one or more persons to serve as inspectors of election at any meeting of stockholders.  In the absence of such appointment, the chairperson of the meeting may make such appointment.  The inspectors of election shall receive, examine and tabulate all ballots, and proxies, including proxies filed with the Secretary, shall determine the presence or absence of a quorum and shall report to chairperson of the meeting the result of all voting taken at the meeting by ballot.

The Chair of the Board, or such other person as the Board of Directors may designate, shall act as chairperson of meetings of stockholders of the Corporation.  The Board of Directors may adopt by resolution such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate.  Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairperson of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized proxies or such other persons as the chairperson of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement of the meeting; (f) limitations on the time allotted to questions or comments by participants; (g) removal of any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines; (h) conclusion, recess or adjournment of the meeting, regardless of whether a quorum is present, to a later date and time and at a place, if any, announced at the meeting; (i) restrictions on the use of audio and video recording devices, cell phones and other electronic devices; (j) rules, regulations or procedures for compliance with any state and local laws and regulations concerning safety, health and security; (k) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (l) any guidelines and procedures as the

4

 

 

chairperson may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting, whether such meeting is to be held at a designated place or solely by means of remote communication.  The chairperson of a stockholder meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall determine and declare to the meeting that a matter or business was not properly brought before the meeting, and, if the chairperson should so determine, the chairperson shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be transacted or considered.  Except to the extent determined by the Board of Directors or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 8.  Business of the Meeting; Notice of Stockholder Proposals and Director Nominations

At any annual meeting of stockholders, nominations of persons for election to the Board of Directors and the proposal of business other than nominations to be considered by the stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any stockholder who (A) was a stockholder of record of the Corporation (1) at the time the notice provided for in this Article I, Section 8 is delivered to the Secretary of the Corporation, (2) on the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting of stockholders and (3) through the date of such annual meeting of stockholders, (B) who is entitled to vote at the annual meeting and (C) who complies with the notice procedures set forth in this Article I, Section 8.  For the avoidance of doubt, compliance with the foregoing clause (ii) shall be the exclusive means for a stockholder to make nominations, or to propose any other business (other than a proposal included in the Corporation’s proxy materials pursuant to and in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting of stockholders.

For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to this Article I, Section 8, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action.  To be timely, a stockholder’s notice must be delivered or mailed to the secretary of the Corporation and received at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting of stockholders (provided, however, that in the event that the date of the annual meeting of stockholders is more than thirty (30) days before or more than sixty (60) days after such anniversary date, to be timely, a stockholder’s notice must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation).  The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors

5

 

 

to be elected at such annual meeting.  In no event shall the adjournment, recess, postponement or rescheduling of an annual meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of notice as described above.

To be in proper written form, the notice of any stockholder giving notice under this Article I, Section 8 (each, a “Noticing Party”) must set forth:

 

(i)

as to each person whom such Noticing Party proposes to nominate for election as a director (each, a “Proposed Nominee”), if any:

 

a.

the name, age, business address and residence address of such Proposed Nominee;

 

b.

the principal occupation and employment of such Proposed Nominee;

 

c.

a written questionnaire with respect to the background and qualification of such Proposed Nominee, completed by such Proposed Nominee in the form required by the Corporation (which form such Noticing Party shall request in writing from the Secretary prior to submitting notice and which the Secretary shall provide to such Noticing Party within ten (10) days after receiving such request), which questionnaire may include such questions, representations or other requirements as set forth by any applicable regulatory body with authority over the Corporation or its business;

 

d.

a written representation and agreement completed by such Proposed Nominee in the form required by the Corporation (which form such Noticing Party shall request in writing from the Secretary prior to submitting notice and which the Secretary shall provide to such Noticing Party within ten (10) days after receiving such request) providing that such Proposed Nominee: (I) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Proposed Nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such Proposed Nominee’s ability to comply, if elected as a director of the Corporation, with such Proposed Nominee’s fiduciary duties under applicable law; (II) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director or nominee that has not been disclosed to the Corporation; (III) will, if elected as a director of the Corporation, comply with all applicable rules of any securities exchanges upon which the Corporation’s securities are listed, the Certificate of Incorporation, these By-laws and all applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality and stock ownership and trading policies and other guidelines and policies of the Corporation generally applicable to directors, and all applicable fiduciary duties under state law; (IV)

6

 

 

 

consents to being named as a nominee for the meeting and to serving a full term as a director of the Corporation, if elected; and (V) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and that do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

e.

