UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-Q

(MARK ONE)

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

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2018

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER1-9371

ALLEGHANY CORPORATION

EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER

DELAWARE

STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION

51-0283071

I.R.S. EMPLOYER IDENTIFICATION NO.

1411 BROADWAY, 34TH FLOOR, NY, NY 10018

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE

212-752-1356

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

NOT APPLICABLE

FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT

INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES ☒ NO ☐

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS SUBMITTED ELECTRONICALLY ~~AND POSTED ON ITS CORPORATE WEB SITE, IF ANY,~~ EVERY INTERACTIVE DATA FILE REQUIRED TO BE SUBMITTED ~~AND POSTED~~ PURSUANT TO RULE 405 OF REGULATIONS-T (SECTION 232.405 OF THIS CHAPTER) DURING THE PRECEDING 12 MONTHS (OR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO SUBMIT ~~AND POST~~ SUCH FILES). YES ☒ NO ☐

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, ANON-ACCELERATED FILER, A 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 RULE12b-2 OF THE EXCHANGE ACT.

LARGE ACCELERATED FILER

☒

ACCELERATED FILER

☐

EMERGING GROWTH COMPANY

☐

NON-ACCELERATED FILER

☐

SMALLER REPORTING 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 REGISRANT IS A SHELL COMPANY (AS DEFINED IN RULE~~RULE~~ 12b-2 OF THE ACT). YES ☐ NO ☒

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK, AS OF THE LAST PRACTICABLE DATE.

~~14,936,675~~14,836,571 SHARES, PAR VALUE $1.00 PER SHARE, AS OF ~~JULY 26,~~OCTOBER 24, 2018

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		25
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		6770
ITEM 4.	Controls and Procedures		6871

PART II

ITEM 1.	Legal Proceedings		6972
ITEM 1A.	Risk Factors		6972
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		6972
ITEM 6.	Exhibits		7073
SIGNATURES			7174

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets


	June 30, 2018			December 31, 2017			September 30, 2018			December 31, 2017
	(unaudited)						(unaudited)
	($ in thousands, except share amounts)						($ in thousands, except share amounts)

Assets
Investments:
Securities at fair value:
Equity securities (cost: 2018 – $3,705,364; 2017 – $3,170,673)	$	4,714,079		$	4,099,467
Debt securities (amortized cost: 2018 – $12,206,035; 2017 – $12,536,772)		12,155,866			12,721,399
Equity securities (cost: 2018 – $3,655,220; 2017 – $3,170,673)							$	5,028,578		$	4,099,467
Debt securities (amortized cost: 2018 – $12,179,758; 2017 – $12,536,772)								12,071,191			12,721,399
Short-term investments		472,830			578,054			690,627			578,054

		17,342,775			17,398,920			17,790,396			17,398,920
Commercial mortgage loans		695,772			658,364			695,889			658,364
Other invested assets		605,477			743,358			556,438			743,358

Total investments		18,644,024			18,800,642			19,042,723			18,800,642
Cash		623,223			838,375			646,908			838,375
Accrued investment income		97,347			105,877			98,723			105,877
Premium balances receivable		831,989			797,346			839,017			797,346
Reinsurance recoverables		1,602,600			1,746,488			1,768,841			1,746,488
Ceded unearned premiums		208,534			190,252			228,459			190,252
Deferred acquisition costs		468,243			453,346			471,282			453,346
Property and equipment at cost, net of accumulated depreciation and amortization		197,678			125,337			196,314			125,337
Goodwill		346,270			334,905			346,022			334,905
Intangible assets, net of amortization		463,544			459,037			465,830			459,037
Current taxes receivable		68,396			31,085			100,130			31,085
Net deferred tax assets		61,806			136,489			-			136,489
Funds held under reinsurance agreements		719,360			706,042			755,734			706,042
Other assets		752,873			659,096			835,901			659,096

Total assets	$	25,085,887		$	25,384,317		$	25,795,884		$	25,384,317


Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity
Loss and loss adjustment expenses	$	11,515,493		$	11,871,250		$	11,854,859		$	11,871,250
Unearned premiums		2,279,810			2,182,294			2,300,788			2,182,294
Senior Notes and other debt		1,569,367			1,484,897			1,581,676			1,484,897
Reinsurance payable		159,944			156,376			160,625			156,376
Net deferred tax liabilities								6,198			-
Other liabilities		1,021,512			1,068,907			1,158,146			1,068,907

Total liabilities		16,546,126			16,763,724			17,062,292			16,763,724


Redeemable noncontrolling interests		135,372			106,530			138,507			106,530

Common stock (shares authorized: 2018 and 2017 – 22,000,000; shares issued: 2018 and 2017 – 17,459,961)		17,460			17,460			17,460			17,460
Contributed capital		3,612,615			3,612,109			3,612,862			3,612,109
Accumulated other comprehensive (loss) income		(172,307	)		618,118			(220,808	)		618,118
Treasury stock, at cost (2018 – 2,465,282 shares; 2017 – 2,069,461 shares)		(1,057,885	)		(824,906	)
Treasury stock, at cost (2018 – 2,541,581 shares; 2017 – 2,069,461 shares)								(1,103,835	)		(824,906	)
Retained earnings		6,004,506			5,091,282			6,289,406			5,091,282

Total stockholders’ equity attributable to Alleghany stockholders		8,404,389			8,514,063			8,595,085			8,514,063

Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	25,085,887		$	25,384,317		$	25,795,884		$	25,384,317

See accompanying Notes to Unaudited Consolidated Financial Statements.

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Earnings and Comprehensive Income

(unaudited)


	Three Months Ended June 30,						Three Months Ended September 30,
	2018			2017			2018			2017
	($ in thousands, except per share amounts)						($ in thousands, except per share amounts)
Revenues
Net premiums earned	$	1,236,959		$	1,243,929		$	1,225,346		$	1,239,721
Net investment income		126,273			101,656			127,329			104,663
Change in the fair value of equity securities		185,245			-			370,175			-
Net realized capital gains		6,462			9,268			16,230			32,921
Other than temporary impairment losses		-			(3,747	)		(3	)		(6,131	)
Noninsurance revenue		342,725			202,812			438,338			296,309

Total revenues		1,897,664			1,553,918			2,177,415			1,667,483


Costs and Expenses
Net loss and loss adjustment expenses		738,210			734,886			957,703			1,491,848
Commissions, brokerage and other underwriting expenses		402,083			413,737			407,679			398,163
Other operating expenses		343,165			225,170			415,378			277,918
Corporate administration		14,119			14,405			19,094			(4,689	)
Amortization of intangible assets		5,966			4,611			5,500			5,765
Interest expense		22,277			20,989			22,189			20,804

Total costs and expenses		1,525,820			1,413,798			1,827,543			2,189,809


Earnings before income taxes		371,844			140,120
Earnings (losses) before income taxes								349,872			(522,326	)
Income taxes		73,440			37,461			60,413			(212,379	)

Net earnings		298,404			102,659
Net earnings (losses)								289,459			(309,947	)
Net earnings attributable to noncontrolling interest		3,288			848			4,559			4,210

Net earnings attributable to Alleghany stockholders	$	295,116		$	101,811
Net earnings (losses) attributable to Alleghany stockholders							$	284,900		$	(314,157	)


Net earnings	$	298,404		$	102,659
Other comprehensive income:
Change in unrealized gains (losses), net of deferred taxes of ($8,853) and $76,300 for 2018 and 2017, respectively		(33,305	)		141,701
Less: reclassification for net realized capital gains and other than temporary impairments, net of taxes of ($1,357) and ($1,932) for 2018 and 2017, respectively		(5,105	)		(3,589	)
Change in unrealized currency translation adjustment, net of deferred taxes of ($2,797) and $5,364 for 2018 and 2017, respectively		(10,523	)		9,962
Net earnings (losses)							$	289,459		$	(309,947	)
Other comprehensive income (loss):
Change in unrealized gains (losses), net of deferred taxes of ($8,932) and $52,766 for 2018 and 2017, respectively								(33,601	)		97,994
Less: reclassification for net realized capital gains and other than temporary impairments, net of taxes of ($3,408) and ($9,377) for 2018 and 2017, respectively								(12,819	)		(17,414	)
Change in unrealized currency translation adjustment, net of deferred taxes of ($407) and $3,967 for 2018 and 2017, respectively								(1,530	)		7,368
Retirement plans		209			98			(551	)		98

Comprehensive income		249,680			250,831
Comprehensive income (loss)								240,958			(221,901	)
Comprehensive income attributable to noncontrolling interests		3,288			848			4,559			4,210

Comprehensive income attributable to Alleghany stockholders	$	246,392		$	249,983
Comprehensive income (loss) attributable to Alleghany stockholders							$	236,399		$	(226,111	)


Basic earnings per share attributable to Alleghany stockholders	$	19.44		$	6.60
Diluted earnings per share attributable to Alleghany stockholders		19.44			6.60
Basic earnings (losses) per share attributable to Alleghany stockholders							$	19.07		$	(20.38	)
Diluted earnings (losses) per share attributable to Alleghany stockholders								19.07			(20.90	)

See accompanying Notes to Unaudited Consolidated Financial Statements.

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Earnings and Comprehensive Income

(unaudited)


	Six Months Ended June 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	($ in thousands, except per share amounts)						($ in thousands, except per share amounts)
Revenues
Net premiums earned	$	2,444,815		$	2,453,117		$	3,670,161		$	3,692,838
Net investment income		250,399			217,194			377,728			321,857
Change in the fair value of equity securities		142,596			—			512,771			-
Net realized capital gains		50,967			68,919			67,197			101,840
Other than temporary impairment losses		(511	)		(6,964	)		(514	)		(13,095	)
Noninsurance revenue		594,352			354,104			1,032,690			650,413

Total revenues		3,482,618			3,086,370			5,660,033			4,753,853


Costs and Expenses
Net loss and loss adjustment expenses		1,408,788			1,434,191			2,366,491			2,926,039
Commissions, brokerage and other underwriting expenses		808,378			822,252			1,216,057			1,220,415
Other operating expenses		608,062			400,308			1,023,440			678,226
Corporate administration		21,904			31,290			40,998			26,601
Amortization of intangible assets		11,230			8,375			16,730			14,140
Interest expense		43,808			41,924			65,997			62,728

Total costs and expenses		2,902,170			2,738,340			4,729,713			4,928,149


Earnings before income taxes		580,448			348,030
Earnings (losses) before income taxes								930,320			(174,296	)
Income taxes		110,862			96,011			171,275			(116,368	)

Net earnings		469,586			252,019
Net earnings (losses)								759,045			(57,928	)
Net earnings attributable to noncontrolling interest		2,895			1,032			7,454			5,242

Net earnings attributable to Alleghany stockholders	$	466,691		$	250,987
Net earnings (losses) attributable to Alleghany stockholders							$	751,591		$	(63,170	)


Net earnings	$	469,586		$	252,019
Other comprehensive income:
Change in unrealized gains (losses), net of deferred taxes of ($47,758) and $143,570 for 2018 and 2017, respectively		(179,663	)		266,630
Less: reclassification for net realized capital gains and other than temporary impairments, net of taxes of ($991) and ($21,684) for 2018 and 2017, respectively		(3,726	)		(40,271	)
Change in unrealized currency translation adjustment, net of deferred taxes of ($1,442) and $8,083 for 2018 and 2017, respectively		(5,423	)		15,011
Net earnings (losses)							$	759,045		$	(57,928	)
Other comprehensive income (loss):
Change in unrealized gains (losses), net of deferred taxes of ($56,690) and $196,336 for 2018 and 2017, respectively								(213,263	)		364,623
Less: reclassification for net realized capital gains and other than temporary impairments, net of taxes of ($4,398) and ($31,061) for 2018 and 2017, respectively								(16,546	)		(57,684	)
Change in unrealized currency translation adjustment, net of deferred taxes of ($1,848) and $12,050 for 2018 and 2017, respectively								(6,953	)		22,379
Retirement plans		(1,113	)		(297	)		(1,664	)		(199	)

Comprehensive income		279,661			493,092			520,619			271,191
Comprehensive income attributable to noncontrolling interests		2,895			1,032			7,454			5,242

Comprehensive income attributable to Alleghany stockholders	$	276,766		$	492,060		$	513,165		$	265,949


Basic earnings per share attributable to Alleghany stockholders	$	30.53		$	16.28
Diluted earnings per share attributable to Alleghany stockholders		30.52			16.27
Basic earnings (losses) per share attributable to Alleghany stockholders							$	49.55		$	(4.10	)
Diluted earnings (losses) per share attributable to Alleghany stockholders								49.53			(4.10	)

See accompanying Notes to Unaudited Consolidated Financial Statements.

ALLEGHANY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)


	Six Months Ended June 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	($ in thousands)						($ in thousands)
Cash flows from operating activities
Net earnings	$	469,586		$	252,019
Net earnings (losses)							$	759,045		$	(57,928	)
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization		64,510			69,723			95,427			106,197
Change in the fair value of equity securities		(142,596	)		-			(512,771	)		-
Net realized capital (gains) losses		(50,967	)		(68,919	)		(67,197	)		(101,840	)
Other than temporary impairment losses		511			6,964			514			13,095
(Increase) decrease in reinsurance recoverables, net of reinsurance payable		147,456			109,287			(18,104	)		(413,548	)
(Increase) decrease in premium balances receivable		(34,643	)		(109,073	)		(41,671	)		(134,088	)
(Increase) decrease in ceded unearned premiums		(18,282	)		4,057			(38,207	)		(7,368	)
(Increase) decrease in deferred acquisition costs		(14,897	)		(20,683	)		(17,936	)		(28,000	)
(Increase) decrease in funds held under reinsurance agreements		(13,318	)		(50,281	)		(49,692	)		(94,222	)
Increase (decrease) in unearned premiums		97,516			78,592			118,494			120,456
Increase (decrease) in loss and loss adjustment expenses		(355,757	)		(26,960	)		(16,391	)		1,369,176
Change in unrealized foreign currency exchange rate losses (gains)		48,228			(86,834	)		63,452			(134,404	)
Other, net		(48,172	)		45,989			48,819			(211,479	)

Net adjustments		(320,411	)		(48,138	)		(435,263	)		483,975

Net cash provided by (used in) operating activities		149,175			203,881			323,782			426,047

Cash flows from investing activities
Purchases of debt securities		(2,301,614	)		(3,313,484	)		(3,206,369	)		(4,181,182	)
Purchases of equity securities		(533,842	)		(1,849,990	)		(678,311	)		(3,218,941	)
Sales of debt securities		1,667,526			2,193,147			2,279,104			2,836,272
Maturities and redemptions of debt securities		886,970			907,309			1,183,469			1,397,408
Sales of equity securities		269,567			1,972,117			532,864			2,970,760
Net (purchases) sales of short-term investments		104,728			73,725			(113,699	)		174,501
Net (purchases) sales and maturities of commercial mortgage loans		(37,408	)		(41,659	)		(37,525	)		(54,822	)
(Purchases) sales of property and equipment		(13,164	)		16,006			(38,866	)		10,268
Purchases of affiliates and subsidiaries, net of cash acquired		(108,386	)		(164,528	)		(110,636	)		(244,311	)
Other, net		50,415			84,585			59,382			28,302

Net cash provided by (used in) investing activities		(15,208	)		(122,772	)		(130,587	)		(281,745	)

Cash flows from financing activities
Treasury stock acquisitions		(236,103	)		-			(282,053	)		(8,549	)
Increase (decrease) in other debt		38,452			(26,098	)		50,892			(27,202	)
Cash dividends paid		(153,967	)		-			(153,967	)		-
Other, net		5,317			(15,238	)		7,854			(17,070	)

Net cash provided by (used in) financing activities		(346,301	)		(41,336	)		(377,274	)		(52,821	)


Effect of foreign currency exchange rate changes on cash		(2,818	)		9,821
Effect of foreign exchange rate changes on cash								(7,388	)		16,269

Net increase (decrease) in cash		(215,152	)		49,594			(191,467	)		107,750
Cash at beginning of period		838,375			594,091			838,375			594,091

Cash at end of period	$	623,223		$	643,685		$	646,908		$	701,841


Supplemental disclosures of cash flow information
Cash paid during period for:
Interest paid	$	42,562		$	41,207		$	59,806		$	58,133
Income taxes paid (refund received)		22,135			31,242			33,332			29,320

See accompanying Notes to Unaudited Consolidated Financial Statements.

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 Form10-Q (this “Form10-Q”) should be read in conjunction with the Annual Report onForm 10-K for the year ended December 31, 2017 (the “2017 Form10-K”) and the Quarterly ~~Report~~Reports on Form10-Q for the ~~quarter~~quarters ended March 31, 2018 and June 30, 2018 of Alleghany Corporation (“Alleghany”).

Alleghany Corporation, a Delaware corporation, owns and manages certain operating subsidiaries and investments, anchored by a core position in property and casualty reinsurance and insurance. Through its wholly-owned subsidiary Transatlantic Holdings, Inc. (“TransRe”), Alleghany is engaged in the property and casualty reinsurance business. TransRe has been a subsidiary of Alleghany since March 2012. Through its wholly-owned subsidiary Alleghany Insurance Holdings LLC (“AIHL”) ~~and its subsidiaries,~~, 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 has been a subsidiary of AIHL since July 2003 and CapSpecialty has been a subsidiary of AIHL since January 2002. 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.

Prior to December 31, 2017, AIHL’s insurance operations also included Pacific Compensation Corporation (“PacificComp”). On September 12, 2017, AIHL signed a definitive agreement to sell PacificComp to CopperPoint Mutual Insurance Company (“CopperPoint”) for total cash consideration of approximately $158 million. The transaction closed on December 31, 2017, at which time: (i) approximately $442 million of PacificComp assets, consisting primarily of debt securities, and approximately $316 million of PacificComp liabilities, consisting primarily of loss and loss adjustment expenses (“LAE”) reserves, were transferred to CopperPoint; and (ii) AIHL recorded anafter-tax gain of approximately $16 million, which included a tax benefit. In connection with the transaction, AIHL Re will continue to provide adverse development reinsurance coverage on PacificComp’spre-acquisition claims, subject to certain terms and conditions. AIHL Re’s obligations, which are guaranteed by Alleghany, are subject to: (i) an aggregate limit of $150.0 million; and (ii) a final commutation and settlement as of December 31, 2024.