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings, written or oral, during the past three (3) years, and any other material relationships, between or among such Proposed Nominee, on the one hand, and such Noticing Party or any Stockholder Associated Person (as defined below), on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K as if such Noticing Party and any Stockholder Associated Person were the “registrant” for purposes of such rule and the Proposed Nominee were a director or executive officer of such registrant; and

 

f.

all other information relating to such Proposed Nominee or such Proposed Nominee’s associates that would be required to be disclosed in a proxy statement or other filing required to be made by such Noticing Party or any Stockholder Associated Person in connection with the solicitation of proxies for the election of directors in a contested election or otherwise required pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (collectively, the “Proxy Rules”);

 

(ii)

as to any other business that such Noticing Party proposes to bring before the meeting:

 

a.

a reasonably brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;

 

b.

the text of the proposal or business (including the complete text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these By-laws, the language of the proposed amendment);

 

c.

the reasons for conducting such business at the meeting;

 

d.

a complete and accurate description of any material interest in such business of such stockholder and any Stockholder Associated Person, individually or in the aggregate, including any anticipated benefit to the stockholder and any Stockholder Associated Person therefrom; and

 

e.

all other information relating to such business that would be required to be disclosed in a proxy statement or other filing required to be made by such Noticing Party or any Stockholder Associated Person in connection with the

7

 

 

 

solicitation of proxies in support of such proposed business by such Noticing Party or any Stockholder Associated Person pursuant to the Proxy Rules;

 

(iii)

as to such Noticing Party, each Proposed Nominee and each Stockholder Associated Person:

 

a.

the name and address of such Noticing Party, each Proposed Nominee and each Stockholder Associated Person (including, as applicable, as they appear on the Corporation’s books and records);

 

b.

the class, series and number of shares of each class or series of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially and/or of record by such Noticing Party, any Proposed Nominee or any Stockholder Associated Person and the date or dates such shares were acquired and the investment intent of such acquisition(s);

 

c.

the name of each nominee holder for, and number of, any securities of the Corporation owned beneficially but not of record by such Noticing Party, any Proposed Nominee or any Stockholder Associated Person and any pledge by such Noticing Party, any Proposed Nominee or any Stockholder Associated Person with respect to any of such securities;

 

d.

any short interest of such stockholder, Proposed Nominee or Stockholder Associated Person in any security of the Corporation;

 

e.

a complete and accurate description of all agreements, arrangements or understandings, written or oral, (including any derivative or short positions, profit interests, hedging transactions, options, warrants, convertible securities, stock appreciation or similar rights and borrowed or loaned shares) that have been entered into by, or on behalf of, such Noticing Party, any Proposed Nominee or any Stockholder Associated Person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the price of any securities of the Corporation, or maintain, increase or decrease the voting power of such Noticing Party, any Proposed Nominee or any Stockholder Associated Person with respect to securities of the Corporation, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation (any of the foregoing, a “Derivative Instrument”) and any other information about such Derivative Instrument that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, if such Derivative Instruments were treated the same as securities of the Corporation under such requirements;

 

f.

any substantial interest, direct or indirect (including any existing or prospective commercial, business or contractual relationship with the Corporation), by

8

 

 

 

security holdings or otherwise, of such Noticing Party, any Proposed Nominee or any Stockholder Associated Person in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Corporation securities where such Noticing Party, such Proposed Nominee or such Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

 

g.

a complete and accurate description of all agreements, arrangements or understandings, written or oral, (I) between or among such Noticing Party and any of the Stockholder Associated Persons or (II) between or among such Noticing Party or any Stockholder Associated Person and any other person or entity (naming each such person or entity) or any Proposed Nominee, including, without limitation, (x) any proxy, contract, arrangement, understanding or relationship pursuant to which such Noticing Party or any Stockholder Associated Person has a right to vote any security of the Corporation, (y) any understanding, written or oral, that such Noticing Party or any Stockholder Associated Person may have reached with any stockholder of the Corporation (including the name of such stockholder) with respect to how such stockholder will vote such stockholder’s shares in the Corporation at any meeting of the Corporation’s stockholders or take other action in support of any Proposed Nominee or other business, or other action to be taken, by such Noticing Party or any Stockholder Associated Person and (z) any other agreements that would be required to be disclosed by such Noticing Party, any Proposed Nominee, any Stockholder Associated Person or any other person or entity pursuant to Item 5 or Item 6 of a Schedule 13D pursuant to Section 13 of the Exchange Act and the rules and regulations promulgated thereunder (regardless of whether the requirement to file a Schedule 13D is applicable to such Noticing Party, any Proposed Nominee, any Stockholder Associated Person or any other person or entity);