Although Alleghany’s primary sources of revenues and earnings are its reinsurance and insurance operations and investments, Alleghany also sources, executes, manages and monitors certain private investments primarily through its wholly-owned subsidiary Alleghany Capital Corporation (“Alleghany Capital”). Alleghany Capital’s investments include:

Bourn & Koch, Inc. (“Bourn & Koch”), a manufacturer/remanufacturer of specialty machine tools and supplier of replacement parts, accessories and services for a variety of cutting technologies, headquartered in Rockford, Illinois;

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 technical 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, entertainment 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; and

a 45 percent equity interest in 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.

The results of W&W|AFCO Steel have been included in Alleghany’s consolidated results beginning with its acquisition by Alleghany Capital on April 28, 2017. On February 7, 2018, W&W|AFCO Steel acquired Hirschfeld Holdings, LP (“Hirschfeld”).

Wilbert is accounted for under the equity method of accounting and is included in other invested assets. The results of Wilbert have been included in Alleghany’s consolidated results beginning with its acquisition by Alleghany Capital on August 1, 2017.

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 andmajority-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.

The portion of stockholders’ equity, net earnings and comprehensive income that is not attributable to Alleghany stockholders is presented on the Consolidated Balance Sheets and the Consolidated Statements of Earnings and Comprehensive Income 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 as redeemable noncontrolling interests for all periods presented. During the first ~~six~~nine months of 2018, the noncontrolling interests outstanding were approximately as follows: Bourn & Koch - 11 percent; Kentucky Trailer - 21 percent; IPS - 1615 percent; Jazwares - 23 percent; and W&W|AFCO Steel - 20 percent.

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 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 2017 Form10-K.

(c) Recent Accounting Standards

Recently Adopted

In February 2018, the Financial Accounting Standards Board (the “FASB”) issued guidance on certain tax effects caused by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which was signed into law on December 22, 2017. The Tax Act, among other things, reduced the U.S. corporate federal income tax rate from 35.0 percent to 21.0 percent, effective January 1, 2018 for the 2018 tax year. Under such circumstances, GAAP requires that the value of deferred tax assets and liabilities be reduced through tax expense. The new guidance provides an option to reclassify any stranded tax amounts that remain in accumulated other comprehensive income to retained earnings, either retrospectively or at the beginning of the period in which the adoption is elected. This guidance became effective in the first quarter of 2018 for public entities, with early adoption permitted in 2017. Alleghany adopted this new guidance in the first quarter of 2018 and has elected to reclassify stranded tax amounts that remain in accumulated other comprehensive income, in the amount of approximately $135 million, to retained earnings as of January 1, 2018. See Note 7(b) of this Form10-Q for further information on accumulated other comprehensive income, and see Note 9 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K for additional information on the Tax Act and its impact on Alleghany.

In March 2017, the FASB issued guidance that reduces the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The guidance applies specifically to noncontingent call features that are callable at a predetermined and fixed price and date. The accounting for purchased callable debt securities held at a discount is not affected. This guidance is effective in the first quarter of 2019 for public entities with early adoption permitted. Alleghany adopted this guidance in the fourth quarter of 2017 and recorded a cumulative effect reduction of approximately $13 million directly to opening 2017 retained earnings and an offsetting increase in opening 2017 accumulated other comprehensive income. The implementation did not have a material impact on Alleghany’s results of operations and financial condition. See Note 7(b) of this Form10-Q for further information on accumulated other comprehensive income.

In May 2014, the FASB, together with the International Accounting Standards Board, issued guidance on the recognition of revenue from contracts with customers. Under this guidance, revenue is recognized as the transfer of goods and services to customers takes place and in amounts that reflect the payment or payments that are expected to be received from the customers for those goods and services. This guidance also requires new disclosures about revenue. Revenues related to insurance and reinsurance contracts and revenues from investments are not impacted by this guidance, whereas noninsurance revenues arising from the sale of manufactured goods and services is generally included within the scope of this guidance. This guidance, and all related amendments, became effective in the first quarter of 2018 for public entities, with early adoption permitted in 2017. Alleghany adopted this guidance in the first quarter of 2018 using the modified retrospective transition approach and the implementation did not have a material impact on its results of operations and financial condition. See Note 10 of this Form10-Q for further information on Alleghany’s noninsurance revenues.

In January 2016, the FASB issued guidance that changes the recognition and measurement of certain financial instruments. This guidance requires investments in equity securities (except those accounted for under the equity method of accounting, but including partnership investments not accounted for under the equity method) to be measured at fair value with changes in fair value recognized in net earnings. For equity securities that do not have readily determinable fair values, measurement may be at cost, adjusted for any impairment and changes resulting from observable price changes for a similar investment of the same issuer. This guidance also changes the presentation and disclosure of financial instruments by: (i) requiring that financial instrument disclosures of fair value use the exit price notion; (ii) requiring separate presentation of financial assets and financial liabilities by measurement category and form, either on the balance sheet or the accompanying notes to the financial statements; (iii) requiring separate presentation in other comprehensive income for the portion of the change in a liability’s fair value resulting from instrument-specific credit risk when an election has been made to measure the liability at fair value; and (iv) eliminating the requirement to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. This guidance is effective for fiscal years beginning after December 15, 2017 for public entities, including interim periods within those fiscal years. Except for the change in presentation for instrument-specific credit risk, this guidance does not permit early adoption. Alleghany adopted this guidance in the first quarter of 2018. As of January 1, 2018, approximately $736 million of net unrealized gains of equity securities, net of deferred taxes, were reclassified from accumulated other comprehensive income to retained earnings. Subsequently, all changes in unrealized gains or losses of equity securities, net of deferred taxes, were presented in the Consolidated Statements of Earnings rather than the Consolidated Statements of Comprehensive Income, under the caption “change in the fair value of equity securities.” Results arising from partnership investments, whether accounted for under the equity method or at fair value, continue to be reported as a component of net investment income. The implementation did not have a material impact on Alleghany’s financial condition. See Note 3 of this Form10-Q for further information on Alleghany’s equity securities, and Note 7(b) of this Form10-Q for further information on accumulated other comprehensive income.

Future Application of Accounting Standards

In February 2016, the FASB issued guidance on leases. Under this guidance, a lessee is required to recognize lease liabilities and correspondingright-of-use assets for leases with terms of more than one year, whereas under current guidance, a lessee is 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 is to remain largely unchanged. This guidance is effective in the first quarter of 2019 for public entities, with early adoption permitted. A modified retrospective transition approach is required for all leases in existence as of, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Alleghany will adopt this guidance in the first quarter of 2019 and does not currently believe that the implementation will have a material impact on its results of operations and financial condition. See Note 12(b) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K for further information on Alleghany’s leases.

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. Estimates of expected credit losses are to be based on historical experience, current conditions and reasonable and supportable forecasts. Credit losses for securities accounted for on anavailable-for-sale (“AFS”) basis are to be measured in a manner similar to GAAP as currently applied and cannot exceed the amount by which the fair value is less than the amortized cost. 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 is effective in the first quarter of 2020 for public entities, with early adoption permitted. Alleghany will adopt this guidance in the first quarter of 2020 and does not currently believe that the implementation will have a material impact on its results of operations and financial condition.

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 is effective in the first quarter of 2020 for public entities, with early adoption permitted. Alleghany will adopt this guidance in the first quarter of 2020 and does not currently believe that the implementation will 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 2017 Form10-K for further information on Alleghany’s goodwill.

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

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 entities 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 is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted with respect to any eliminated or modified disclosures. Alleghany will adopt this guidance in the first quarter of 2020 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 ~~June~~September 30, 2018 and December 31, 2017:


	June 30, 2018				December 31, 2017				September 30, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
	($ in millions)								($ in millions)
Assets

Investments (excluding equity method investments and loans)⁽¹⁾	$	17,401.1	$	17,401.1	$	17,406.5	$	17,406.5	$	17,791.3	$	17,791.3	$	17,406.5	$	17,406.5

Liabilities

Senior Notes and other debt⁽²⁾	$	1,569.4	$	1,697.6	$	1,484.9	$	1,614.6	$	1,581.7	$	1,701.8	$	1,484.9	$	1,614.6

(1)

This table includes debt and equity securities, as well as partnership andnon-marketable equity investments carried 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 carried at unpaid principal balance. The fair value of short-term investments approximates amortized cost. The fair value of all other categories of investments is discussed below.

(2)	See Note 8 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K 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 ~~June~~September 30, 2018 and December 31, 2017:


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	($ in millions)								($ in millions)
As of June 30, 2018
As of September 30, 2018
Equity securities:
Common stock	$	4,704.2	$	3.6	$	-	$	4,707.8	$	5,016.7	$	3.5	$	-	$	5,020.2
Preferred stock		-		-		6.3		6.3		-		-		8.4		8.4

Total equity securities		4,704.2		3.6		6.3		4,714.1		5,016.7		3.5		8.4		5,028.6


Debt securities:
U.S. Government obligations		-		993.6		-		993.6		-		1,028.6		-		1,028.6
Municipal bonds		-		2,842.5		-		2,842.5		-		2,604.3		-		2,604.3
Foreign government obligations		-		932.9		-		932.9		-		902.0		-		902.0
U.S. corporate bonds		-		2,040.6		367.8		2,408.4		-		2,040.7		403.0		2,443.7
Foreign corporate bonds		-		1,317.6		94.8		1,412.4		-		1,310.4		108.4		1,418.8
Mortgage and asset-backed securities:
Residential mortgage-backed securities (“RMBS”)⁽¹⁾		-		1,160.7		-		1,160.7		-		1,115.6		-		1,115.6
Commercial mortgage-backed securities (“CMBS”)		-		540.6		-		540.6		-		523.9		-		523.9
Other asset-backed securities⁽²⁾		-		640.8		1,224.0		1,864.8		-		654.4		1,379.9		2,034.3

Total debt securities		-		10,469.3		1,686.6		12,155.9		-		10,179.9		1,891.3		12,071.2


Short-term investments		-		472.8		-		472.8		-		690.6		-		690.6

Other invested assets⁽³⁾		-		-		58.3		58.3		-		-		0.9		0.9

Total investments (excluding equity method investments and loans)	$	4,704.2	$	10,945.7	$	1,751.2	$	17,401.1	$	5,016.7	$	10,874.0	$	1,900.6	$	17,791.3


Senior Notes and other debt	$	-	$	1,512.2	$	185.4	$	1,697.6	$	-	$	1,504.1	$	197.7	$	1,701.8


	Level 1		Level 2		Level 3		Total
	($ in millions)
As of December 31, 2017
Equity securities:
Common stock	$	4,090.7	$	3.8	$	-	$	4,094.5
Preferred stock		-		3.1		1.9		5.0

Total equity securities		4,090.7		6.9		1.9		4,099.5


Debt securities:
U.S. Government obligations		-		948.0		-		948.0
Municipal bonds		-		3,682.1		-		3,682.1
Foreign government obligations		-		1,006.6		-		1,006.6
U.S. corporate bonds		-		2,173.0		260.0		2,433.0
Foreign corporate bonds		-		1,424.6		75.2		1,499.8
Mortgage and asset-backed securities:
RMBS⁽¹⁾		-		833.8		161.8		995.6
CMBS		-		550.1		1.6		551.7
Other asset-backed securities⁽²⁾		-		503.3		1,101.3		1,604.6

Total debt securities		-		11,121.5		1,599.9		12,721.4


Short-term investments		-		578.1		-		578.1

Other invested assets⁽³⁾		-		-		7.5		7.5

Total investments (excluding equity method investments and loans)	$	4,090.7	$	11,706.5	$	1,609.3	$	17,406.5


Senior Notes and other debt	$	-	$	1,513.6	$	101.0	$	1,614.6

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

(2)	Includes ~~$1,224.0~~$1,368.9 million and $1,101.3 million of collateralized loan obligations as of ~~June~~September 30, 2018 and December 31, 2017, respectively.

(3)	Includes partnership andnon-marketable equity investments accounted for at fair value, and excludes investments accounted for using the equity method.

In the three and six months ended June 30, 2018, Alleghany transferred out of Level 3 $151.9 million and $153.5 million, respectively, of financial instruments, principally due to an increase in observable inputs related to the valuation of such assets. Specifically, during the second quarter of 2018, there was a decrease in the weight given to~~non-binding~~ broker quotes, and as such, there was a corresponding increase in quoted prices for similar assets in active markets. Of the $153.5 million of transfers, $150.6 million related to RMBS in the second quarter of 2018, $1.6 million related to CMBS in the first quarter of 2018 and $1.3 million related to U.S. corporate bonds in the second quarter of 2018.

As further described in Note 3(h), on March 15, 2018, most of AIHL’s limited partnership interests in certain subsidiaries of Ares Management LLC (“Ares”) were converted into Ares common units. As a result of the conversion, as of March 15, 2018, $208.2 million of Ares common units, classified as ~~common stock,~~equity securities, was transferred into Level 1, and $58.7 million of Ares limited partner interests, classified as other invested assets, was transferred into Level 3. On September 24, 2018, AIHL’s remaining $56.9 million of Ares limited partner interests were converted into Ares common units and, as a result, was transferred from Level 3 other invested assets into Level 1 common stocks.

Aside from the $56.9 million of Ares-related other invested assets transferred out of Level 3, in the nine months ended September 30, 2018, Alleghany transferred out of Level 3 an additional $153.7 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 2018, there was a decrease in the weight given tonon-binding broker quotes, and as such, there was a corresponding increase in quoted prices for similar assets in active markets. Of the $153.7 million of transfers, $150.6 million related to RMBS, $1.6 million related to CMBS, $1.3 million related to U.S. corporate bonds and $0.2 million related to foreign corporate bonds.

In addition to the ~~above,~~$58.7 million of Ares-related other invested assets transferred into Level 3, in the ~~three and six~~nine months ended ~~June~~September 30, 2018, Alleghany transferred into Level 3 ~~$1.3 million and~~ $5.6 million ~~respectively,~~ of financial instruments, principally due to a decrease in observable inputs related to the valuation of such assets and, specifically, a decrease in broker quotes. Of the $5.6 million of transfers, ~~$4.3~~$4.4 million related to preferred stock and $1.2 million related to U.S. corporate ~~bonds, and $0.1 million related to other invested assets.~~bonds. There were no other material transfers between Levels 1, 2 or 3 in the three and ~~six~~nine months ended ~~June~~September 30, 2018.

In the ~~three and six~~nine months ended ~~June~~September 30, 2017, Alleghany transferred out of Level 3 ~~$3.1 million and~~ $7.2 million ~~respectively,~~ of financial instruments, ~~that were~~ principally due to an increase in observable inputs related to the valuation of such assets and, specifically, an increase in broker quotes. Of the $7.2 million of transfers, $4.8 million related to U.S. corporate bonds and $2.4 million related to common stock. There were no transfers of financial instruments out of Level 3 in the third quarter of 2017.

In the three and ~~six~~nine months ended ~~June~~September 30, 2017, Alleghany transferred into Level 3 ~~$2.1~~$0.8 million and ~~$4.7~~$5.5 million, respectively, of financial instruments, ~~that were~~ principally due to a decrease in observable inputs related to the valuation of such assets and, specifically, a decrease in broker quotes. Of the ~~$4.7~~$5.5 million of transfers, ~~$3.0~~$3.8 million related to U.S. corporate bonds, $1.4 million related to common stock and $0.3 million related to foreign corporate bonds. There were no other material transfers between Levels 1, 2 or 3 in the three and ~~six~~nine months ended ~~June~~September 30, 2017.

The following tables present reconciliations of the changes during the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 in Level 3 assets measured at fair value:


								Debt Securities																								Debt Securities
														Mortgage and asset-backed																								Mortgage and asset-backed
Six Months Ended June 30, 2018					Preferred Stock			U.S. Corporate Bonds			Foreign Corporate Bonds			RMBS			CMBS			Other Asset- backed Securities			Other Invested Assets⁽¹⁾			Total
Nine Months Ended September 30, 2018																													Preferred Stock			U.S. Corporate Bonds			Foreign Corporate Bonds			RMBS			CMBS			Other Asset- backed Securities			Other Invested Assets⁽¹⁾			Total
					($ in millions)																								($ in millions)
Balance as of January 1, 2018					$	1.9		$	260.0		$	75.2		$	161.8		$	1.6		$	1,101.3		$	7.5		$	1,609.3		$	1.9		$	260.0		$	75.2		$	161.8		$	1.6		$	1,101.3		$	7.5		$	1,609.3
Net realized/unrealized gains (losses) included in:	Net realized/unrealized gains (losses) included in:
Net earnings⁽²⁾						-			-			(0.1	)		(0.3	)		-			1.0			1.1			1.7			-			-			(0.1	)		(0.3	)		-			1.5			1.2			2.3
Other comprehensive income						0.2			(6.9	)		(2.2	)		(5.3	)		-			(7.7	)		(3.5	)		(25.4	)
Other comprehensive income (loss)																														0.2			(7.4	)		(2.5	)		(5.3	)		-			(10.3	)		(4.0	)		(29.3	)
Purchases						-			117.3			23.8			-			-			495.1			-			636.2			2.0			153.7			38.9			-			-			705.3			-			899.9
Sales						(0.1	)		(2.5	)		(1.9	)		(5.6	)		-			(365.7	)		(5.6	)		(381.4	)		(0.1	)		-			-			-			-			(56.7	)		(5.6	)		(62.4	)
Issuances						-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-
Settlements						-			-			-			-			-			-			-			-			-			(3.2	)		(2.9	)		(5.6	)		-			(361.2	)		-			(372.9	)
Transfers into Level 3						4.3			1.2			-			-			-			-			58.8			64.3			4.4			1.2			-			-			-			-			58.7			64.3
Transfers out of Level 3						-			(1.3	)		-			(150.6	)		(1.6	)		-			-			(153.5	)		-			(1.3	)		(0.2	)		(150.6	)		(1.6	)		-			(56.9	)		(210.6	)

Balance as of June 30, 2018					$	6.3		$	367.8		$	94.8		$	-		$	-		$	1,224.0		$	58.3		$	1,751.2
Balance as of September 30, 2018																													$	8.4		$	403.0		$	108.4		$	-		$	-		$	1,379.9		$	0.9		$	1,900.6


		Equity Securities						Debt Securities
														Mortgage and asset-backed
Six Months Ended June 30, 2017		Common Stock			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, 2017		$	4.3		$	-		$	72.9		$	0.4		$	5.9		$	4.3		$	903.8		$	28.1		$	1,019.7
Net realized/unrealized gains (losses) included in:
Net earnings⁽²⁾			(0.1	)		-			(0.3	)		-			0.1			-			2.7			10.8			13.2
Other comprehensive income			0.5			-			1.5			0.4			0.2			0.1			11.9			(10.6	)		4.0
Purchases			-			2.4			151.4			36.0			-			-			578.0			-			767.8
Sales			(1.8	)		(0.2	)		(4.3	)		(0.1	)		-			(2.2	)		(19.7	)		(21.6	)		(49.9	)
Issuances			-			-			-			-			-			-			-			-			-
Settlements			-			-			(4.4	)		-			(0.7	)		(0.3	)		(315.8	)		-			(321.2	)
Transfers into Level 3			1.4			-			3.0			0.3			-			-			-			-			4.7
Transfers out of Level 3			(2.4	)		-			(4.8	)		-			-			-			-			-			(7.2	)

Balance as of June 30, 2017		$	1.9		$	2.2		$	215.0		$	37.0		$	5.5		$	1.9		$	1,160.9		$	6.7		$	1,431.1


	Equity Securities						Debt Securities
															Mortgage and asset-backed
Nine Months Ended September 30, 2017	Common Stock			Preferred Stock			Foreign Government Obligations		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, 2017	$	4.3		$	-		$	-	$	72.9		$	0.4		$	5.9		$	4.3		$	903.8		$	28.1		$	1,019.7
Net realized/unrealized gains (losses) included in:
Net earnings⁽²⁾		0.2			(0.2	)		-		(0.2	)		-			0.2			-			3.9			10.8			14.7
Other comprehensive income		-			0.2			-		3.2			0.8			0.3			0.1			15.0			(8.9	)		10.7
Purchases		-			5.6			4.7		220.4			38.6			-			9.6			746.7			-			1,025.6
Sales		(2.6	)		(0.6	)		-		(10.2	)		(0.2	)		-			(2.2	)		(59.5	)		(21.6	)		(96.9	)
Issuances		-			-			-		-			-			-			-			-			-			-
Settlements		-			-			-		(6.3	)		-			(1.0	)		(0.4	)		(427.4	)		-			(435.1	)
Transfers into Level 3		1.4			-			-		3.8			0.3			-			-			-			-			5.5
Transfers out of Level 3		(2.4	)		-			-		(4.8	)		-			-			-			-			-			(7.2	)

Balance as of September 30, 2017	$	0.9		$	5.0		$	4.7	$	278.8		$	39.9		$	5.4		$	11.4		$	1,182.5		$	8.4		$	1,537.0

(1)	Includes partnership andnon-marketable equity investments accounted for at fair value.