 

h.

any rights to dividends on the shares of the Corporation owned beneficially by such Noticing Party, any Proposed Nominee or any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation;

 

i.

any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which such Noticing Party, any Proposed Nominee or any Stockholder Associated Person is (I) a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (II) the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity;

 

j.

any significant equity interests or any Derivative Instruments or short interests in any principal competitor of the Corporation held by such Noticing Party, any Proposed Nominee or any Stockholder Associated Person;

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k.

any direct or indirect interest of such Noticing Party, any Proposed Nominee or any Stockholder Associated Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, any employment agreement, collective bargaining agreement or consulting agreement);

 

l.

a description of any material interest of such Noticing Party, any Proposed Nominee or any Stockholder Associated Person in the business proposed by such Noticing Party, if any, or the election of any Proposed Nominee;

 

m.

a complete an accurate description of any performance-related fees (other than an asset-based fee) to which such Noticing Party, any Proposed Nominee or any Stockholder Associated Person may be entitled as a result of any increase or decrease in the value of the Corporation’s securities or any Derivative Instruments, including, without limitation, any such interests held by members of any Proposed Nominee’s or Stockholder Associated Person’s immediate family sharing the same household;

 

n.

a complete and accurate description of any pending or threatened legal proceeding in which such Noticing Party, Proposed Nominee or Stockholder Associated Person is a party or participant involving the Corporation or any officer, affiliate or associate (as defined below) of the Corporation;

 

o.

the investment strategy or objective, if any, of such Noticing Party, any Proposed Nominee or any Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in the Noticing Party or any Stockholder Associated Person; and

 

p.

all other information relating to such Noticing Party or any Stockholder Associated Person, or such Noticing Party’s or any Stockholder Associated Person’s associates, that would be required to be disclosed in a proxy statement or other filing in connection with the solicitation of proxies in support of the business proposed by such Noticing Party, if any, or for the election of any Proposed Nominee in a contested election or otherwise pursuant to the Proxy Rules; and

 

(iv)

as to the Noticing Party and any Stockholder Associated Person:

 

a.

a representation from the Noticing Party that (I) such Noticing Party (x) is a holder of record of stock of the Corporation entitled to vote at such meeting, (y) intends to vote such stock at such meeting, and (z) intends to appear in person or by proxy at the meeting to nominate any Proposed Nominees or bring such business before the meeting; and (II) if such Noticing Party does not appear to present such Proposed Nominee or proposal at such meeting, the Corporation need not present such Proposed Nominee or proposal for a vote at such meeting,

10

 

 

 

notwithstanding that proxies in respect of such vote may have been received by the Corporation;

 

b.

a representation whether the Noticing Party and/or Stockholder Associated Person, if any, intends or is part of a group which intends (I) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal(s) or elect the nominee(s) and/or (II) otherwise to solicit proxies from stockholders in support of such proposal(s) or nomination(s);

 

c.

the investment strategy or objective, if any, of such Noticing Party and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person; and

 

d.

any other information relating to such Noticing Party and any Stockholder Associated Person, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.  The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

 

(v)

Notwithstanding anything in the By-laws to the contrary, no business shall be brought before or conducted at the annual meeting except in accordance with the provisions of this Article I, Section 8.  The chairperson of the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 8 and, if he or she shall so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be so transacted.

At any special meeting of stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors.

For purposes of these By-laws, (i) “affiliate” and “associate” each shall have the respective meanings set forth in Rule 12b-2 under the Exchange Act; (ii) “beneficial owner” or “beneficially owned” shall have the meaning set forth for such terms in Section 13(d) of the Exchange Act; (iii) “close of business” shall mean 5:00 p.m. Eastern Time on any calendar day, whether or not the day is a business day; (iv) “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; (v) “short interest” shall mean any agreement, arrangement, understanding, relationship or otherwise, including, without limitation, any repurchase or similar so-called

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“stock borrowing” agreement or arrangement, involving any Noticing Party or any Stockholder Associated Person of any Noticing Party directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Noticing Party or any Stockholder Associated Person of any Noticing Party with respect to any class or series of shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of shares of the Corporation; and (vi) “Stockholder Associated Person” shall mean, with respect to any Noticing Party, (a) any person directly or indirectly controlling, controlled by, under common control with such Noticing Party, (b) any member of the immediate family of such Noticing Party sharing the same household, (c) any person who is a member of a “group” (as such term is used in Rule 13d‑5 under the Exchange Act (or any successor provision at law)) with or otherwise acting in concert with such Noticing Party or Stockholder Associated Person with respect to the stock of the Corporation, (d) any beneficial owner of shares of stock of the Corporation owned of record by such Noticing Party or Stockholder Associated Person (other than a stockholder that is a depositary), (e) any affiliate or associate of such Noticing Party or any Stockholder Associated Person, (f) any participant (as defined in paragraphs (a)(ii)‑(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Noticing Party or Stockholder Associated Person with respect to any proposed business or nominations, as applicable, and (g) any Proposed Nominee.