(2)	There were no other than temporary impairment (“OTTI”) losses recorded in net earnings related to Level 3 assets still held as of ~~June~~September 30, 2018 and 2017.

Net unrealized losses related to Level 3 assets as of ~~June~~September 30, 2018 and December 31, 2017 were not material.

The increase in Senior Notes and other debt included in Level 3 for the first nine months of 2018 primarily reflects increased borrowings at W&W|AFCO Steel, including its acquisition of Hirschfeld.

See Note 1(c) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K for Alleghany’s accounting policy on fair value.

3. Investments

(a) Unrealized Gains and Losses

The following tables present the amortized cost or cost and the fair value of AFS securities as of ~~June~~September 30, 2018 and December 31, 2017:


	Amortized Cost or Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost or Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	($ in millions)								($ in millions)
As of June 30, 2018
As of September 30, 2018
Debt securities:
U.S. Government obligations	$	1,026.0	$	0.6	$	(33.0)	$	993.6	$	1,069.4	$	0.1	$	(40.9)	$	1,028.6
Municipal bonds		2,803.5		56.1		(17.1)		2,842.5		2,591.2		37.3		(24.2)		2,604.3
Foreign government obligations		929.3		9.3		(5.7)		932.9		905.8		5.5		(9.3)		902.0
U.S. corporate bonds		2,432.4		17.9		(41.9)		2,408.4		2,464.8		19.4		(40.5)		2,443.7
Foreign corporate bonds		1,418.5		12.9		(19.0)		1,412.4		1,428.7		10.6		(20.5)		1,418.8
Mortgage and asset-backed securities:
RMBS		1,184.1		3.3		(26.7)		1,160.7		1,147.8		3.0		(35.2)		1,115.6
CMBS		545.5		2.5		(7.4)		540.6		530.7		2.3		(9.1)		523.9

Other asset-backed securities⁽¹⁾		1,866.7		4.9		(6.8)		1,864.8		2,041.4		2.9		(10.0)		2,034.3

Total debt securities		12,206.0		107.5		(157.6)		12,155.9		12,179.8		81.1		(189.7)		12,071.2


Short-term investments		472.8		-		-		472.8		690.6		-		-		690.6

Total investments	$	12,678.8	$	107.5	$	(157.6)	$	12,628.7	$	12,870.4	$	81.1	$	(189.7)	$	12,761.8


	Amortized Cost or Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost or Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
			($ in millions)						($ in millions)
As of December 31, 2017
Equity securities:
Common stock	$	3,165.8	$	932.5	$	(3.8)	$	4,094.5	$	3,165.8	$	932.5	$	(3.8)	$	4,094.5
Preferred stock		4.9		0.1		-		5.0		4.9		0.1		-		5.0

Total equity securities		3,170.7		932.6		(3.8)		4,099.5		3,170.7		932.6		(3.8)		4,099.5


Debt securities:
U.S. Government obligations		963.9		1.7		(17.6)		948.0		963.9		1.7		(17.6)		948.0
Municipal bonds		3,578.9		109.8		(6.6)		3,682.1		3,578.9		109.8		(6.6)		3,682.1
Foreign government obligations		1,000.1		11.2		(4.7)		1,006.6		1,000.1		11.2		(4.7)		1,006.6
U.S. corporate bonds		2,381.1		61.6		(9.7)		2,433.0		2,381.1		61.6		(9.7)		2,433.0
Foreign corporate bonds		1,481.8		24.5		(6.5)		1,499.8		1,481.8		24.5		(6.5)		1,499.8
Mortgage and asset-backed securities:
RMBS		993.9		6.3		(4.6)		995.6		993.9		6.3		(4.6)		995.6
CMBS		545.0		9.0		(2.3)		551.7		545.0		9.0		(2.3)		551.7

Other asset-backed securities⁽¹⁾		1,592.1		13.8		(1.3)		1,604.6		1,592.1		13.8		(1.3)		1,604.6

Total debt securities		12,536.8		237.9		(53.3)		12,721.4		12,536.8		237.9		(53.3)		12,721.4


Short-term investments		578.1		-		-		578.1		578.1		-		-		578.1

Total investments	$	16,285.6	$	1,170.5	$	(57.1)	$	17,399.0	$	16,285.6	$	1,170.5	$	(57.1)	$	17,399.0

(1)

Includes ~~$1,224.0~~$1,368.9 million and $1,101.3 million of collateralized loan obligations as of ~~June~~September 30, 2018 and December 31, 2017, respectively.

(b) Contractual Maturity

The following table presents the amortized cost or cost and estimated fair value of debt securities by contractual maturity as of ~~June~~September 30, 2018. 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 or Cost Fair Value

($ in millions)

As of June 30, 2018

Short-term investments due in one year or less
$ 472.8 $ 472.8

Mortgage and asset-backed securities⁽¹⁾
3,596.3 3,566.1
Debt securities with maturity dates:

One year or less
348.2 348.2
Over one through five years
3,042.6 3,024.8
Over five through ten years
2,997.0 2,973.6
Over ten years
2,221.9 2,243.2

Total debt securities
�� $ 12,206.0 $ 12,155.9


	Amortized Cost or Cost		Fair Value
	($ in millions)
As of September 30, 2018
Short-term investments due in one year or less	$	690.6	$	690.6


Mortgage and asset-backed securities⁽¹⁾		3,719.9		3,673.8
Debt securities with maturity dates:
One year or less		230.8		230.4
Over one through five years		3,011.7		2,987.0
Over five through ten years		3,029.1		2,991.9
Over ten years		2,188.3		2,188.1

Total debt securities	$	12,179.8	$	12,071.2

(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 ~~six~~nine months ended ~~June~~September 30, 2018 and 2017:


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2018			2017			2018			2017			2018			2017			2018			2017
	($ in millions)												($ in millions)
Interest income	$	104.8		$	102.5		$	206.8		$	201.7		$	106.4		$	104.6		$	313.2		$	306.3
Dividend income		22.3			11.8			38.6			21.2			16.2			6.7			54.9			27.9
Investment expenses		(6.6	)		(6.9	)		(18.6	)		(14.3	)		(6.8	)		(5.8	)		(25.4	)		(20.1	)
Pillar Investments⁽¹⁾		1.9			3.2			1.9			6.6			(0.8	)		(9.4	)		1.2			(2.9	)
Limited partnership interests in certain subsidiaries of Ares⁽¹⁾		(0.7	)		(12.6	)		13.2			(7.4	)		7.0			6.9			20.2			(0.4	)
Other investment results		4.6			3.7			8.5			9.4			5.3			1.7			13.6			11.1

Total	$	126.3		$	101.7		$	250.4		$	217.2		$	127.3		$	104.7		$	377.7		$	321.9

(1)	See Note 3(h) of this Form10-Q for discussion of the Pillar Investments, as defined therein, and limited partnership interests in certain subsidiaries of Ares.

As of ~~June~~September 30, 2018,non-income producing invested assets were immaterial.

(d) Change in the Fair Value of Equity Securities

In the first quarter of 2018, Alleghany adopted new investment accounting guidance, which requires changes in the fair value of equity securities, except those accounted for under the equity method, to be recognized in net earnings. In earlier periods, equity securities were considered to be AFS and were included in the analysis of OTTI. See Note 1(c) of this Form10-Q for additional information regarding Alleghany’s adoption of this new guidance.

The following table presents increases in the fair value of equity securities for the three and ~~six~~nine months ended ~~June~~September 30, 2018:


	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	June 30, 2018		June 30, 2018		September 30, 2018		September 30, 2018
	($ in millions)				($ in millions)
Change in the fair value of equity securities sold during the period	$	4.4	$	16.0	$	7.3	$	23.3
Change in the fair value of equity securities held at the end of the period		180.8		126.6		362.9		489.5

Change in the fair value of equity securities	$	185.2	$	142.6	$	370.2	$	512.8

(e) Realized Gains and Losses

The proceeds from sales of debt and equity securities were ~~$0.8~~$0.9 billion and ~~$1.5~~$1.6 billion for the three months ended ~~June~~September 30, 2018 and 2017, respectively, and ~~$1.9~~$2.8 billion and ~~$4.2~~$5.8 billion for the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017, respectively.

~~Realized capital gains and losses for the three months ended June 30, 2018 primarily reflect the sale of debt securities.~~

Realized capital gains and losses for the first ~~six~~nine months of 2018 primarily reflect a $45.7 million gain on AIHL’s conversion of its limited partnership interests in certain subsidiaries of Ares into Ares common units. See Note 3(h) of this Form10-Q for additional information on this conversion. Realized capital gains and losses for the three and nine months ended September 30, 2018 also reflect the sale of debt securities.

Realized capital gains and losses for the three and ~~six~~nine months ended ~~June~~September 30, 2017 primarily reflect the sale of equity ~~securities.~~securities and certain exchange traded funds. Realized capital gains for the first ~~six~~nine months of 2017 ~~also~~ include the sale of certain equity securities resulting from a partial restructuring of the equity portfolio.

The following table presents amounts of gross realized capital gains and gross realized capital losses for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2018		2017		2018		2017
	($ in millions)										($ in millions)
Gross realized capital gains	$	6.5	$	34.0	$	66.4	$	142.7	$	16.9	$	47.0	$	83.3	$	189.7
Gross realized capital losses		-		(24.7)		(15.4)		(73.8)		(0.7)		(14.1)		(16.1)		(87.9)

Net realized capital gains	$	6.5	$	9.3	$	51.0	$	68.9	$	16.2	$	32.9	$	67.2	$	101.8

Gross realized loss amounts exclude OTTI losses, as discussed below.

(f) OTTI Losses

Alleghany holds its debt securities as AFS and, as such, these securities are recorded at fair value. Alleghany continually monitors the difference between amortized cost and the estimated fair value of its debt investments, which involves uncertainty as to whether declines in value are temporary in nature. The analysis of a security’s decline in value is performed in its functional currency. If the decline is deemed temporary, Alleghany records the decline as an unrealized loss in stockholders’ equity. If the decline is deemed to be other than temporary, Alleghany writes its amortized cost-basis down to the fair value of the security and records an OTTI loss on its statement of earnings. In addition, any portion of such decline 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.

Debt securities in an unrealized loss position are evaluated for OTTI if they meet any of the following criteria: (i) they are trading at a discount of at least 20 percent to amortized cost for an extended period of time (nine consecutive months or more); (ii) there has been a negative credit or news event with respect to the issuer that could indicate the existence of an OTTI; 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 an OTTI 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 an OTTI 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 and the OTTI loss recognized in earnings is thenon-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 andpre-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.

OTTI losses in the first ~~six~~nine months of 2018 reflect $0.5 million of unrealized losses on debt securities that were deemed to be other than temporary and, as such, were required to be charged against earnings. ~~Of the $0.5 million of OTTI losses, none were incurred in the second quarter of 2018.~~

OTTI losses in the first ~~six~~nine months of 2017 reflect ~~$7.0~~$13.1 million of unrealized losses that were deemed to be other than temporary and, as such, were required to be charged against earnings. Of the ~~$7.0~~$13.1 million of OTTI losses, ~~$6.8~~$11.8 million related to equity securities, primarily in the retail sector, and ~~$0.2~~$1.3 million related to debt securities. The determination that unrealized losses on the securities were other than temporary was primarily due to the duration of the decline in the fair value of equity and debt securities relative to their costs. Of the ~~$7.0~~$13.1 million of OTTI losses, ~~$3.8~~$6.1 million was incurred in the ~~second~~third quarter of 2017.

Upon the ultimate disposition of the securities for which OTTI losses have been recorded, a portion of the loss may be recoverable depending on market conditions at the time of disposition. After adjusting the amortized cost basis of securities for the recognition of OTTI losses, the remaining gross unrealized investment losses for debt securities as of ~~June~~September 30, 2018 were deemed to be temporary, based on, among other factors: (i) the duration of time and the relative magnitude to which the fair value of these investments had been below cost were not indicative of an OTTI 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 may ultimately record a realized loss after having originally concluded that the decline in value was temporary. Risks and uncertainties are inherent in the methodology. Alleghany’s methodology for assessing other than temporary declines in value 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.

(g) Aging of Gross Unrealized Losses

The following tables present gross unrealized losses and related fair values for Alleghany’s AFS securities, grouped by duration of time in a continuous unrealized loss position, as of ~~June~~September 30, 2018 and December 31, 2017:


	Less Than 12 Months				12 Months or More				Total				Less Than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	($ in millions)												($ in millions)

As of June 30, 2018
As of September 30, 2018
Debt securities:
U.S. Government obligations	$	532.8	$	12.7	$	390.1	$	20.3	$	922.9	$	33.0	$	389.9	$	7.8	$	611.1	$	33.1	$	1,001.0	$	40.9
Municipal bonds		543.2		8.2		215.2		8.9		758.4		17.1		695.0		12.2		261.7		12.0		956.7		24.2
Foreign government obligations		189.9		2.1		130.5		3.6		320.4		5.7		414.6		2.9		192.4		6.4		607.0		9.3
U.S. corporate bonds		1,355.7		32.1		174.1		9.8		1,529.8		41.9		1,238.9		27.0		294.9		13.5		1,533.8		40.5
Foreign corporate bonds		656.7		12.7		189.2		6.3		845.9		19.0		665.3		11.3		288.1		9.2		953.4		20.5
Mortgage and asset-backed securities:
RMBS		887.3		21.3		116.5		5.4		1,003.8		26.7		891.7		28.1		130.3		7.1		1,022.0		35.2
CMBS		277.9		4.6		32.3		2.8		310.2		7.4		273.5		5.3		46.3		3.8		319.8		9.1
Other asset-backed securities		982.2		6.4		27.7		0.4		1,009.9		6.8		1,260.4		8.5		68.6		1.5		1,329.0		10.0

Total temporarily impaired securities	$	5,425.7	$	100.1	$	1,275.6	$	57.5	$	6,701.3	$	157.6	$	5,829.3	$	103.1	$	1,893.4	$	86.6	$	7,722.7	$	189.7


	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, 2017
Equity securities:
Common stock	$	145.7	$	3.8	$	-	$	-	$	145.7	$	3.8
Preferred stock		-		-		-		-		-		-

Total equity securities		145.7		3.8		-		-		145.7		3.8


Debt securities:
U.S. Government obligations		447.8		4.4		416.6		13.2		864.4		17.6
Municipal bonds		240.0		1.5		267.3		5.1		507.3		6.6
Foreign government obligations		321.9		2.7		72.2		2.0		394.1		4.7
U.S. corporate bonds		568.8		6.1		207.3		3.6		776.1		9.7
Foreign corporate bonds		417.4		3.0		159.4		3.5		576.8		6.5
Mortgage and asset-backed securities:
RMBS		284.2		1.6		131.5		3.0		415.7		4.6
CMBS		112.2		0.5		34.7		1.8		146.9		2.3
Other asset-backed securities		211.1		0.9		65.7		0.4		276.8		1.3

Total debt securities		2,603.4		20.7		1,354.7		32.6		3,958.1		53.3

Total temporarily impaired securities	$	2,749.1	$	24.5	$	1,354.7	$	32.6	$	4,103.8	$	57.1

As of ~~June~~September 30, 2018, Alleghany held a total of ~~1,995~~2,289 debt securities that were in an unrealized loss position, of which ~~430~~617 securities were in an unrealized loss position continuously for 12 months or more. The unrealized losses associated with these debt securities consisted ~~primarily~~ of losses related primarily to U.S. Government obligations, municipal bonds, U.S. corporate ~~bonds, municipal~~ bonds, foreign corporate bonds and RMBS.

As of ~~June~~September 30, 2018, the vast majority of Alleghany’s debt securities were rated investment grade, with ~~4.3~~4.2 percent of debt securities having issuer credit ratings that were below investment grade or not rated, compared with 5.3 percent as of December 31, 2017.

(h) Investments in Certain Other Invested Assets

In December 2012, TransRe obtained an ownership interest in Pillar Capital Holdings Limited (“Pillar Holdings”), a ~~Bermuda-based~~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 ~~June~~September 30, 2018, Alleghany’s carrying value in the Pillar Investments, as determined under the equity method of accounting, was ~~$219.8~~$201.3 million, which is net of returns of capital received from the Pillar Investments.

In July 2013, AIHL invested $250.0 million in Ares, an asset manager, in exchange for a 6.25 percent equity stake in Ares, with an agreement to engage Ares to manage up to $1.0 billion in certain investment strategies. In May 2014, Ares completed an initial public offering of its common units. Upon completion of the initial public offering, Alleghany’s equity investment in Ares converted into limited partner interests in certain Ares subsidiaries that were convertible into Ares common units. On March 15, 2018, most of AIHL’s limited partner interests were converted into Ares common units. As a result of the conversion and with respect to the limited partnership interests that were converted into Ares common units, AIHL: (i) reclassified its converted interests from other invested assets to equity securities; (ii) increased its carrying value to $208.2 million to reflect the fair value of Ares common units; and (iii) recorded the $45.7 million increase in carrying value as a realized capital gain as of March 15, 2018. As a result of the conversion and with respect to the unconverted limited partnership interests, AIHL: (i) changed its accounting from the equity method to fair value; (ii) increased its carrying value to $58.7 million to reflect the fair value of Ares limited partnership interests; and (iii) recorded the $12.9 million increase in carrying value as a component of net investment income as of March 15, 2018. On September 24, 2018, AIHL’s remaining Ares limited partner interests were converted into Ares common units and, as a result, AIHL reclassified the remaining $56.9 million of its converted interests from other invested assets to equity securities.

(i) Investments in Commercial Mortgage Loans

As of ~~June~~September 30, 2018, the carrying value of Alleghany’s commercial mortgage loan portfolio was ~~$695.8~~$695.9 million, representing the unpaid principal balance on the loans. As of ~~June~~September 30, 2018, there was no allowance for loan losses. 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 atfixed- and floating-rates, mature in two to ten years from loan origination and the principal amounts of the loans were no more than approximatelytwo-thirds of the property’s appraised value at the time the loans were made.

4. Reinsurance Ceded

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 purchase reinsurance and retrocessional coverages from ~~highly-rated~~ highly- ratedthird-party reinsurers. 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.

TransRe enters into retrocession arrangements, including property catastrophe retrocession arrangements, in order to reduce the effect of individual or aggregate exposure to losses, reduce volatility in specific lines of business, improverisk-adjusted portfolio returns and increase gross premium writings and risk capacity without requiring additional capital.

RSUI reinsures its property lines of business through a program consisting of surplus share treaties, facultative placements, per risk and catastrophe excess of loss treaties. RSUI’s catastrophe reinsurance program and property per risk reinsurance program run on an annual basis from May 1 to the following April 30 and portions expired on April 30, 2018. Both programs were renewed on May 1, 2018 with substantially similar terms as the expired programs.

5. Liability for Loss and LAE

(a) Liability Rollforward

The following table presents the activity in the liability for loss and LAE in the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017:


							Nine Months Ended September 30,
	Six Months Ended June 30,						2018			2017
	2018			2017			($ in millions)
	($ in millions)
Reserves as of January 1	$	11,871.3		$	11,087.2		$	11,871.3		$	11,087.2

Less: reinsurance recoverables⁽¹⁾		1,650.1			1,236.2			1,650.1			1,236.2


Net reserves as of January 1		10,221.2			9,851.0			10,221.2			9,851.0


Other adjustments		2.0			-			1.2			(0.7	)


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

Current year		1,546.7			1,545.6			2,579.3			3,099.0

Prior years		(137.9	)		(111.4	)		(212.8	)		(173.0	)


Total incurred loss and LAE, net of reinsurance		1,408.8			1,434.2			2,366.5			2,926.0


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

Current year		237.6			242.7			444.9			390.6

Prior years		1,366.1			1,190.1			1,928.9			1,743.2


Total paid loss and LAE, net of reinsurance		1,603.7			1,432.8			2,373.8			2,133.8


Foreign currency exchange rate effect		(24.2	)		55.4			(77.0	)		120.5


Net reserves as of June 30		10,004.1			9,907.8
Reinsurance recoverables as of June 30⁽¹⁾		1,511.4			1,152.4
Net reserves as of September 30								10,138.1			10,763.0

Reserves as of June 30	$	11,515.5		$	11,060.2
Reinsurance recoverables as of September 30⁽¹⁾								1,716.8			1,693.4


Reserves as of September 30							$	11,854.9		$	12,456.4

(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 ~~and reinsurance recoverables~~ as of ~~June~~September 30, 2018 decreased from December 31, 2017, primarily reflecting payments on catastrophe losses incurred in 2017 and favorable prior accident year loss reserve ~~development. The decrease in net loss and LAE reserves was~~development, partially offset by ~~the collection~~catastrophe losses in September 2018. Such 2018 catastrophe losses, net of reinsurance, ~~recoverables~~include $87.7 million related to ~~catastrophe losses incurred in 2017.~~Typhoon Jebi, $80.2 million related to Hurricane Florence and $38.5 million related to Typhoon Trami.

(b) Liability Development

The following table presents the (favorable) unfavorable prior accident year loss reserve development for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017:

   Three Months Ended
June 30, Six Months Ended
June 30,
   2018 2017 2018 2017
   ($ in millions)
Reinsurance Segment

Property:

Catastrophe events
     $     5.1⁽ ¹⁾   $     (4.0) ⁽²⁾   $ (25.3) ⁽³⁾   $ (4.4) ⁽²⁾
Non-catastrophe
   (18.8) ⁽⁴⁾ (18.9) ⁽⁵⁾ (29.8) ⁽⁴⁾ (50.0) ⁽⁵⁾


Total property
   (13.7) (22.9) (55.1) (54.4)


Casualty & other:

Malpractice Treaties⁽⁶⁾
   (3.4) (2.0) (3.4) (2.0)
Ogden rate impact⁽⁷⁾
   -     -     -     24.4
Other
   (33.6) ⁽⁸⁾ (27.7) ⁽⁹⁾ (63.8) ⁽¹⁰⁾ (58.9) ⁽⁹⁾


Total casualty & other
   (37.0) (29.7) (67.2) (36.5)


Total Reinsurance Segment
   (50.7) (52.6) (122.3) (90.9)


Insurance Segment

RSUI:

Casualty
   (1.5) ⁽¹¹⁾ (9.5) ⁽¹²⁾ (12.5) ⁽¹³⁾ (21.6) ⁽¹²⁾
Property and other
   0.1 (0.8) -     2.9⁽ ¹⁴⁾


Total RSUI
   (1.4) (10.3) (12.5) (18.7)


CapSpecialty
   (0.1) (0.2) ⁽¹⁵⁾ (3.1) ⁽¹⁶⁾ (0.8) ⁽¹⁵⁾
PacificComp
   -     (0.5) ⁽¹⁷⁾ -     (1.0) ⁽¹⁷⁾


Total incurred related to prior years
     $      (52.2)   $      (63.6)   $      (137.9)   $      (111.4)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	($ in millions)
Reinsurance Segment

Property:

Catastrophe events	$	9.6⁽	¹⁾	$	(7.8)	⁽²⁾	$	(15.6)	⁽³⁾	$	(12.2)	⁽²⁾

Non-catastrophe		(12.4)	⁽⁴⁾		(0.3)			(42.2)	⁽⁴⁾		(50.4)	⁽⁵⁾


Total property		(2.8)			(8.1)			(57.8)			(62.6)


Casualty & other:

Malpractice Treaties⁽⁶⁾		-			-			(3.4)			(2.0)

Ogden rate impact⁽⁷⁾		-			-			-			24.4

Other		(38.7)	⁽⁸⁾		(41.7)	⁽⁹⁾		(102.5)	⁽¹⁰⁾		(100.6)	⁽¹¹⁾


Total casualty & other		(38.7)			(41.7)			(105.9)			(78.2)


Total Reinsurance Segment		(41.5)			(49.8)			(163.7)			(140.8)


Insurance Segment

RSUI:

Casualty		(4.3)	⁽¹²⁾		(6.9)	⁽¹³⁾		(16.8)	⁽¹²⁾		(28.5)	⁽¹³⁾

Property and other		(27.7)	⁽¹⁴⁾		(1.7)	⁽¹⁵⁾		(27.7)	⁽¹⁴⁾		1.2⁽	¹⁶⁾


Total RSUI		(32.0)			(8.6)			(44.5)			(27.3)


CapSpecialty		(1.5)	⁽¹⁷⁾		(2.3)	⁽¹⁸⁾		(4.6)	⁽¹⁷⁾		(3.1)	⁽¹⁸⁾

PacificComp		-			(0.8)	⁽¹⁹⁾		-			(1.8)	⁽¹⁹⁾


Total incurred related to prior years	$	(75.0)		$	(61.5)		$	(212.8)		$	(173.0)

(1)	Primarily reflects unfavorable prior accident year loss reserve development related to ~~Hurricane~~Hurricanes Maria ~~that occurred~~and Irma in the 2017 accident year.

(2)	Primarily reflects favorable prior accident year ~~partially offset by~~loss reserve development related to several catastrophes in the 2010 through 2016 accident years.

(3)	Primarily reflects favorable prior accident year loss reserve development related to Hurricane Harvey ~~that occurred~~ in the 2017 accident year and catastrophes ~~that occurred~~ in the 2016 accident ~~year.~~

~~(2)~~

~~Primarily reflects favorable prior accident~~ year, ~~loss reserve development related to catastrophes that occurred in the 2010 through 2016 accident years.~~

~~(3)~~

~~Primarily reflects favorable~~partially offset by unfavorable prior accident year loss reserve development related to Hurricanes ~~Harvey~~Maria and ~~Maria that occurred~~Irma in the 2017 accident ~~year and catastrophes that occurred in the 2016 accident~~ year.

(4)	Primarily reflects favorable prior accident year loss reserve development in the ~~2016 and~~ 2017 accident ~~years.~~year.

(5)	Primarily reflects favorable prior accident year loss reserve development in the 2013 through 2016 accident years.

(6)

Represents certain medical 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)

Represents unfavorable prior accident year loss reserve development related to the U.K. Ministry of Justice’s ~~significant~~ reduction in the discount rate, referred to as the Ogden rate, used to calculatelump-sum bodily injury payouts in personal injury insurance claims in the U.K to negative 0.75 percent as of March 20, 2017 from 2.50 percent.

(8)	Primarily reflects favorable prior accident year loss reserve development in the shorter-tailed casualty lines of business in the 2015 and 2017 accident years and the longer-tailed lines of business in the 2008 through 2010 accident years.

~~(9)~~

Primarily reflects favorable prior accident year loss reserve development in the longer-tailed casualty lines of business in the 2007 and earlier accident years, partially offset by unfavorable prior accident year loss reserve development in the longer-tailed casualty lines of business in the 2014 through 2016 accident years.

(9)

Primarily reflects favorable prior accident year loss reserve development in thelonger-tailedU.S. professional liability lines of business ~~in the 2005 through 2014~~related to older accident years ~~partially offset by unfavorable development in the~~and shorter-tailed casualty lines of business in the ~~2015~~U.K. related to recent accident ~~year in the U.S. and in the U.K.~~years.

(10)	Primarily reflects favorable prior accident year loss reserve development in the shorter-tailed casualty lines of business in the 2016 and 2017 accident years and in the longer-tailed casualty lines of business in the ~~2008 through~~ 2010 ~~accident years.~~

~~(11)~~

~~Primarily reflects favorable prior accident year loss reserve development in the umbrella/excess lines of business in the 2005 through 2012~~and earlier accident years, partially offset by unfavorable prior accident year loss reserve development in the ~~directors’ and officers’ liability~~longer-tailed casualty lines of business in the ~~2012~~2014 accident year.

~~(12)~~(11)

Primarily reflects favorable prior accident year loss reserve development in ~~the umbrella/excess~~longer-tailed U.S. professional liability lines of business in the 2005 through ~~2011~~2014 accident ~~years.~~years, partially offset by unfavorable prior accident year loss reserve development in shorter-tailed casualty lines of business in the 2015 accident year in the U.S. and the U.K.

~~(13)~~(12)
Primarily reflects favorable prior accident year loss reserve development in the umbrella/excess lines of business in the 2005 through 2012 accident years, partially offset by unfavorable prior accident year loss reserve development in the directors’ and officers’ liability lines of business in the 2009, 2012 and ~~2012~~2016 accident years.
(13)
Primarily reflects favorable prior accident year loss reserve development in the umbrella/excess lines of business in the 2005 through 2011 accident years.
(14)
Primarily reflects favorable prior accident year loss reserve development related to Hurricane Irma in the 2017 accident year and, to a lesser extent, Hurricane Matthew that occurred in the 2016 accident year, as well as various other losses not classified as catastrophes in recent accident years.

(15)	Primarily reflects favorable unallocated LAE development.

(16)	Primarily reflects unfavorable prior accident year property loss reserve development inrelated to the binding authority lines of business in the 2015 and 2016 accident ~~years.~~years, partially offset by favorable prior accident year catastrophe loss reserve development in the 2016 accident year.

~~(15)~~(17)

Primarily reflects favorable prior accident year loss reserve development ~~in the casualty lines of business in the 2010 and 2015 accident years.~~

~~(16)~~

~~Primarily reflects favorable prior accident year loss reserve development in~~related to the surety lines of business in the 2016 and 2017 accident years.

~~(17)~~(18)

Primarily reflects favorable prior accident year loss reserve development related to the casualty lines of business in the 2010, 2014, 2015 and 2016 accident years.

(19)	Primarily reflects favorable prior accident year loss reserve development in the 2013 and prior accident years.

6. Income Taxes

The effective tax rate on earnings before income taxes for the first ~~six~~nine months of 2018 was ~~19.1~~18.4 percent, compared with ~~27.6~~66.8 percent for the first ~~six~~nine months of 2017. The 66.8 percent effective tax rate for the first nine months of 2017 was calculated based on actual results through September 30, 2017 because management was not able to reliably estimate the annual effective tax rate in light of the significant catastrophe losses incurred in the third quarter of 2017. The decrease in the effective tax rate in the first ~~six~~nine months of 2018 from the first ~~six~~nine months of 2017 primarily reflects the decrease in the U.S. corporate federal income tax rate from 35.0 percent to 21.0 percent due to the Tax Act and losses before income taxes in the first nine months of 2017, which magnified the impact of certain tax adjustments, partially offset by new limitations on certain deductions as a result of the Tax Act. There continues to be a degree of uncertainty as to how certain provisions of the Tax Act will be interpreted and implemented in practice in the future.

Alleghany believes that, as of ~~June~~September 30, 2018, 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 ~~June~~September 30, 2018.

7. Stockholders’ Equity

(a) Common Stock Repurchases

In November 2015, 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 (the “2015 Repurchase Program”). In June 2018, the Alleghany Board of Directors authorized, upon the completion of the 2015 Repurchase Program, 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 $400.0 million. As of ~~June~~September 30, 2018, Alleghany had ~~$527.1~~$481.1 million remaining under both share repurchase authorization programs.

The following table presents the shares of Common Stock that Alleghany repurchased in the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 pursuant to the 2015 Repurchase Program:


	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
	2018		2017		2018		2017		2018		2017		2018		2017
Shares repurchased		368,551		-		403,623		-		76,299		15,916		479,922		15,916
Cost of shares repurchased (in millions)	$	214.8	$	-	$	236.1	$	-	$	46.0	$	8.5	$	282.1	$	8.5
Average price per share repurchased	$	582.92	$	-	$	584.96	$	-	$	602.24	$	537.14	$	587.70	$	537.14

(b) Accumulated Other Comprehensive Income ~~(loss)~~(Loss)

The following ~~table~~tables presents a reconciliation of the changes during the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 in accumulated other comprehensive income (loss) attributable to Alleghany stockholders:


	Unrealized Appreciation of Investments			Unrealized Currency Translation Adjustment			Retirement Plans			Total			Unrealized Appreciation of Investments		Unrealized Currency Translation Adjustment		Retirement Plans		Total
	($ in millions)												($ in millions)
Balance as of January 1, 2018	$	718.2		$	(84.6	)		$ (15.5	)	$	618.1		$	718.2	$	(84.6)	$	(15.5)	$	618.1


Cumulative effect of adoption of new accounting pronouncements⁽¹⁾:
Reclassification of net unrealized gains on equity securities, net of tax		(735.6	)		-			-			(735.6	)		(735.6)		-		-		(735.6)
Reclassification of stranded taxes		156.6			(18.2	)		(3.3	)		135.1			156.6		(18.2)		(3.3)		135.1

Total		(579.0	)		(18.2	)		(3.3	)		(600.5	)		(579.0)		(18.2)		(3.3)		(600.5)


Other comprehensive income (loss), net of tax:
Other comprehensive income (loss) before reclassifications		(179.7	)		(5.4	)		(1.1	)		(186.2	)		(213.3)		(6.9)		(1.7)		(221.9)
Reclassifications from accumulated other comprehensive income		(3.7	)		-			-			(3.7	)		(16.5)		-		-		(16.5)

Total		(183.4	)		(5.4	)		(1.1	)		(189.9	)		(229.8)		(6.9)		(1.7)		(238.4)

Balance as of June 30, 2018	$	(44.2	)	$	(108.2	)	$	(19.9	)	$	(172.3	)
Balance as of September 30, 2018													$	(90.6)	$	(109.7)	$	(20.5)	$	(220.8)


	Unrealized Appreciation of Investments			Unrealized Currency Translation Adjustment			Retirement Plans			Total			Unrealized Appreciation of Investments		Unrealized Currency Translation Adjustment		Retirement Plans		Total
	($ in millions)												($ in millions)
Balance as of January 1, 2017	$	232.2		$	(111.2	)	$	(11.7	)	$	109.3		$	232.2	$	(111.2)	$	(11.7)	$	109.3

Cumulative effect of adoption of new accounting pronouncements⁽¹⁾		12.9			-			-			12.9			12.9		-		-		12.9

Other comprehensive income (loss), net of tax:
Other comprehensive income (loss) before reclassifications		266.7			15.0			(0.3	)		281.4			364.6		22.4		(0.2)		386.8
Reclassifications from accumulated other comprehensive income		(40.3	)		-			-			(40.3	)		(57.7)		-		-		(57.7)

Total		226.4			15.0			(0.3	)		241.1			306.9		22.4		(0.2)		329.1

Balance as of June 30, 2017	$	471.5		$	(96.2	)	$	(12.0	)	$	363.3
Balance as of September 30, 2017													$	552.0	$	(88.8)	$	(11.9)	$	451.3

(1)	See Note 1(c) of this Form10-Q for additional information regarding Alleghany’s adoption of new investment accounting guidance and new guidance on certain tax effects caused by the Tax Act.