Section 9.  Adjournments

Regardless of whether a quorum is present, any meeting of stockholders may be adjourned or recessed from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time and place, if any, and the means of remote communication, if any, thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  If, after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

ARTICLE II.

DIRECTORS

Section 1.  Number and Election

The number of directors shall be as provided in the Certificate of Incorporation of the Corporation.  Except as provided in Article II, Section 2 of these By-laws, directors shall be elected at the annual meeting of the stockholders in accordance with the Certificate of

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Incorporation and each director shall hold office until his or her successor is elected and qualified or until such director’s earlier death, resignation or removal.

Section 2.  Vacancies

Subject to the rights of the holders of any series of preferred stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increases in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and any director so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which such director has been elected expires and until such director’s successor shall have been duly elected and qualified.

Section 3.  Regular Meetings

Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors may from time to time determine.

Section 4.  Special Meetings

Special meetings of the Board of Directors may be called at any time, at any place and for any purpose by the Chair of the Board and shall be called by the Chair of the Board upon the request of any three directors.

Section 5.  Notice of Meeting

Notice of regular meetings of the Board of Directors need not be given.

Notice of every special meeting of the Board of Directors stating the place, date and time of the meeting shall be given to each director, by (a) deposit in the mail at least seventy-two hours before the meeting, or (b) telephone communication directly with such person, the dispatch of a telegraphic communication to his or her address, actual delivery to his or her address, email, facsimile or other means of electronic transmission delivered or sent not less than twenty-four (24) hours before the meeting, or on such shorter notice as the Chair of the Board may deem necessary or appropriate in the circumstances.  If given to a director by mail, telegraph or actual delivery to his or her address, such notice shall be sent or delivered to his or her business or residential address as shown on the records of the Secretary or an Assistant Secretary of the Corporation, or to such other address as shall have been furnished to the Secretary or an Assistant Secretary of the Corporation by him or her for the purpose.  Any director may waive notice of any meeting before or after the meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting, and does so object, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.  A special meeting of the Board of Directors may be held at any time without notice if all of the directors are present or if those not present waive notice of the meeting in accordance with these By-laws.

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Section 6.  Quorum; Action at Meetings

A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if, at any meeting of the Board, there be less than a quorum present, the members at the meeting may, without further notice, adjourn the same from time to time until a quorum shall attend.  Except as herein or in the Certificate of Incorporation provided or as required by law, a majority of such quorum shall decide any questions that may come before the meeting.

Section 7.  Participating in Meeting by Conference Telephone

Members of the Board of Directors, or any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time and such participation shall constitute presence in person at such meeting.

Section 8.  Dividends

Anything in these By-laws to the contrary notwithstanding, the declaration of dividends or other distributions on the capital stock of the Corporation, whether in cash or property (other than the dividend preference payable on any preferred stock of the Corporation outstanding from time to time), may be authorized only by vote of in excess of three-quarters (75%) of the directors present at a meeting duly called at which a quorum is present.

Section 9.  Chair of the Board

The Board of Directors may appoint one of its number as Chair of the Board to serve at the pleasure of the Board of Directors.  The Chair of the Board shall preside at all meetings of the Board of Directors and shall perform such other duties and exercise such other powers as may be assigned to him or her from time to time by the Board of Directors.  The position of Chair of the Board shall not constitute an officer position of the Corporation and the Chair of the Board shall not be assigned any duties or powers which could result in the Chair of the Board being considered an executive officer of the Corporation as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code of 1986, as amended.

Section 10.  Vice Chair of the Board

In addition to the appointment of a Chair of the Board, as provided in Article II, Section 9 of these By‑laws, the Board of Directors may appoint one of its number to the position of Vice Chair of the Board to serve at the pleasure of the Board.  The position of Vice Chair of the Board shall not constitute an officer position of the Corporation.  The Vice Chair of the Board shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Board of Directors or the Chair of the Board, but shall not be assigned any duties or powers which could result in the Vice Chair of the Board being considered an executive officer of the Corporation as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code of 1986, as amended.