The following table presents reclassifications out of accumulated other comprehensive income attributable to Alleghany stockholders during the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017:


Accumulated Other		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
Comprehensive Income Component	Line in Consolidated Statement of Earnings	2018			2017			2018			2017			Line in Consolidated Statement of Earnings	2018		2017		2018		2017
		($ in millions)													($ in millions)
Unrealized appreciation of investments:	Net realized capital gains⁽¹⁾	$	(6.5	)	$	(9.3	)	$	(5.3	)	$	(68.9	)	Net realized capital gains⁽¹⁾	$	(16.2)	$	(32.9)	$	(21.5)	$	(101.8)
	Other than temporary impairment losses		-			3.8			0.5			7.0		Other than temporary impairment losses		-		6.1		0.5		13.1
	Income taxes		1.4			1.9			1.1			21.6		Income taxes		3.4		9.4		4.5		31.0

Total reclassifications:	Net earnings	$	(5.1	)	$	(3.6	)	$	(3.7	)	$	(40.3	)	Net earnings	$	(12.8)	$	(17.4)	$	(16.5)	$	(57.7)

(1)	For the ~~six~~nine month period ended ~~June~~September 30, 2018, excludes a $45.7 millionpre-tax gain from AIHL’s conversion of its limited partnership interests in certain subsidiaries of Ares into Ares common units. See Note 3(h) of this Form10-Q for additional information.

(c) Special Dividend

In February 2018, the Alleghany Board of Directors declared a special dividend of $10 per share for stockholders of record on March 5, 2018. On March 15, 2018, Alleghany paid dividends to stockholders totaling $154.0 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 ~~six~~nine months ended ~~June~~September 30, 2018 and 2017:

Three Months Ended Six Months Ended
June 30, June 30,
    2018         2017         2018         2017
($ in millions, except share amounts)
Net earnings available to Alleghany stockholders
$ 295.1 $ 101.8 $ 466.7 $ 251.0
Effect of dilutive securities
-     -     -     -

Income available to common stockholders for diluted earnings per share
$ 295.1 $ 101.8 $ 466.7 $ 251.0

Weighted average common shares outstanding applicable to
basic earnings per share
15,180,075 15,419,034 15,284,679 15,416,366
Effect of dilutive securities
-     -     4,915 5,703

Adjusted weighted average common shares outstanding
applicable to diluted earnings per share
15,180,075 15,419,034 15,289,594 15,422,069


	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
	($ in millions, except share amounts)
Net earnings (losses) available to Alleghany stockholders	$	284.9	$	(314.2	)	$	751.6	$	(63.2	)
Effect of dilutive securities		-		(8.9	)		-		-

Income (loss) available to common stockholders for diluted earnings per share	$	284.9	$	(323.1	)	$	751.6	$	(63.2	)


Weighted average common shares outstanding applicable to basic earnings per share		14,937,135		15,416,014			15,168,831		15,416,249
Effect of dilutive securities		-		42,310			4,849		-

Adjusted weighted average common shares outstanding applicable to diluted earnings per share		14,937,135		15,458,324			15,173,680		15,416,249

~~57,766~~61,285 and ~~75,035~~63,567 contingently issuable shares were potentially available during the first ~~six~~nine months of 2018 and 2017, respectively, but were not included in the diluted earnings per share computations because the impact was anti-dilutive to the earnings per share calculation.

9. Commitments and Contingencies

(a) Legal Proceedings

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, furniture and equipment under long-term lease agreements. Additional information about leases can be found in Note 12(b) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K.

(c) Energy Holdings

As of ~~June~~September 30, 2018, Alleghany had holdings in energy sector businesses of ~~$920.0~~$896.8 million, comprised of ~~$289.6~~$294.0 million of debt securities, ~~$487.1~~$483.5 million of equity securities and ~~$143.3~~$119.3 million of Alleghany’s equity attributable to SORC.

10. Segments of Business

(a) Overview

Alleghany’s segments are reported in a manner consistent with the way management evaluates the business. As such, Alleghany classifies its business into three reportable segments – reinsurance, insurance and Alleghany Capital. Alleghany determined that Alleghany Capital qualified as a reportable segment in the first quarter of 2018, reflecting the increased significance of Alleghany Capital’s business to Alleghany and its projected growth.

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 2017 Form10-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 reinsurers through brokers and on a direct basis to ceding companies. TransRe also writes a modest amount of 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 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, CapSpecialty and, prior to its sale on December 31, 2017, PacificComp. 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. Industrial operations are conducted through Bourn & Koch, Kentucky Trailer, W&W|AFCO Steel beginning April 28, 2017 (the date on which Alleghany Capital acquired approximately 80 percent of the equity thereof), and a 45 percent equity interest in Wilbert, beginning August 1, 2017 (the date on which Alleghany Capital acquired a 45 percent equity interest therein).Non-industrial operations are conducted through IPS and Jazwares. ~~On August 1, 2017, Alleghany Capital acquired a 45 percent equity interest in Wilbert.~~

On February 7, 2018, W&W|AFCO Steel acquired the outstanding equity of Hirschfeld, a fabricator of steel bridges and structural steel for stadiums, airports and other large commercial and industrial projects, for $111.3 million, consisting of $96.6 million in cash and $14.7 million of incremental debt. The acquisition-date consideration transferred and purchase price allocation to the acquired assets and assumed liabilities of Hirschfeld were based on estimated fair values that have not been finalized. As a result, the fair value recorded for these items is a provisional estimate and may be subject to adjustment. Once completed, any adjustment resulting from the valuations may impact the individual amounts recorded for acquired assets and assumed liabilities, as well as the residual goodwill. The acquisition accounting for Hirschfeld is expected to be finalized later in 2018.

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.

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 8 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017Form 10-K.

(b) Results

The following tables present the results for Alleghany’s three reportable segments and for corporate activities for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017:


		Reinsurance Segment						Insurance Segment																			Reinsurance Segment								Insurance Segment
Three Months Ended June 30, 2018		Property		Casualty & Other⁽¹⁾		Total		RSUI		Cap Specialty		Total		Subtotal		Alleghany Capital			Total Segments		Corporate Activities⁽²⁾			Consolidated
Three Months Ended September 30, 2018																											Property			Casualty & Other⁽¹⁾		Total			RSUI		Cap Specialty		Total		Subtotal			Alleghany Capital		Total Segments			Corporate Activities⁽²⁾			Consolidated
		($ in millions)																									($ in millions)
Gross premiums written		$	345.1	$	726.6	$	1,071.7	$	318.8	$	88.7	$	407.5	$	1,479.2	$	-		$	1,479.2	$	(6.5	)	$	1,472.7		$	451.4		$	685.9	$	1,137.3		$	260.8	$	83.9	$	344.7	$	1,482.0		$	-	$	1,482.0		$	(6.7)		$	1,475.3
Net premiums written			275.9		700.7		976.6		216.9		82.3		299.2		1,275.8		-			1,275.8		-			1,275.8			331.1			654.1		985.2			176.0		77.9		253.9		1,239.1			-		1,239.1			-			1,239.1
Net premiums earned			292.1		689.2		981.3		184.7		71.0		255.7		1,237.0		-			1,237.0		-			1,237.0			326.5			635.0		961.5			190.6		73.3		263.9		1,225.4			-		1,225.4			-			1,225.4
Net loss and LAE			153.5		440.0		593.5		105.7		39.0		144.7		738.2		-			738.2		-			738.2			387.6			421.4		809.0			107.0		41.7		148.7		957.7			-		957.7			-			957.7
Commissions, brokerage and other underwriting expenses			94.8		223.2		318.0		53.7		30.4		84.1		402.1		-			402.1		-			402.1			113.3			211.6		324.9			52.8		30.0		82.8		407.7			-		407.7			-			407.7

Underwriting profit⁽³⁾		$	43.8	$	26.0	$	69.8	$	25.3	$	1.6	$	26.9		96.7		-			96.7		-			96.7
Underwriting (loss) profit⁽³⁾																											$	(174.4	)	$	2.0	$	(172.4	)	$	30.8	$	1.6	$	32.4		(140.0	)		-		(140.0	)		-			(140.0	)

Net investment income	Net investment income														121.1		1.2			122.3		4.0			126.3																	122.5			0.7		123.2			4.1			127.3
Change in the fair value of equity securities	Change in the fair value of equity securities														146.8		-			146.8		38.4			185.2	Change in the fair value of equity securities																373.9			-		373.9			(3.7	)		370.2
Net realized capital gains															6.8		(0.1	)		6.7		(0.2	)		6.5																	16.2			-		16.2			-			16.2
Other than temporary impairment losses	Other than temporary impairment losses														-		-			-		-			-	Other than temporary impairment losses																-			-		-			-			-
Noninsurance revenue															4.7		329.0			333.7		9.0			342.7																	6.2			407.5		413.7			24.6			438.3
Other operating expenses															19.9		314.5			334.4		8.8			343.2																	23.6			382.5		406.1			9.2			415.3
Corporate administration															0.8		-			0.8		13.3			14.1																	1.3			-		1.3			17.8			19.1
Amortization of intangible assets	Amortization of intangible assets														0.2		5.8			6.0		-			6.0	Amortization of intangible assets																(0.3	)		5.8		5.5			-			5.5
Interest expense															6.9		2.3			9.2		13.1			22.3																	6.7			2.6		9.3			12.9			22.2

Earnings before income taxes														$	348.3	$	7.5		$	355.8	$	16.0		$	371.8
Earnings (losses) before income taxes																										Earnings (losses) before income taxes															$	347.5		$	17.3	$	364.8		$	(14.9	)	$	349.9

   Reinsurance Segment    Insurance Segment
Three Months Ended
June 30, 2017
   Property    Casualty
& Other⁽¹⁾    Total    RSUI    Cap
Specialty    Pacific
Comp    Total Subtotal Alleghany
Capital Total
Segments Corporate
Activities⁽²⁾ Consolidated
                     ($ in millions)
Gross premiums written
     $       369.1      $       676.3      $       1,045.4      $       295.1      $       73.3      $       41.9      $       410.3   $     1,455.7   $       -     $     1,455.7   $ (5.7 )   $     1,450.0
Net premiums written
   317.2    661.6    978.8    204.6    68.4    41.3    314.3 1,293.1 -   1,293.1 -   1,293.1
Net premiums earned
   270.5    686.9    957.4    178.5    64.1    43.9    286.5 1,243.9 -   1,243.9 -   1,243.9
Net loss and LAE
   122.9    450.1    573.0    93.8    35.6    32.5    161.9 734.9 -   734.9 -   734.9
Commissions, brokerage and other underwriting expenses
   87.9    234.3    322.2    53.0    27.2    11.3    91.5 413.7 -   413.7 -   413.7














Underwriting profit⁽³⁾
     $ 59.7      $ 2.5      $ 62.2      $ 31.7      $ 1.3      $ 0.1      $ 33.1 95.3 -   95.3 -   95.3














Net investment income

98.0 0.2 98.2 3.5 101.7
Change in the fair value of equity securities

-   -   -   -   -
Net realized capital gains

9.2 0.2 9.4 (0.1 ) 9.3
Other than temporary impairment losses

(3.8 ) -   (3.8 ) -   (3.8 )
Noninsurance revenue

3.3 192.8 196.1 6.7 202.8
Other operating expenses

25.9 189.4 215.3 9.9 225.2
Corporate administration

0.8 -   0.8 13.6 14.4
Amortization of intangible assets

(0.4 ) 5.0 4.6 -   4.6
Interest expense

6.8 1.0 7.8 13.2 21.0

Earnings (losses) before income taxes

  $ 168.9   $ (2.2 )   $ 166.7   $ (26.6 )   $ 140.1

   Reinsurance Segment    Insurance Segment
Six Months Ended
June 30, 2018
   Property    Casualty
& Other⁽¹⁾    Total    RSUI    Cap
Specialty    Total Subtotal Alleghany
Capital Total
Segments Corporate
Activities⁽²⁾ Consolidated
                  ($ in millions)
Gross premiums written
     $       742.3      $     1,445.0      $     2,187.3      $       593.4      $       163.2      $       756.6   $     2,943.9   $     -     $     2,943.9   $ (12.4 )   $     2,931.5
Net premiums written
   581.0    1,392.7    1,973.7    403.8    151.7    555.5 2,529.2 -   2,529.2 -   2,529.2
Net premiums earned
   567.2    1,374.3    1,941.5    365.6    137.7    503.3 2,444.8 -   2,444.8 -   2,444.8
Net loss and LAE
   250.1    882.8    1,132.9    202.6    73.3    275.9 1,408.8 -   1,408.8 -   1,408.8
Commissions, brokerage and other underwriting expenses
   187.9    452.1    640.0    107.2    61.2    168.4 808.4 -   808.4 -   808.4












Underwriting profit⁽³⁾
     $ 129.2      $ 39.4      $ 168.6      $ 55.8      $ 3.2      $ 59.0 227.6 -   227.6 -   227.6












Net investment income

239.4 3.1 242.5 7.9 250.4
Change in the fair value of equity securities

132.7 -   132.7 9.9 142.6
Net realized capital gains

50.7 0.5 51.2 (0.2 ) 51.0
Other than temporary impairment losses

(0.5 ) -   (0.5 ) -   (0.5 )
Noninsurance revenue

10.4 571.7 582.1 12.3 594.4
Other operating expenses

37.0 554.4 591.4 16.7 608.1
Corporate administration

0.5 -   0.5 21.4 21.9
Amortization of intangible assets

-   11.2 11.2 -   11.2
Interest expense

13.6 3.6 17.2 26.6 43.8

Earnings (losses) before income taxes

  $ 609.2   $ 6.1   $ 615.3   $ (34.8 )   $ 580.5

Reinsurance Segment Insurance Segment
Six Months Ended
June 30, 2017
Property Casualty
& Other⁽¹⁾ Total RSUI Cap
Specialty Pacific
Comp Total Subtotal Alleghany
Capital Total
Segments Corporate
Activities⁽²⁾   Consolidated
($ in millions)
Gross premiums written
  $       744.5   $       1,356.6   $       2,101.1   $       559.6   $       138.8   $       82.6   $       781.0   $     2,882.1 $ -     $     2,882.1   $ (11.2 )   $     2,870.9
Net premiums written
602.4 1,325.8 1,928.2 387.2 129.4 81.4 598.0 2,526.2 -   2,526.2 -   2,526.2
Net premiums earned
557.3 1,326.2 1,883.5 361.2 126.2 82.2 569.6 2,453.1 -   2,453.1 -   2,453.1
Net loss and LAE
244.7 885.4 1,130.1 174.4 68.7 61.0 304.1 1,434.2 -   1,434.2 -   1,434.2
Commissions, brokerage and other underwriting expenses
178.7 459.0 637.7 107.9 54.9 21.7 184.5 822.2 -   822.2 -   822.2

Underwriting profit (loss)⁽³⁾
  $ 133.9   $ (18.2 )   $ 115.7   $ 78.9   $ 2.6   $ (0.5 )   $ 81.0 196.7 -   196.7 -   196.7

Net investment income

210.3 0.5 210.8 6.4 217.2
Change in the fair value of equity securities

-   -   -   -   -
Net realized capital gains

69.4 0.1 69.5 (0.6 ) 68.9
Other than temporary impairment losses

(7.0 ) -   (7.0 ) -   (7.0 )
Noninsurance revenue

5.8 337.6 343.4 10.7 354.1
Other operating expenses

49.1 331.0 380.1 20.2 400.3
Corporate administration

1.6 -   1.6 29.7 31.3
Amortization of intangible assets

(0.9 ) 9.3 8.4 -   8.4
Interest expense

13.6 1.8 15.4 26.5 41.9

Earnings (losses) before income taxes

  $ 411.8   $ (3.9 )   $ 407.9   $ (59.9 )   $ 348.0


	Reinsurance Segment									Insurance Segment
Three Months Ended September 30, 2017	Property			Casualty & Other⁽¹⁾			Total			RSUI			Cap Specialty		Pacific Comp		Total			Subtotal			Alleghany Capital		Total Segments			Corporate Activities⁽²⁾			Consolidated
																	($ in millions)
Gross premiums written	$	445.5		$	681.1		$	1,126.6		$	234.6		$	74.3	$	41.6	$	350.5		$	1,477.1		$	-	$	1,477.1		$	(5.3	)	$	1,471.8
Net premiums written		329.0			649.5			978.5			170.8			69.5		41.5		281.8			1,260.3			-		1,260.3			-			1,260.3
Net premiums earned		310.8			642.4			953.2			179.0			66.1		41.4		286.5			1,239.7			-		1,239.7			-			1,239.7
Net loss and LAE		659.9			459.3			1,119.2			305.4			37.0		30.3		372.7			1,491.9			-		1,491.9			-			1,491.9
Commissions, brokerage and other underwriting expenses		105.2			203.7			308.9			50.3			28.4		10.6		89.3			398.2			-		398.2			-			398.2

Underwriting (loss) profit⁽³⁾	$	(454.3	)	$	(20.6	)	$	(474.9	)	$	(176.7	)	$	0.7	$	0.5	$	(175.5	)		(650.4	)		-		(650.4	)		-			(650.4	)

Net investment income																					101.4			1.6		103.0			1.7			104.7
Change in the fair value of equity securities																					-			-		-			-			-
Net realized capital gains																					21.5			0.7		22.2			10.7			32.9
Other than temporary impairment losses																					(6.1	)		-		(6.1	)		-			(6.1	)
Noninsurance revenue																					4.7			289.3		294.0			2.3			296.3
Other operating expenses																					8.3			260.0		268.3			9.6			277.9
Corporate administration																					(1.5	)		-		(1.5	)		(3.2	)		(4.7	)
Amortization of intangible assets																					(0.3	)		6.0		5.7			-			5.7
Interest expense																					6.6			1.2		7.8			13.0			20.8

Earnings (losses) before income taxes																				$	(542.0	)	$	24.4	$	(517.6	)	$	(4.7	)	$	(522.3	)


				Reinsurance Segment									Insurance Segment
Nine Months Ended September 30, 2018				Property			Casualty & Other⁽¹⁾			Total			RSUI		Cap Specialty		Total			Subtotal			Alleghany Capital		Total Segments			Corporate Activities⁽²⁾			Consolidated
																	($ in millions)
Gross premiums written				$	1,193.7		$	2,130.9		$	3,324.6		$	854.2	$	247.1	$	1,101.3		$	4,425.9		$	-	$	4,425.9		$	(19.2	)	$	4,406.7
Net premiums written					912.1			2,046.8			2,958.9			579.8		229.6		809.4			3,768.3			-		3,768.3			-			3,768.3
Net premiums earned					893.7			2,009.3			2,903.0			556.2		211.0		767.2			3,670.2			-		3,670.2			-			3,670.2
Net loss and LAE					637.7			1,304.3			1,942.0			309.6		114.9		424.5			2,366.5			-		2,366.5			-			2,366.5
Commissions, brokerage and other underwriting expenses					301.2			663.6			964.8			160.0		91.2		251.2			1,216.0			-		1,216.0			-			1,216.0

Underwriting (loss) profit⁽³⁾				$	(45.2	)	$	41.4		$	(3.8	)	$	86.6	$	4.9	$	91.5			87.7			-		87.7			-			87.7

Net investment income																					362.0			3.7		365.7			12.0			377.7
Change in the fair value of equity securities																					506.7			-		506.7			6.1			512.8
Net realized capital gains																					66.8			0.6		67.4			(0.2	)		67.2
Other than temporary impairment losses																					(0.5	)		-		(0.5	)		-			(0.5	)
Noninsurance revenue																					16.7			979.2		995.9			36.8			1,032.7
Other operating expenses																					60.6			937.0		997.6			25.9			1,023.5
Corporate administration																					1.8			-		1.8			39.2			41.0
Amortization of intangible assets																					(0.2	)		17.0		16.8			-			16.8
Interest expense																					20.5			6.1		26.6			39.4			66.0

Earnings (losses) before income taxes																				$	956.7		$	23.4	$	980.1		$	(49.8	)	$	930.3


	Reinsurance Segment									Insurance Segment
Nine Months Ended September 30, 2017	Property			Casualty & Other⁽¹⁾			Total			RSUI			Cap Specialty		Pacific Comp		Total			Subtotal			Alleghany Capital		Total Segments			Corporate Activities⁽²⁾			Consolidated
																	($ in millions)
Gross premiums written	$	1,190.0		$	2,037.7		$	3,227.7		$	794.1		$	213.2	$	124.2	$	1,131.5		$	4,359.2		$	-	$	4,359.2		$	(16.5	)	$	4,342.7
Net premiums written		931.4			1,975.3			2,906.7			558.0			198.9		122.9		879.8			3,786.5			-		3,786.5			-			3,786.5
Net premiums earned		868.1			1,968.7			2,836.8			540.3			192.2		123.5		856.0			3,692.8			-		3,692.8			-			3,692.8
Net loss and LAE		904.6			1,344.7			2,249.3			479.7			105.7		91.3		676.7			2,926.0			-		2,926.0			-			2,926.0
Commissions, brokerage and other underwriting expenses		283.7			662.9			946.6			158.3			83.3		32.2		273.8			1,220.4			-		1,220.4			-			1,220.4

Underwriting (loss) profit⁽³⁾	$	(320.2	)	$	(38.9	)	$	(359.1	)	$	(97.7	)	$	3.2	$	-	$	(94.5	)		(453.6	)		-		(453.6	)		-			(453.6	)

Net investment income																					311.7			2.1		313.8			8.1			321.9
Change in the fair value of equity securities																					-			-		-			-			-
Net realized capital gains																					90.8			0.9		91.7			10.1			101.8
Other than temporary impairment losses																					(13.1	)		-		(13.1	)		-			(13.1	)
Noninsurance revenue																					10.5			626.8		637.3			13.1			650.4
Other operating expenses																					57.4			591.0		648.4			29.8			678.2
Corporate administration																					0.2			-		0.2			26.4			26.6
Amortization of intangible assets																					(1.2	)		15.4		14.2			-			14.2
Interest expense																					20.2			3.0		23.2			39.5			62.7

Earnings (losses) before income taxes																				$	(130.3	)	$	20.4	$	(109.9	)	$	(64.4	)	$	(174.3	)

(1)	Primarily consists of the following assumed 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; surety; and credit.

(2)	Includes elimination of minor reinsurance activity between segments.

(3)

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.

(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 ~~three~~ reportable segments and for corporate activities as of ~~June~~September 30, 2018:


							Identifiable Assets		Invested Assets and Cash		Equity Attributable to Alleghany
	Identifiable Assets		Invested Assets and Cash		Equity Attributable to Alleghany		($ in millions)
	($ in millions)
Reinsurance segment	$	16,356.9	$	13,387.8	$	5,208.5	$	16,740.1	$	13,461.2	$	5,167.6
Insurance segment		6,837.9		5,263.3		2,891.5		7,056.8		5,586.2		3,092.8

Subtotal		23,194.8		18,651.1		8,100.0		23,796.9		19,047.4		8,260.4
Alleghany Capital		1,328.3		130.5		777.2		1,476.6		195.4		855.8

Total segments		24,523.1		18,781.6		8,877.2		25,273.5		19,242.8		9,116.2
Corporate activities		562.8		485.6		(472.8)		522.4		446.8		(521.1)

Consolidated	$	25,085.9	$	19,267.2	$	8,404.4	$	25,795.9	$	19,689.6	$	8,595.1

Included in Alleghany Capital is debt associated with its operating subsidiaries, which totaled ~~$185.4~~$197.7 million as of ~~June~~September 30, 2018. The ~~$185.4~~$197.7 million includes ~~$95.0~~$102.3 million of borrowings by W&W|AFCO Steel under its available credit facility and term loans (including borrowings incurred and assumed from its acquisition of Hirschfeld), ~~$41.0~~$43.0 million of borrowings by Jazwares under its available credit facility, ~~$19.1~~$21.5 million of term loans at Kentucky Trailer primarily related to borrowings to finance small acquisitions and borrowings under its available credit facility, ~~$15.7~~$16.5 million of borrowings by IPS under its available credit facility, and ~~$14.6~~$14.4 million of term loans at Bourn & Koch related to borrowings to finance an acquisition and borrowings under its available credit facility. None of these liabilities are guaranteed by Alleghany or Alleghany Capital.

(d) Alleghany Capital Noninsurance Revenue

For Alleghany Capital’s industrial andnon-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 ~~six~~nine months ended ~~June~~September 30, 2018 and 2017:


									Three Months Ended September 30,					Nine Months Ended September 30,
	Three Months Ended June 30,				Six Months Ended June 30,				2018			2017		2018			2017
	2018		2017		2018		2017		($ in millions)
	($ in millions)
Industrial⁽¹⁾	$	221.9	$	74.5	$	367.4	$	116.4	$	224.2		$	137.9	$	591.6		$	254.2
Non-industrial⁽²⁾		107.1		118.3		204.2		221.2
Non-Industrial⁽²⁾										183.7			150.9		387.9			372.1
Corporate & other		-		-		0.1		-		(0.4	)		0.5		(0.3	)		0.5

Alleghany Capital	$	329.0	$	192.8	$	571.7	$	337.6	$	407.5		$	289.3	$	979.2		$	626.8

(1)

For the three and ~~six~~nine months ended ~~June~~September 30, 2018, the vast majority of noninsurance revenues were recognized as goods and services transferred to customers over time. For the three and ~~six~~nine months ended ~~June~~September 30, 2017, approximately 6677 percent and 5767 percent, respectively, of noninsurance revenues were recognized as services were transferred to customers over time, with the remainder recognized as goods transferred at a point in time. See Note 1(c) of this Form10-Q for additional information regarding Alleghany’s adoption of new revenue recognition accounting guidance effective in the first quarter of 2018.

(2)

For the three and ~~six~~nine months ended ~~June~~September 30, 2018, approximately 7060 percent and 65 percent, respectively, of noninsurance revenues were recognized as services transferred to customers over time, with the remainder recognized as goods transferred at a point in time. For the three and ~~six~~nine months ended ~~June~~September 30, 2017, approximately 7556 percent and 7869 percent, respectively, of noninsurance revenues were recognized as services were transferred to customers over time, with the remainder recognized as goods were transferred at a point in time. See Note 1(c) of this Form10-Q for additional information regarding Alleghany’s adoption of new revenue recognition accounting guidance effective in the first quarter of 2018.

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 ~~six~~nine months ended ~~June~~September 30, 2018 and 2017. 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 Form10-Q for the quarter ended ~~June~~September 30, 2018, or this “Form10-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 Form10-K for the year ended December 31, 2017, or the “2017 Form10-K.”

References in this Form10-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;

“PacificComp” are to our former wholly-owned subsidiary Pacific Compensation Corporation and its subsidiary, which were sold on December 31, 2017;

“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;

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

“Bourn & Koch” are to our majority-owned subsidiary Bourn & Koch, Inc. and its subsidiary;

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

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

“Jazwares” are to ourmajority-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; and

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

Note on Forward-Looking Statements

Certain statements contained in this Form10-Q may be deemed to be ~~“forward-looking~~“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 theseforward-looking statements to differ, possibly materially, from that currently contemplated include:

significantweather-related or other natural orman-made catastrophes and disasters;

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 2017 Form10-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 anyforward-looking statements to reflect subsequent circumstances or events. See Part I, Item 1A, “Risk Factors” of the 2017 Form10-K for additional information.

Comment onNon-GAAP Financial Measures

Throughout this Form10-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 operating earnings before income taxes, which are“non-GAAP financial measures,” as such term is defined in Item 10(e) of RegulationS-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 fromnon-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 anon-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) other than temporary impairment, or “OTTI,” losses; (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.”

Operating earnings before income taxes is anon-GAAP financial measure for our noninsurance operating subsidiaries and investments in the Alleghany Capital segment. Operating earnings before income taxes represents noninsurance revenue less all operating expenses, and does not include: (i) amortization of intangible assets; (ii) change in the fair value of equity securities; (iii) net realized capital gains; (iv) OTTI losses; and (v) income taxes. Because operating earnings before income taxes excludes ~~income taxes,~~amortization of intangible assets, change in the fair value of equity securities, net realized capital gains, OTTI losses and ~~amortization of intangible assets,~~income taxes, it provides an indication of economic performance that is not affected by investment activity, levels of effective tax rates or levels of amortization resulting from acquisition accounting. We use operating 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 operating earnings before income taxes to earnings before income taxes is presented within “Consolidated Results of Operations.”

In prior filings, we have used Adjusted EBITDA as anon-GAAP financial measure for our noninsurance operating subsidiaries held by Alleghany Capital. We believe that operating earnings before income taxes is a more usefulnon-GAAP financial measure, as it reflects: (i) ongoing capital expenditures through the inclusion of depreciation expense (a component of other operating expenses); and (ii) ongoing levels of debt through the inclusion of interest ~~expenses.~~expense.

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 ~~$295.1~~$284.9 million in the ~~second~~third quarter of 2018, compared with ~~$101.8~~net losses attributable to Alleghany stockholders of $314.2 million in the ~~second~~third quarter of 2017, ~~an increase of 189.9 percent,~~ and ~~$466.7~~net earnings attributable to Alleghany stockholders were $751.6 million in the first ~~six~~nine months of 2018, compared with ~~$251.0~~net losses attributable to Alleghany stockholders of $63.2 million in the first ~~six~~nine months of ~~2017, an increase of 85.9 percent.~~2017.

Earnings before income taxes were $371.8 million in the second quarter of 2018, compared with $140.1 million in the second quarter of 2017, and $580.5 million in the first six months of 2018, compared with $348.0 million in the first six months of 2017.

Net investment income increased by ~~24.2~~21.6 percent and ~~15.3~~17.3 percent in the ~~second~~third quarter and first ~~six~~nine months of 2018, respectively, from the corresponding 2017 periods.

Net premiums written decreased by ~~1.3~~1.7 percent and 0.5 percent in the ~~second~~third quarter ~~of 2018 from the second quarter of 2017,~~ and ~~net premiums written for the~~ first ~~six~~nine months of 2018, ~~approximated those for~~respectively, from the ~~first six months of 2017.~~corresponding 2017 periods.

Underwriting ~~profit~~loss was ~~$96.7~~$140.0 million in the ~~second~~third quarter of 2018, compared with ~~$95.3~~$650.4 million in the ~~second~~third quarter of 2017, and ~~$227.6~~underwriting profit was $87.7 million in the first ~~six~~nine months of 2018, compared with ~~$196.7~~underwriting loss of $453.6 million in the first ~~six~~nine months of 2017.

The combined ratio for our reinsurance and insurance segments was ~~92.2~~111.5 percent in the ~~second~~third quarter of 2018, compared with ~~92.4~~152.4 percent in the ~~second~~third quarter of 2017, and ~~90.7~~97.6 percent in the first ~~six~~nine months of 2018, compared with ~~92.0~~112.2 percent in the first ~~six~~nine months of 2017.

Catastrophe losses, net of reinsurance, were ~~$14.3~~$237.8 million in the ~~second~~third quarter of 2018, compared with ~~$11.4~~$792.5 million in the ~~second~~third quarter of 2017, and ~~$18.4~~$256.2 million in the first ~~six~~nine months of 2018, compared with ~~$15.4~~$807.9 million in the first ~~six~~nine months of 2017.

Net favorable prior accident year loss reserve development was ~~$52.2~~$75.0 million in the ~~second~~third quarter of 2018, compared with ~~$63.6~~$61.5 million in the ~~second~~third quarter of 2017, and ~~$137.9~~$212.8 million in the first ~~six~~nine months of 2018, compared with ~~$111.4~~$173.0 million in the first ~~six~~nine months of 2017.

Noninsurance revenues for Alleghany Capital were ~~$329.0~~$407.5 million in the ~~second~~third quarter of 2018, compared with ~~$192.8~~$289.3 million in the ~~second~~third quarter of 2017, and ~~$571.7~~$979.2 million in the first ~~six~~nine months of 2018, compared with ~~$337.6~~$626.8 million in the first ~~six~~nine months of 2017.

Earnings before income taxes for Alleghany Capital were ~~$7.5~~$17.3 million in the ~~second~~third quarter of 2018, compared with ~~losses before income taxes of $2.2~~$24.4 million in the ~~second~~third quarter of 2017, and ~~earnings before income taxes were $6.1~~$23.4 million in the first ~~six~~nine months of 2018, compared with ~~losses before income taxes of $3.9~~$20.4 million in the first ~~six~~nine months of 2017. Operating earnings before income taxes were ~~$13.4~~$23.1 million in the ~~second~~third quarter of 2018, compared with ~~$2.6~~$29.7 million in the ~~second~~third quarter of 2017, and ~~$16.8~~$39.8 million in the first ~~six~~nine months of 2018, compared with ~~$5.3~~$34.9 million in the first ~~six~~nine months of 2017.

As of ~~June~~September 30, 2018, we had total assets of ~~$25.1~~$25.8 billion and total stockholders’ equity attributable to Alleghany stockholders of ~~$8.4~~$8.6 billion. As of ~~June~~September 30, 2018, we had consolidated total investments of approximately ~~$18.6~~$19.0 billion, consisting of $12.1 billion invested in debt securities, ~~$4.7~~$5.0 billion invested in equity securities, ~~$0.5~~$0.7 billion invested in short-term investments, $0.7 billion invested in commercial mortgage loans and ~~$0.6~~$0.5 billion invested in other invested assets.

We incurred catastrophe losses in the third quarter of 2018, primarily from Hurricane Florence, which caused widespread property damage and flooding in September 2018, primarily in the State of North Carolina, and Typhoons Jebi and Trami, each of which caused widespread property damage and flooding in September 2018, primarily in Japan. We incurred significant catastrophe losses in the third quarter of 2017, primarily arising from three major hurricanes. Hurricane Harvey caused widespread property damage and flooding in August 2017, primarily in the State of Texas. Hurricane Irma caused widespread property damage and flooding in September 2017, primarily in the State of Florida. Hurricane Maria caused widespread property damage and flooding in September 2017, primarily in the Commonwealth of Puerto Rico. Our loss estimates for all of these catastrophes were based on information available at the time, including an analysis of reported claims, an underwriting review ofin-force contracts, estimates of losses resulting from wind and other perils, including storm surge and flooding to the extent covered by applicable policies, and other factors requiring considerable judgment.

The following tables present the impact of our catastrophe losses, net of reinsurance, for the three months ended September 30, 2018 and 2017:


	Reinsurance Segment			Insurance Segment			Total Segments
Three Months Ended September 30, 2018				($ in millions)
Net loss and LAE:
Typhoon Jebi	$	87.7		$	-		$	87.7
Hurricane Florence		46.2			34.0			80.2
Typhoon Trami		38.5			-			38.5
Other		23.4	⁽¹⁾		8.0	⁽²⁾		31.4

Total net loss and LAE		195.8			42.0			237.8

Net reinstatement premiums (earned)⁽³⁾		(10.8)			-			(10.8)


Losses before income taxes		185.0			42.0			227.0
Income taxes		38.9			8.8			47.7

Net losses attributable to Alleghany stockholders	$	146.1		$	33.2		$	179.3


Three Months Ended September 30, 2017
Net loss and LAE:
Hurricane Harvey	$	181.0		$	83.6		$	264.6
Hurricane Irma		208.3			103.7			312.0
Hurricane Maria		156.0			14.3			170.3
Other		30.7	⁽⁴⁾		14.9			45.6

Total net loss and LAE		576.0			216.5			792.5

Net reinstatement premiums (earned)⁽³⁾		(37.1)			-			(37.1)


Losses before income taxes		538.9			216.5			755.4
Income taxes		188.6			75.8			264.4

Net losses attributable to Alleghany stockholders	$	350.3		$	140.7		$	491.0

(1)

Relates to several severe weather events in East Asia.

(2)

Includes $7.1 million attributable to RSUI and $0.9 million attributable to CapSpecialty.

(3)

Represents an increase in net premiums earned.

(4)

Attributable to earthquakes in Mexico.

Our catastrophe losses are more fully described in the following pages.