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ARTICLE III.

COMMITTEES OF THE BOARD OF DIRECTORS

Section 1.  Election

The Board of Directors may appoint one or more committees composed of two or more of its members, and may appoint one of the members of each such committee to the office of chair thereof.  Members of the committees of the Board of Directors shall hold office for a term of one year and until their successors are appointed and qualify or until they shall cease to be directors.

Section 2.  Powers

The committees of the Board of Directors shall have such powers as shall be properly delegated to them by the Board of Directors.

Section 3.  Vacancies

If the office of any member of any committee becomes vacant by death, resignation, or otherwise, such vacancy may be filled from the members of the Board of Directors by the Board of Directors.

Section 4.  Substitute Members

In the event that a member of any committee is absent from a meeting of the committee, the members of the committee present at the meeting whether or not they constitute a quorum may appoint another director to act in place of the absent member.

Section 5.  Meetings and Notice of Meetings

All committees of the Board of Directors shall meet at such times and upon such notice as they may determine.

Section 6.  Quorum; Action at Meetings

At any meeting of any committee, however called, a majority of the members shall constitute a quorum for the transaction of business.  A majority of such quorum shall decide any questions that may come before the meeting.

ARTICLE IV.

OFFICERS

Section 1.  Election and Number

The Board of Directors shall appoint a Chief Executive Officer from among the directors, and a Secretary and a Treasurer, who need not be directors.  The Board of Directors may also

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appoint a President, an Executive Vice President and one or more Senior Vice Presidents and/or Vice Presidents, who need not be directors.  All officers of the Corporation shall hold office at the pleasure of the Board of Directors.  Any two or more offices, except those of President and Vice President, may, at the discretion of the Board of Directors, be held by the same person.  The Board of Directors may from time to time appoint such other officers and agents with such powers and duties as the Board of Directors may prescribe.

Section 2.  Chief Executive Officer

The Chief Executive Officer shall be the chief executive officer and the chief operating officer of the Corporation.  In the absence of the Chair of the Board, he or she shall preside at all meetings of the Board of Directors.  Subject to the control of the Board of Directors, he or she shall have direct power and authority over the business and affairs of the Corporation.  The Chief Executive Officer shall perform such other duties and exercise such other powers as may be assigned to him or her from time to time by the Board of Directors.

Section 3.  President

The President shall perform the duties of the Chief Executive Officer in his or her absence or during his or her disability to act.  In addition, the President shall perform the duties and exercise the powers usually incident to such office and/or shall perform such other duties and exercise such other powers as may be assigned to him or her from time to time by the Board of Directors or the Chief Executive Officer.

Section 4.  Executive Vice President

The Executive Vice President shall perform the duties of President in his or her absence or during his or her disability to act.  In addition, the Executive Vice President shall perform the duties and exercise the powers usually incident to such office and/or such other duties and powers as may be properly assigned thereto from time to time by the Board of Directors, the Chief Executive Officer or the President.

Section 5.  Senior Vice Presidents

The Senior Vice President or Senior Vice Presidents shall perform the duties of the Executive Vice President in his or her absence or during his or her disability to act.  In addition, the Senior Vice President or Senior Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them from time to time by the Board of Directors, the Chief Executive Officer, the President or the Executive Vice President having supervisory authority over them.

Section 6.  Vice Presidents

The Vice President or Vice Presidents shall perform the duties of the Senior Vice President or Senior Vice Presidents in his, her or their absence or during his, her or their disability to act.  In addition, the Vice President or Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and such other duties and powers as may be properly assigned to them from time to time by the Board of Directors, the Chief

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Executive Officer, the President, the Executive Vice President or any Senior Vice President having supervisory authority over them.

Section 7.  Secretary

The Secretary shall issue notices of meetings, keep the minutes of the Board of Directors and its committees, have charge of the corporate seal, and perform such other duties and exercise such other powers as are usually incident to such office or are properly assigned thereto by the Board of Directors, the Chief Executive Officer, the President, the Executive Vice President or any Senior Vice President or Vice President having supervisory authority over him or her.

Section 8.  Treasurer

The Treasurer shall have charge of all monies and securities of the Corporation, other than monies and securities of any division of the Corporation which has a treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of account.  The funds of the Corporation shall be deposited in the name of the Corporation by the Treasurer with such banks or trust companies as the Board of Directors from time to time shall designate.  He or she shall sign or countersign such instruments as require his or her signature, shall perform all such duties and have all such powers as are usually incident to such office or are properly assigned to him or her by the Board of Directors, the Chief Executive Officer, the President, the Executive Vice President or any Senior Vice President or Vice President having supervisory authority over him or her, and may be required to give bond for the faithful performance of his or her duties in such sum and with such surety as may be required by the Board of Directors.