Consolidated Results of Operations

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


	Three Months Ended					Six Months Ended						Three Months Ended					Nine Months Ended
	June 30,					June 30,						September 30,					September 30,
	2018		2017			2018			2017			2018		2017			2018			2017
	($ in millions)											($ in millions)
Revenues
Net premiums earned	$	1,237.0	$	1,243.9		$	2,444.8		$	2,453.1		$	1,225.4	$	1,239.7		$	3,670.2		$	3,692.8
Net investment income		126.3		101.7			250.4			217.2			127.3		104.7			377.7			321.9
Change in the fair value of equity securities		185.2		-			142.6			-			370.2		-			512.8			-
Net realized capital gains		6.5		9.3			51.0			68.9			16.2		32.9			67.2			101.8
Other than temporary impairment losses		-		(3.8	)		(0.5	)		(7.0	)		-		(6.1	)		(0.5	)		(13.1	)
Noninsurance revenue		342.7		202.8			594.4			354.1			438.3		296.3			1,032.7			650.4

Total revenues		1,897.7		1,553.9			3,482.7			3,086.3			2,177.4		1,667.5			5,660.1			4,753.8


Costs and Expenseses
Costs and Expenses
Net loss and loss adjustment expenses		738.2		734.9			1,408.8			1,434.2			957.7		1,491.9			2,366.5			2,926.0
Commissions, brokerage and other underwriting expenses		402.1		413.7			808.4			822.2			407.7		398.2			1,216.0			1,220.4
Other operating expenses		343.2		225.2			608.1			400.3			415.3		277.9			1,023.5			678.2
Corporate administration		14.1		14.4			21.9			31.3			19.1		(4.7	)		41.0			26.6
Amortization of intangible assets		6.0		4.6			11.2			8.4			5.5		5.7			16.8			14.2
Interest expense		22.3		21.0			43.8			41.9			22.2		20.8			66.0			62.7

Total costs and expenses		1,525.9		1,413.8			2,902.2			2,738.3			1,827.5		2,189.8			4,729.8			4,928.1


Earnings before income taxes		371.8		140.1			580.5			348.0
Earnings (losses) before income taxes													349.9		(522.3	)		930.3			(174.3	)
Income taxes		73.4		37.4			110.9			96.0			60.4		(212.3	)		171.2			(116.3	)

Net earnings		298.4		102.7			469.6			252.0
Net earnings (losses)													289.5		(310.0	)		759.1			(58.0	)
Net earnings attributable to noncontrolling interests		3.3		0.9			2.9			1.0			4.6		4.2			7.5			5.2

Net earnings attributable to Alleghany stockholders	$	295.1	$	101.8		$	466.7		$	251.0
Net earnings (losses) attributable to Alleghany stockholders												$	284.9	$	(314.2	)	$	751.6		$	(63.2	)

See Note 10 to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for additional detail on our segments and other activities. The tables below present the results for our segments and for other activities for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017.

Segments
Three Months Ended June 30, 2018
Reinsurance
Segment Insurance
Segment Subtotal Alleghany
Capital Total
Segments Corporate
Activities⁽¹⁾ Consolidated
($ in millions)
Gross premiums written
$   1,071.7 $   407.5 $   1,479.2 $ -     $   1,479.2 $ (6.5 ) $   1,472.7
Net premiums written
976.6 299.2 1,275.8 -     1,275.8 -     1,275.8
Net premiums earned
981.3 255.7 1,237.0 -     1,237.0 -     1,237.0

Net loss and LAE:

Current year (excluding catastrophe losses)
644.2 131.9 776.1 -     776.1 -     776.1
Current year catastrophe losses
-     14.3 14.3 -     14.3 -     14.3
Prior years
(50.7 ) (1.5 ) (52.2 ) -     (52.2 ) -     (52.2 )

  Total net loss and LAE
593.5 144.7 738.2 -     738.2 -     738.2
Commissions, brokerage and other underwriting expenses
318.0 84.1 402.1 -     402.1 -     402.1

Underwriting profit⁽²⁾
  $         69.8   $       26.9 96.7 -     96.7 -     96.7

Net investment income

121.1 1.2 122.3 4.0 126.3
Change in the fair value of equity securities

146.8 -     146.8 38.4 185.2
Net realized capital gains

6.8 (0.1 ) 6.7 (0.2 ) 6.5
Other than temporary impairment losses

-    -    -     -     -
Noninsurance revenue

4.7 329.0 333.7 9.0 342.7
Other operating expenses

19.9 314.5 334.4 8.8 343.2
Corporate administration

0.8 -     0.8 13.3 14.1
Amortization of intangible assets

0.2 5.8 6.0 -     6.0
Interest expense

6.9 2.3 9.2 13.1 22.3

Earnings before income taxes

  $         348.3   $         7.5   $         355.8   $         16.0   $         371.8

Loss ratio⁽³⁾:

Current year (excluding catastrophe losses)
65.6 % 51.6 % 62.7 %
Current year catastrophe losses
-     % 5.6 % 1.2 %
Prior years
(5.2 %) (0.6 %) (4.2 %)

  Total net loss and LAE
60.4 % 56.6 % 59.7 %
Expense ratio⁽⁴⁾
32.4 % 32.9 % 32.5 %

Combined ratio⁽⁵⁾
92.8 % 89.5 % 92.2 %

Segments
Three Months Ended June 30, 2017
Reinsurance
Segment Insurance
Segment Subtotal Alleghany
Capital Total
Segments Corporate
Activities⁽¹⁾ Consolidated
($ in millions)
Gross premiums written
  $   1,045.4   $     410.3   $ 1,455.7   $ -       $   1,455.7   $ (5.7 )   $   1,450.0
Net premiums written
978.8 314.3 1,293.1 -     1,293.1 -     1,293.1
Net premiums earned
957.4 286.5 1,243.9 -     1,243.9 -     1,243.9

Net loss and LAE:

Current year (excluding catastrophe losses)
625.6 161.5 787.1 -     787.1 -     787.1
Current year catastrophe losses
-     11.4 11.4 -     11.4 -     11.4
Prior years
(52.6 ) (11.0 ) (63.6 ) -     (63.6 ) -     (63.6 )

Total net loss and LAE
573.0 161.9 734.9 -     734.9 -     734.9
Commissions, brokerage and other underwriting expenses
322.2 91.5 413.7 -     413.7 -     413.7

Underwriting profit⁽²⁾
  $         62.2   $         33.1 95.3 -     95.3 -     95.3

Net investment income

98.0 0.2 98.2 3.5 101.7
Change in the fair value of equity securities

-     -     -     -     -
Net realized capital gains

9.2 0.2 9.4 (0.1 ) 9.3
Other than temporary impairment losses

(3.8 ) -     (3.8 ) -     (3.8 )
Noninsurance revenue

3.3 192.8 196.1 6.7 202.8
Other operating expenses

25.9 189.4 215.3 9.9 225.2
Corporate administration

0.8 -     0.8 13.6 14.4
Amortization of intangible assets

(0.4 ) 5.0 4.6 -     4.6
Interest expense

6.8 1.0 7.8 13.2 21.0

Earnings (losses) before income taxes

  $         168.9   $         (2.2 )   $       166.7   $         (26.6 )   $       140.1

Loss ratio⁽³⁾:

Current year (excluding catastrophe losses)
65.4 % 56.3 % 63.3 %
Current year catastrophe losses
-     % 4.0 % 0.9 %
Prior years
(5.5 %) (3.8 %) (5.1 %)

Total net loss and LAE
59.9 % 56.5 % 59.1 %
Expense ratio⁽⁴⁾
33.6 % 31.9 % 33.3 %

Combined ratio⁽⁵⁾
93.5 % 88.4 % 92.4 %


	Segments
Three Months Ended September 30, 2018	Reinsurance Segment		Insurance Segment		Subtotal		Alleghany Capital		Total Segments		Corporate Activities⁽¹⁾		Consolidated
	($ in millions)
Gross premiums written	$	1,137.3	$	344.7	$	1,482.0	$	-	$	1,482.0	$	(6.7)	$	1,475.3
Net premiums written		985.2		253.9		1,239.1		-		1,239.1		-		1,239.1

Net premiums earned		961.5		263.9		1,225.4		-		1,225.4		-		1,225.4

Net loss and LAE:
Current year (excluding catastrophe losses)		654.7		140.2		794.9		-		794.9		-		794.9
Current year catastrophe losses		195.8		42.0		237.8		-		237.8		-		237.8
Prior years		(41.5)		(33.5)		(75.0)		-		(75.0)		-		(75.0)

Total net loss and LAE		809.0		148.7		957.7		-		957.7		-		957.7
Commissions, brokerage and other underwriting expenses		324.9		82.8		407.7		-		407.7		-		407.7

Underwriting (loss) profit⁽²⁾	$	(172.4)	$	32.4		(140.0)		-		(140.0)		-		(140.0)

Net investment income						122.5		0.7		123.2		4.1		127.3
Change in the fair value of equity securities						373.9		-		373.9		(3.7)		370.2
Net realized capital gains						16.2		-		16.2		-		16.2
Other than temporary impairment losses						-		-		-		-		-
Noninsurance revenue						6.2		407.5		413.7		24.6		438.3
Other operating expenses						23.6		382.5		406.1		9.2		415.3
Corporate administration						1.3		-		1.3		17.8		19.1
Amortization of intangible assets						(0.3)		5.8		5.5		-		5.5
Interest expense						6.7		2.6		9.3		12.9		22.2

Earnings (lossses) before income taxes					$	347.5	$	17.3	$	364.8	$	(14.9)	$	349.9


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		68.1%		53.1%		64.9%
Current year catastrophe losses		20.4%		15.9%		19.4%
Prior years		(4.4%)		(12.7%)		(6.1%)

Total net loss and LAE		84.1%		56.3%		78.2%
Expense ratio⁽⁴⁾		33.8%		31.4%		33.3%

Combined ratio⁽⁵⁾		117.9%		87.7%		111.5%

Segments
Six Months Ended June 30, 2018
Reinsurance
Segment Insurance
Segment Subtotal Alleghany
Capital Total
Segments Corporate
Activities⁽¹⁾ Consolidated
($ in millions)
Gross premiums written
  $       2,187.3   $       756.6   $       2,943.9   $ -       $       2,943.9   $ (12.4 )   $     2,931.5
Net premiums written
1,973.7 555.5 2,529.2 -     2,529.2 -     2,529.2
Net premiums earned
1,941.5 503.3 2,444.8 -     2,444.8 -     2,444.8

Net loss and LAE:

Current year (excluding catastrophe losses)
1,255.2 273.1 1,528.3 -     1,528.3 -     1,528.3
Current year catastrophe losses
-     18.4 18.4 -     18.4 -     18.4
Prior years
(122.3 ) (15.6 ) (137.9 ) -     (137.9 ) -     (137.9 )

Total net loss and LAE
1,132.9 275.9 1,408.8 -     1,408.8 -     1,408.8
Commissions, brokerage and other underwriting expenses
640.0 168.4 808.4 -     808.4 -     808.4

Underwriting profit⁽²⁾
  $       168.6   $         59.0 227.6 -     227.6 -     227.6

Net investment income

239.4 3.1 242.5 7.9 250.4
Change in the fair value of equity securities

132.7 -     132.7 9.9 142.6
Net realized capital gains

50.7 0.5 51.2 (0.2 ) 51.0
Other than temporary impairment losses

(0.5 ) -     (0.5 ) -     (0.5 )
Noninsurance revenue

10.4 571.7 582.1 12.3 594.4
Other operating expenses

37.0 554.4 591.4 16.7 608.1
Corporate administration

0.5 -     0.5 21.4 21.9
Amortization of intangible assets

-     11.2 11.2 -     11.2
Interest expense

13.6 3.6 17.2 26.6 43.8

Earnings (losses) before income taxes

  $       609.2   $       6.1   $       615.3   $         (34.8 )   $       580.5

Loss ratio⁽³⁾:

Current year (excluding catastrophe losses)
64.7 % 54.3 % 62.5 %
Current year catastrophe losses
-     % 3.6 % 0.8 %
Prior years
(6.3 %) (3.1 %) (5.7 %)

Total net loss and LAE
58.4 % 54.8 % 57.6 %
Expense ratio⁽⁴⁾
33.0 % 33.5 % 33.1 %

Combined ratio⁽⁵⁾
91.4 % 88.3 % 90.7 %


	Segments
Three Months Ended September 30, 2017	Reinsurance Segment			Insurance Segment			Subtotal			Alleghany Capital		Total Segments			Corporate Activities⁽¹⁾			Consolidated
	($ in millions)
Gross premiums written	$	1,126.6		$	350.5		$	1,477.1		$	-	$	1,477.1		$	(5.3	)	$	1,471.8
Net premiums written		978.5			281.8			1,260.3			-		1,260.3			-			1,260.3

Net premiums earned		953.2			286.5			1,239.7			-		1,239.7			-			1,239.7

Net loss and LAE:
Current year (excluding catastrophe losses)		593.0			167.9			760.9			-		760.9			-			760.9
Current year catastrophe losses		576.0			216.5			792.5			-		792.5			-			792.5
Prior years		(49.8	)		(11.7	)		(61.5	)		-		(61.5	)		-			(61.5	)

Total net loss and LAE		1,119.2			372.7			1,491.9			-		1,491.9			-			1,491.9
Commissions, brokerage and other underwriting expenses		308.9			89.3			398.2			-		398.2			-			398.2

Underwriting (loss)⁽²⁾	$	(474.9	)	$	(175.5	)		(650.4	)		-		(650.4	)		-			(650.4	)

Net investment income								101.4			1.6		103.0			1.7			104.7
Change in the fair value of equity securities								-			-		-			-			-
Net realized capital gains								21.5			0.7		22.2			10.7			32.9
Other than temporary impairment losses								(6.1	)		-		(6.1	)		-			(6.1	)
Noninsurance revenue								4.7			289.3		294.0			2.3			296.3
Other operating expenses								8.3			260.0		268.3			9.6			277.9
Corporate administration								(1.5	)		-		(1.5	)		(3.2	)		(4.7	)
Amortization of intangible assets								(0.3	)		6.0		5.7			-			5.7
Interest expense								6.6			1.2		7.8			13.0			20.8

Earnings (losses) before income taxes							$	(542.0	)	$	24.4	$	(517.6	)	$	(4.7	)	$	(522.3	)


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		62.3	%		58.6	%		61.4	%
Current year catastrophe losses		60.4	%		75.6	%		63.9	%
Prior years		(5.2	%)		(4.1	%)		(5.0	%)

Total net loss and LAE		117.5	%		130.1	%		120.3	%
Expense ratio⁽⁴⁾		32.3	%		31.2	%		32.1	%

Combined ratio⁽⁵⁾		149.8	%		161.3	%		152.4	%

Segments
Six Months Ended June 30, 2017
Reinsurance
Segment Insurance
Segment Subtotal Alleghany
Capital Total
Segments Corporate
Activities⁽¹⁾   Consolidated
($ in millions)
Gross premiums written
  $   2,101.1   $     781.0   $   2,882.1   $ -     ��$   2,882.1   $ (11.2 )   $   2,870.9
Net premiums written
1,928.2 598.0 2,526.2 -     2,526.2 -     2,526.2
Net premiums earned
1,883.5 569.6 2,453.1 -     2,453.1 -     2,453.1

Net loss and LAE:

Current year (excluding catastrophe losses)
1,221.0 309.2 1,530.2 -     1,530.2 -     1,530.2
Current year catastrophe losses
-     15.4 15.4 -     15.4 -     15.4
Prior years
(90.9 ) (20.5 ) (111.4 ) -     (111.4 ) -     (111.4 )

Total net loss and LAE
1,130.1 304.1 1,434.2 -     1,434.2 -     1,434.2
Commissions, brokerage and other underwriting expenses
637.7 184.5 822.2 -     822.2 -     822.2

Underwriting profit⁽²⁾
  $ 115.7   $ 81.0 196.7 -     196.7 -     196.7

Net investment income

210.3 0.5 210.8 6.4 217.2
Change in the fair value of equity securities

-     -     -     -     -
Net realized capital gains

69.4 0.1 69.5 (0.6 ) 68.9
Other than temporary impairment losses

(7.0 ) -     (7.0 ) -     (7.0 )
Noninsurance revenue

5.8 337.6 343.4 10.7 354.1
Other operating expenses

49.1 331.0 380.1 20.2 400.3
Corporate administration

1.6 -     1.6 29.7 31.3
Amortization of intangible assets

(0.9 ) 9.3 8.4 -     8.4
Interest expense

13.6 1.8 15.4 26.5 41.9

Earnings (losses) before income taxes

  $   411.8 $         (3.9 )   $     407.9   $         (59.9 )    $ 348.0

Loss ratio⁽³⁾:

Current year (excluding catastrophe losses)
64.8 % 54.3 % 62.4 %
Current year catastrophe losses
-      % 2.7 % 0.6 %
Prior years
(4.8 %) (3.6 %) (4.5 %)

Total net loss and LAE
60.0 % 53.4 % 58.5 %
Expense ratio⁽⁴⁾
33.9 % 32.4 % 33.5 %

Combined ratio⁽⁵⁾
93.9 % 85.8 % 92.0 %


	Segments
Nine Months Ended September 30, 2018	Reinsurance Segment			Insurance Segment			Subtotal			Alleghany Capital		Total Segments			Corporate Activities⁽¹⁾			Consolidated
	($ in millions)
Gross premiums written	$	3,324.6		$	1,101.3		$	4,425.9		$	-	$	4,425.9		$	(19.2	)	$	4,406.7
Net premiums written		2,958.9			809.4			3,768.3			-		3,768.3			-			3,768.3

Net premiums earned		2,903.0			767.2			3,670.2			-		3,670.2			-			3,670.2

Net loss and LAE:
Current year (excluding catastrophe losses)		1,909.9			413.2			2,323.1			-		2,323.1			-			2,323.1
Current year catastrophe losses		195.8			60.4			256.2			-		256.2			-			256.2
Prior years		(163.7	)		(49.1	)		(212.8	)		-		(212.8	)		-			(212.8	)

Total net loss and LAE		1,942.0			424.5			2,366.5			-		2,366.5			-			2,366.5
Commissions, brokerage and other underwriting expenses		964.8			251.2			1,216.0			-		1,216.0			-			1,216.0

Underwriting (loss) profit⁽²⁾	$	(3.8	)	$	91.5			87.7			-		87.7			-			87.7

Net investment income								362.0			3.7		365.7			12.0			377.7
Change in the fair value of equity securities								506.7			-		506.7			6.1			512.8
Net realized capital gains								66.8			0.6		67.4			(0.2	)		67.2
Other than temporary impairment losses								(0.5	)		-		(0.5	)		-			(0.5	)
Noninsurance revenue								16.7			979.2		995.9			36.8			1,032.7
Other operating expenses								60.6			937.0		997.6			25.9			1,023.5
Corporate administration								1.8			-		1.8			39.2			41.0
Amortization of intangible assets								(0.2	)		17.0		16.8			-			16.8
Interest expense								20.5			6.1		26.6			39.4			66.0

Earnings (losses) before income taxes							$	956.7		$	23.4	$	980.1		$	(49.8	)	$	930.3


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		65.8	%		53.9	%		63.3	%
Current year catastrophe losses		6.7	%		7.8	%		7.0	%
Prior years		(5.6	%)		(6.4	%)		(5.8	%)