Section 9.  Controller

The Controller shall be responsible for the accounting policies and practices of the Corporation, maintain its financial records, collect and consolidate the financial results of its subsidiaries and other operating units, prepare its financial reports, determine the amount and source of the funds required to meet its financial obligations, and perform such other duties and exercise such other powers as are usually incident to such office or are properly assigned thereto by the Board of Directors, the Chief Executive Officer, the President, the Executive Vice President or any Senior Vice President or Vice President having supervisory authority over him or her.

Section 10.  Assistant Secretary; Assistant Treasurer

The Board of Directors may appoint one or more assistant secretaries and one or more assistant treasurers, or one appointee to both such positions, which officers shall have such powers and shall perform such duties as are provided in these By-laws to the Secretary or Treasurer, as the case may be, or as are properly assigned thereto by the Board of Directors, the Chief Executive Officer, the President, the Secretary or Treasurer as the case may be, or any other officer having supervisory authority over them.

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ARTICLE V.

FISCAL YEAR

The fiscal year of the Corporation shall end on the thirty-first day of December in each year, or on such other day as may be fixed from time to time by the Board of Directors.

ARTICLE VI.

SEAL

The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary or an Assistant Secretary.

ARTICLE VII.

STOCK

Section 1.  Certificates of Stock

Shares of the capital stock of the Corporation may be certificated or uncertificated, as provided under the DGCL.  Each stockholder, upon written request to the transfer agent or registrar of the Corporation, shall be entitled to a certificate of the capital stock of the Corporation in such form as may be approved by the Board of Directors and shall be signed, manually or by facsimile, by the Chair of the Board, President, Executive Vice President, a Senior Vice President or a Vice President, and by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, and sealed with the seal of Corporation or a facsimile thereof.

To the extent required by the DGCL, within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares represented, any restrictions on the transfer or registration of such shares of stock imposed by the Certificate of Incorporation, these By-laws, any agreement among stockholders or any agreement between stockholders and the Corporation, and any other information required to be set forth or stated on stock certificates pursuant to the DGCL.

Section 2.  Transfers

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock, whether certificated or uncertificated.  The Board of Directors may appoint Transfer Agents and Registrars thereof.

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Section 3.  Record Date; Closing of Transfer Books

The Board of Directors may fix a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of or to vote at a meeting or any adjournment thereof, receive payment of any dividend or other distribution, or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock.  The record date may not be more than sixty (60) nor less than ten (10) days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than twenty (20) days; and, in the case of a meeting of stockholders, the closing of the transfer books shall be at least ten (10) days before the date of the meeting.

Section 4.  Lost Certificates

The Board of Directors may determine the conditions upon which a new certificate of stock will be issued to replace a certificate which is alleged to have been lost, stolen, mutilated or destroyed, and the Board of Directors may delegate to any officer of the Corporation the power to make such determinations and to cause such replacement certificates to be issued.

Section 5.  Warrants

The foregoing provisions relative to shares of capital stock of the Corporation shall also apply to allotments, warrants or other rights representing shares of capital stock in the Corporation which may be issued from time to time by a vote of the Board of Directors in such form as they may approve.

Section 6.  Stock Ledger

The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds.  The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection.  The original stock ledger shall be kept at the office of the Corporation’s Transfer Agent.

ARTICLE VIII.

SIGNATURES

Section 1.  Negotiable Instruments

All checks, drafts, notes, or other obligations of the Corporation shall be signed (a) by any two officers of the Corporation of the rank of President, Executive Vice President, Senior Vice President or Vice President, (b) by the President, Executive Vice President, any Senior Vice President or any Vice President, and by the Treasurer or Assistant Treasurer or Secretary or Assistant Secretary, or (c) as otherwise authorized by the Board of Directors; provided, however, that bonds, debentures or notes issued under a mortgage indenture or trust agreement with a bank or trust company as trustee and coupons attached or pertaining to any such bonds, debentures or notes may be executed manually or by facsimile.

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Section 2.  Stock Transfers

All endorsements, assignments, transfers, stock powers or other instruments of transfer of securities standing in the name of the Corporation shall be executed for and in the name of the Corporation (a) by any two officers of the Corporation of the rank of President, Executive Vice President, Senior Vice President or Vice President, or (b) by the President, Executive Vice President, any Senior Vice President or any Vice President, and by the Secretary or any Assistant Secretary, or (c) as otherwise authorized by the Board of Directors.

ARTICLE IX.

WAIVER OF NOTICE OF MEETINGS

Section 1.  Stockholders

Notice of the time, place and/or purpose of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy; and if any stockholder shall, in a writing filed with the records of the meeting, either before or after the holding thereof, waive notice of any stockholders’ meeting, notice thereof need not be given to him or her.

Section 2.  Directors

Notice of any meeting of the Board of Directors or of any committee thereof need not be given to any director if he or she shall attend such meeting in person, or shall in a writing filed with the records of the meeting, either before or after the holding thereof, waive such notice; and any meeting of the Board of Directors or of any committee thereof shall be a legal meeting without any notice thereof having been given if all such directors shall be present at such meeting.

ARTICLE X.

VOTING OF STOCKS

Unless otherwise ordered by the Board of Directors, the President, the Executive Vice President, any Senior Vice President or any Vice President of this Corporation shall have full power and authority, on behalf of the Corporation, to attend, act and vote at any meeting of the stockholders of any corporation in which this Corporation may hold stock and at such meeting may exercise any or all rights and powers incident to the ownership of such stock and which as owner thereof the Corporation might exercise if present, and to execute on behalf of the Corporation a proxy or proxies empowering others to act as aforesaid.  The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

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ARTICLE XI.

CHECKS, NOTES, ETC.

All checks on the Corporation’s bank accounts and all drafts, bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such person or persons as shall be authorized to do so from time to time by the Board of Directors or by the committee or officer or officers of the Corporation to whom the Board of Directors shall have delegated the power to authorize such signing; provided, however, that the signature of any person so authorized on checks and drafts drawn on the Corporation’s dividend and special accounts may be in facsimile if the Board of Directors or such committee or officer or officers, whichever shall have authorized such person to sign such checks or drafts, shall have authorized such person to sign in facsimile, and provided further that in case notes or other instruments for the payment of money (other than notes, bonds or debentures issued under a trust instrument of the Corporation) are required to be signed by two persons, the signature thereon of only one of the persons signing any such note or other instrument may be in facsimile, and that in the case of notes, bonds or debentures issued under a trust instrument of the Corporation and required to be signed by two officers of the Corporation, the signatures of both such officers may be in facsimile if specifically authorized and directed by the Board of Directors of the Corporation and if such notes, bonds or debentures are required to be authenticated by a corporate trustee which is a party to the trust instrument and provided further that in case any person or persons who shall have signed any such note or other instrument, either manually or in facsimile, shall have ceased to be a person or persons so authorized to sign any such note or other instrument, whether because of death or by reason of any other fact or circumstance, before such note or other instrument shall have been delivered by the Corporation, such note or other instrument may, nevertheless, be adopted by the Corporation and be issued and delivered as though the person or persons who so signed such note or other instrument had not ceased to be such a person or persons.

ARTICLE XII.

OFFICES

The Corporation may have offices outside the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE XIII.

FORUM FOR CERTAIN ACTIONS

Section 1.  Forum

Unless a majority of the Board of Directors, acting on behalf of the Corporation, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no court located within the State of Delaware has jurisdiction, the federal district

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court for the District of Delaware), to the fullest extent permitted by law, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any of its directors, officers or other employees arising pursuant to any provision of the DGCL, these By-laws or the Certificate of Incorporation (in each case, as may be amended from time to time), (iv) any action asserting a claim against the Corporation or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware or (v) any other action asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court’s having personal jurisdiction over all indispensable parties named as defendants.  

Section 2.  Personal Jurisdiction

If any action the subject matter of which is within the scope of Article XIII, Section 1 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Article XIII, Section 1 (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 3.  Enforceability

If any provision of this Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article XIII, and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Section 4.  Notice and Consent

For the avoidance of doubt, any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII.

ARTICLE XIV.

AMENDMENTS

Subject to the provisions of the Certificate of Incorporation, (1) these By-laws may be amended, altered or repealed by the stockholders at any annual or special meeting by the affirmative vote of at least 75% of the voting power of the outstanding shares of Voting Stock (as defined in the Certificate of Incorporation) (after giving effect to the provisions of Article NINTH of the

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Certificate of Incorporation) and (2) these By-laws may be amended, altered or repealed by the Board of Directors by the affirmative vote of a majority of the Whole Board.

ARTICLE XV.

EMERGENCY BY-LAWS

Section 1.  Emergency By-laws

This Article XV shall be operative during any emergency, disaster or catastrophe, as referred to in Section 110 of the DGCL or other similar emergency condition (including, without limitation, a pandemic), as a result of which a quorum of the Board of Directors or a committee thereof cannot readily be convened for action (each, an “Emergency”), notwithstanding any different or conflicting provision of the preceding Sections of these By-laws or in the Certificate of Incorporation.  To the extent not inconsistent with the provisions of this Article XV, the preceding Sections of these By-laws and the provisions of the Certificate of Incorporation shall remain in effect during such Emergency, and upon termination of such Emergency, the provisions of this Article XV shall cease to be operative unless and until another Emergency shall occur.

Section 2.  Meetings; Notice

During any Emergency, a meeting of the Board of Directors or any committee thereof may be called by any member of the Board of Directors or such committee or the Chair of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation.  Notice of the place, date and time of the meeting shall be given by any available means of communication by the person calling the meeting to such of the directors or committee members and Designated Officers (as defined below) as, in the judgment of the person calling the meeting, it may be feasible to reach.  Such notice shall be given at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit.

Section 3.  Quorum

At any meeting of the Board of Directors called in accordance with Article XV, Section 2 above, the presence or participation of one director shall constitute a quorum for the transaction of business, and at any meeting of any committee of the Board of Directors called in accordance with Article XV, Section 2 above, the presence or participation of one committee member shall constitute a quorum for the transaction of business.  In the event that no directors are able to attend a meeting of the Board of Directors or any committee thereof, then the Designated Officers in attendance shall serve as directors, or committee members, as the case may be, for the meeting, without any additional quorum requirement and will have full powers to act as directors, or committee members, as the case may be, of the Corporation.

Section 4.  Liability

No officer, director or employee of the Corporation acting in accordance with the provisions of this Article XV shall be liable except for willful misconduct.

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Section 5.  Amendments

At any meeting called in accordance with Article XV, Section 2 above, the Board of Directors, or any committee thereof, as the case may be, may modify, amend or add to the provisions of this Article XV as it deems it to be in the best interests of the Corporation so as to make any provision that may be practical or necessary for the circumstances of the Emergency.

Section 6.  Repeal or Change

The provisions of this Article XV shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of Article XV, Section 4 above with regard to action taken prior to the time of such repeal or change.

Section 7.  Definitions

For purposes of this Article XV, the term “Designated Officer” means an officer identified on a numbered list of officers of the Corporation who shall be deemed to be, in the order in which they appear on the list up until a quorum is obtained, directors of the Corporation, or members of a committee of the Board of Directors, as the case may be, for purposes of obtaining a quorum during an Emergency, if a quorum of directors or committee members, as the case may be, cannot otherwise be obtained during such Emergency, which officers have been designated by the Board of Directors from time to time but in any event prior to such time or times as an Emergency may have occurred.

As amended November 3, 2020

 

 

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Weston M. Hicks, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Alleghany Corporation (the “Registrant”);

 

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;

 

4.

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:

 

a.

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;

 

b.

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;

 

c.

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

 

d.

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):

 

a.

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

 

b.

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 3, 2020

 

/s/ Weston M. Hicks

Weston M. Hicks

President and chief executive officer

 

 

 

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kerry J. Jacobs, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Alleghany Corporation (the “Registrant”);

 

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;

 

4.

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:

 

a.

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;

 

b.

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;

 

c.

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

 

d.

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):

 

a.

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

 

b.

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 3, 2020

 

/s/ Kerry J. Jacobs

Kerry J. Jacobs

Senior Vice President and chief financial officer

 

 

 

 Exhibit 32.1

ALLEGHANY CORPORATION

CERTIFICATION

In connection with the periodic report of Alleghany Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Weston M. Hicks, President and chief executive officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:

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

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification, which accompanies the Report, has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

 

Date: November 3, 2020

 

By:

/s/ Weston M. Hicks

 

 

 

Weston M. Hicks

 

 

 

President and chief executive officer

 

 

 

Exhibit 32.2

ALLEGHANY CORPORATION

CERTIFICATION

In connection with the periodic report of Alleghany Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Kerry J. Jacobs, Senior Vice President and chief financial officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:

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

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification, which accompanies the Report, has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

 

Date: November 3, 2020

 

By:

/s/ Kerry J. Jacobs 

 

 

 

Kerry J. Jacobs

 

 

 

Senior Vice President and chief financial officer