Total net loss and LAE		66.9	%		55.3	%		64.5	%
Expense ratio⁽⁴⁾		33.2	%		32.7	%		33.1	%

Combined ratio⁽⁵⁾		100.1	%		88.0	%		97.6	%


	Segments
Nine Months Ended September 30, 2017	Reinsurance Segment			Insurance Segment			Subtotal			Alleghany Capital		Total Segments			Corporate Activities⁽¹⁾			Consolidated
							($ in millions)
Gross premiums written	$	3,227.7		$	1,131.5		$	4,359.2		$	-	$	4,359.2		$	(16.5	)	$	4,342.7
Net premiums written		2,906.7			879.8			3,786.5			-		3,786.5			-			3,786.5

Net premiums earned		2,836.8			856.0			3,692.8			-		3,692.8			-			3,692.8

Net loss and LAE:
Current year (excluding catastrophe losses)		1,814.1			477.0			2,291.1			-		2,291.1			-			2,291.1
Current year catastrophe losses		576.0			231.9			807.9			-		807.9			-			807.9
Prior years		(140.8	)		(32.2	)		(173.0	)		-		(173.0	)		-			(173.0	)

Total net loss and LAE		2,249.3			676.7			2,926.0			-		2,926.0			-			2,926.0
Commissions, brokerage and other underwriting expenses		946.6			273.8			1,220.4			-		1,220.4			-			1,220.4

Underwriting (loss)⁽²⁾	$	(359.1	)	$	(94.5	)		(453.6	)		-		(453.6	)		-			(453.6	)

Net investment income								311.7			2.1		313.8			8.1			321.9
Change in the fair value of equity securities								-			-		-			-			-
Net realized capital gains								90.8			0.9		91.7			10.1			101.8
Other than temporary impairment losses								(13.1	)		-		(13.1	)		-			(13.1	)
Noninsurance revenue								10.5			626.8		637.3			13.1			650.4
Other operating expenses								57.4			591.0		648.4			29.8			678.2
Corporate administration								0.2			-		0.2			26.4			26.6
Amortization of intangible assets								(1.2	)		15.4		14.2			-			14.2
Interest expense								20.2			3.0		23.2			39.5			62.7

Earnings (losses) before income taxes							$	(130.3	)	$	20.4	$	(109.9	)	$	(64.4	)	$	(174.3	)


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		63.9	%		55.8	%		62.0	%
Current year catastrophe losses		20.3	%		27.1	%		21.9	%
Prior years		(5.0	%)		(3.8	%)		(4.7	%)

Total net loss and LAE		79.2	%		79.1	%		79.2	%
Expense ratio⁽⁴⁾		33.4	%		32.0	%		33.0	%

Combined ratio⁽⁵⁾		112.6	%		111.1	%		112.2	%

(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, OTTI losses, noninsurance revenue, other operating expenses, corporate administration, amortization of intangible assets and interest expense. Underwriting profit is anon-GAAP financial measure and does not replace earnings before income taxes determined in accordance with GAAP as a measure of profitability. See “Comment onNon-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.

Comparison of the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2018 and 2017

Premiums.The following table presents our consolidated premiums:


	Three Months Ended							Six Months Ended							Three Months Ended							Nine Months Ended
	June 30,							June 30,							September 30,				Percent			September 30,				Percent
	2018		2017		Percent Change			2018		2017		Percent Change			2018		2017		Change			2018		2017		Change
	($ in millions)														($ in millions)
Premiums written:
Gross premiums written	$	1,472.7	$	1,450.0		1.6	%��	$	2,931.5	$	2,870.9		2.1	%	$	1,475.3	$	1,471.8		0.2%		$	4,406.7	$	4,342.7		1.5%
Net premiums written		1,275.8		1,293.1		(1.3	%)		2,529.2		2,526.2		0.1	%		1,239.1		1,260.3		(1.7%	)		3,768.3		3,786.5		(0.5%	)

Net premiums earned		1,237.0		1,243.9		(0.6	%)		2,444.8		2,453.1		(0.3	%)		1,225.4		1,239.7		(1.2%	)		3,670.2		3,692.8		(0.6%	)

The increases in gross premiums written in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods are primarily attributable to increases at our reinsurance segment, as well as growth at CapSpecialty and ~~to a lesser extent,~~ RSUI, partially offset by the impact of the sale of PacificComp. The ~~increases~~increase in the third quarter at our reinsurance segment is primarily due to the impact of TransRe’s purchase of renewal rights associated with a certain block of U.S. treaty reinsurance business focused on regional property and casualty, accident and health and personal auto lines of business, on August 29, 2018, or the “Renewal Rights Purchase,” and an increase in premiums written by the Asia-Pacific operations, partially offset by lower reinstatement premiums written due to significantly lower catastrophe losses in the third quarter of 2018 and the impact of changes in foreign currency exchange rates.

The increase in the first nine months of 2018 at our reinsurance segment primarily ~~reflect~~reflects increases in casualty premiums written by the European and Asia-Pacific operations, the impact of the Renewal Rights Purchase and the impact of changes in foreign currency exchange ~~rates. In addition, gross~~rates, partially offset by a decrease in reinstatement premiums written due to significantly lower catastrophe losses in 2018. Gross premiums written related to a certain large whole account quota share treaty, or the “Quota Share Treaty,” ~~increased to $187.7~~were $207.2 million and $205.8 million in the ~~second~~third quarter of 2018 ~~from $183.9~~and 2017, respectively, and were $578.9 million ~~in the second quarter of 2017,~~ and ~~decreased to $371.7~~$579.9 million in the first ~~six~~nine months of 2018 ~~from $374.1 million in the first six months of 2017.~~and 2017, respectively.

The ~~decrease~~decreases in net premiums written in the ~~second~~third quarter and first nine months of 2018 from the ~~second quarter of~~corresponding 2017 periods primarily ~~reflects~~reflect higher ceded premiums written due to an increase in retrocessional coverage purchased in 2018 at our reinsurance segment, as well as higher ceded premiums written at RSUI, partially offset by ~~increases in~~higher gross premiums ~~written, as discussed above.~~written.

The decreases in net premiums earned in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods are primarily attributable to decreases at our insurance segment due to the impact of the sale of PacificComp, partially offset by increases at our reinsurance segment primarily due ~~mainly~~ to increases in gross premiums written in recent quarters, partially offset by higher ceded premiums earned due to an increase in retrocessional coverage purchased in 2018 and lower reinstatement premiums earned due to significantly lower catastrophe losses in the third quarter of 2018.

A detailed comparison of premiums by segment for the ~~second~~third quarter and first ~~six~~nine months of 2018 and 2017 is contained in the following pages.

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


	Three Months Ended									Six Months Ended									Three Months Ended						Nine Months Ended
	June 30,									June 30,									September 30,				Percent		September 30,				Percent
	2018			2017			Percent Change			2018			2017			Percent Change			2018		2017		Change		2018		2017		Change
	($ in millions)																		($ in millions)
Net loss and LAE:
Current year (excluding catastrophe losses)	$	776.1		$	787.1			(1.4%	)	$	1,528.3		$	1,530.2			(0.1%	)	$	794.9	$	760.9		4.5%	$	2,323.1	$	2,291.1		1.4%
Current year catastrophe losses		14.3			11.4			25.4%			18.4			15.4			19.5%			237.8		792.5		(70.0%)		256.2		807.9		(68.3%)
Prior years		(52.2)			(63.6)			(17.9%	)		(137.9)			(111.4)			23.8%			(75.0)		(61.5)		22.0%		(212.8)		(173.0)		23.0%

Total net loss and LAE	$	738.2		$	734.9			0.4%		$	1,408.8		$	1,434.2			(1.8%	)	$	957.7	$	1,491.9		(35.8%)	$	2,366.5	$	2,926.0		(19.1%)

Loss ratio:
Current year (excluding catastrophe losses)		62.7%			63.3%						62.5%			62.4%						64.9%		61.4%				63.3%		62.0%
Current year catastrophe losses		1.2%			0.9%						0.8%			0.6%						19.4%		63.9%				7.0%		21.9%
Prior years		(4.2%	)		(5.1%	)					(5.7%	)		(4.5%	)					(6.1%)		(5.0%)				(5.8%)		(4.7%)

Total net loss and LAE		59.7%			59.1%						57.6%			58.5%						78.2%		120.3%				64.5%		79.2%

The ~~increase~~decreases in net loss and LAE in the ~~second~~third quarter and first nine months of 2018 from the ~~second quarter of~~corresponding 2017 periods primarily ~~reflects an increase~~reflect significantly lower catastrophe losses at our reinsurance ~~segment, due to the impact of an increase in net premiums earned, partially offset by a decrease at our~~and insurance ~~segment. The decrease at our insurance segment is due to~~segments, the impact of the sale of PacificComp ~~partially offset by a decrease~~at our insurance segment and increases in favorable prior accident year loss reserve development, ~~and higher~~partially offset by increases innon-catastrophe losses at our reinsurance

segment. The catastrophe losses ~~incurred at RSUI.~~

~~The decrease in net loss and LAE~~ in the third quarter and first ~~six~~nine months of 2018 ~~from~~include $87.7 million related to Typhoon Jebi, $80.2 million related to Hurricane Florence and $38.5 million related to Typhoon Trami. Catastrophe losses in the third quarter and first ~~six~~nine months of 2017 primarily reflects a decrease at our insurance segment, partially offset by a slight increase at our reinsurance segment. The decrease in our insurance segment primarily reflects the impact of the sale of PacificComp, partially offset by a decrease in favorable prior accident year loss reserve developmentinclude $264.6 million related to Hurricane Harvey, $312.0 million related to Hurricane Irma and ~~higher catastrophe losses incurred at RSUI. The slight increase at our reinsurance segment primarily reflects the~~

~~impact of an increase in net premiums earned, partially offset by an increase in favorable prior accident year loss reserve development.~~

$170.3 million related to Hurricane Maria.

Net loss and LAE in the first ~~six~~nine months of 2017 for the reinsurance segment ~~includes~~include $24.4 million of unfavorable prior accident year loss reserve development related to the U.K. Ministry of Justice’s ~~significant~~ reduction in the discount rate, referred to as the Ogden rate, used to calculatelump-sum bodily injury payouts in personal injury insurance claims in the U.K.

A detailed comparison of net loss and LAE by segment for the ~~second~~third quarter and first ~~six~~nine months of 2018 and 2017 is contained in the following pages.

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
	2018		2017		Change			2018		2017		Change
	($ in millions)
Commissions, brokerage and other underwriting expenses	$	407.7	$	398.2		2.4	%	$	1,216.0	$	1,220.4		(0.4%)

Expense ratio		33.3%		32.1%					33.1%		33.0%

The increase in commissions, brokerage and other underwriting expenses in the third quarter of 2018 from the third quarter of 2017 primarily reflects the impact of significantly lower catastrophe losses on short-term incentive compensation accruals at our reinsurance segment and RSUI and an increase in commissions, brokerage and other underwriting expenses at CapSpecialty due primarily to the impact of higher net premiums earned, partially offset by the impact of the sale of PacificComp. The slight decrease in commissions, brokerage and other underwriting expenses in the first nine months of 2018 from first nine months of 2017 primarily reflects the impact of the sale of PacificComp, partially offset by the impact of lower catastrophe losses on short-term incentive compensation accruals at our reinsurance segment and RSUI, and an increase at CapSpecialty in commissions, brokerage and other underwriting expenses due primarily to the impact of higher net premiums earned.

A detailed comparison of commissions, brokerage and other underwriting expenses by segment for the three and nine months ended September 30, 2018 and 2017 is contained in the following pages.

Underwriting profit.The following table presents our consolidated underwriting profit:

Three Months Ended Six Months Ended
June 30, June 30,
2018 2017   Percent Change   2018 2017
  Percent Change
($ in millions)
Commissions, brokerage and other underwriting expenses
  $     402.1      $     413.7    (2.8% )   $     808.4      $     822.2    (1.7%)
Expense ratio
32.5% 33.3% 33.1% 33.5%

The decreases in commissions, brokerage and other underwriting expenses in the second quarter and first six months of 2018 from the corresponding 2017 periods primarily reflect decreases at our insurance segment due to the impact of the sale of PacificComp, partially offset by increases at CapSpecialty due primarily to the impact of higher net premiums earned.

A detailed comparison of commissions, brokerage and other underwriting expenses by segment for the three and six months ended June 30, 2018 and 2017 is contained in the following pages.

Underwriting profit. The following table presents our consolidated underwriting profit:

Three Months Ended Six Months Ended
June 30, June 30,
2018 2017   Percent Change   2018 2017
  Percent Change
($ in millions)
Underwriting profit
  $     96.7      $     95.3    1.5%   $     227.6      $     196.7    15.7%
Combined ratio
92.2% 92.4% 90.7% 92.0%

The increases in underwriting profit in the second quarter and first six months of 2018 from the corresponding 2017 periods primarily reflect increases at our reinsurance segment, partially offset by decreases at our insurance segment. The increases at our reinsurance segment primarily reflect the impact of increases in net premiums earned and, for the first six months of 2018, an increase in favorable prior accident year loss reserve development, all as discussed above. The decreases at our insurance segment primarily reflect decreases in favorable prior accident year loss reserve development and higher catastrophe losses incurred at RSUI, all as discussed above.

A detailed comparison of underwriting profit by segment for the three and six months ended June 30, 2018 and 2017 is contained in the following pages.

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

Three Months Ended Six Months Ended
June 30, June 30,
2018 2017   Percent Change   2018 2017
  Percent Change
($ in millions)
Net investment income
  $     126.3      $     101.7     24.2%   $     250.4       $     217.2     15.3%
Change in the fair value of equity securities
185.2    -        -       142.6     -        -
Net realized capital gains
6.5    9.3     (30.1% ) 51.0     68.9     (26.0%)
Other than temporary impairment losses
-       (3.8)    (100.0% ) (0.5)    (7.0)    (92.9%)


	Three Months Ended						Nine Months Ended
	September 30,				Percent		September 30,				Percent
	2018		2017		Change		2018		2017		Change
	($ in millions)
Underwriting (loss) profit	$	(140.0)	$	(650.4)		(78.5%)	$	87.7	$	(453.6)		(119.3%)

Combined ratio		111.5%		152.4%				97.6%		112.2%

The significant decrease in underwriting loss in the third quarter of 2018 from the third quarter of 2017, and the underwriting profit in the first nine months of 2018 compared with the underwriting loss in the first nine months of 2017, primarily reflect significantly lower catastrophe losses at our reinsurance and insurance segments and, to a lesser extent, increases in favorable prior accident year loss reserve development, partially offset by increases innon-catastrophe losses at our reinsurance segment, all as discussed above.

A detailed comparison of underwriting profit by segment for the three and nine months ended September 30, 2018 and 2017 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
	2018		2017		Change			2018		2017		Change
	($ in millions)
Net investment income		$ 127.3		$ 104.7		21.6	%		$ 377.7		$ 321.9		17.3%
Change in the fair value of equity securities		370.2		-			-		512.8		-		-
Net realized capital gains		16.2		32.9		(50.8	%)		67.2		101.8		(34.0%)
Other than temporary impairment losses		-		(6.1)		(100.0	%)		(0.5)		(13.1)		(96.2%)

The increases in net investment income in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect increases in partnership income, increases in dividend income resulting from an increase in the size of the equity securities portfolio and, to a lesser extent, higher interest income. The increase in interest income primarily reflects higher yields onshort-term investments and floating-rate debt securities, ~~and higher income from funds withheld,~~ partially offset by the impact of the sale of PacificComp.

~~In addition, net investment income in the second quarter and first six months of 2018 reflects higher partnership income at AIHL. AIHL’s partnership~~Partnership income in the first ~~six~~nine months of 2018 includes a $12.9 million increase in the carrying value of AIHL’s limited partnership interests in certain subsidiaries of Ares Management LLC, or “Ares,” as of March 15, 2018. See Note 3(h) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for additional information.

Partnership income in the ~~second~~third quarter and first ~~six~~nine months of 2017 includes losses incurred on our equity interests in Pillar Capital Holdings Limited, or “Pillar Holdings,” and related funds arising from significant catastrophe losses incurred in August and September 2017. Partnership income in the first nine months of 2017 also includes a $12.6 million charge on our equity investment in Ares, reflecting our share of aone-time payment recorded by Ares related to an acquisition by its affiliated entity. In connection with this acquisition, Ares agreed to make certain transaction support payments to the sellers of the acquired entity.

In the first quarter of 2018, we adopted new investment accounting guidance which required changes in the fair value of equity securities, except those accounted for under the equity method, to be recognized in net earnings. In earlier periods, equity securities were considered to beavailable-for-sale, or “AFS,” and were included in the analysis of OTTI. See Note 1(c) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for additional information regarding our adoption of this new guidance.

The changes in the fair value of equity securities in the ~~second~~third quarter and first ~~six~~nine months of 2018 reflect appreciation in the value of our equity securities portfolio, primarily from our holdings in the technology and industrial sectors. To a lesser extent, the changes in the fair value of equity securities in the third quarter and ~~energy sectors.~~first nine months of 2018 also reflect appreciation in the value of our equity holdings in the healthcare and consumer discretionary sectors, respectively.

The decreases in net realized capital gains in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect a lack of net realized capital gains from equity securities in ~~the~~ 2018 ~~periods resulting from~~as a result of our adoption of the new investment accounting guidance discussed above. The decrease for the first ~~six~~nine months of 2018 was partially offset by a $45.7 million gain on AIHL’s conversion ~~of most~~ of its limited partnership interests in certain subsidiaries of Ares into Ares common units. See Note 3(h) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for additional information on AIHL’s conversion.

The ~~absence of OTTI losses in the second quarter of 2018, compared with OTTI losses in the second quarter of 2017, and the~~ decrease in OTTI losses in the third quarter and first ~~six~~nine months of 2018 from the ~~first six months of~~corresponding 2017 periods primarily ~~reflect~~reflects an absence of impairments from equity securities in ~~the~~ 2018 ~~periods~~ resulting from our adoption of the new investment accounting guidance, as discussed above.

A detailed comparison of investment results for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 is contained in the following pages.

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


	Three Months Ended							Six Months Ended							Three Months Ended						Nine Months Ended
	June 30,							June 30,							September 30,				Percent		September 30,				Percent
	2018		2017		Percent Change			2018		2017		Percent Change			2018		2017		Change		2018		2017		Change
	($ in millions)														($ in millions)
Noninsurance revenue	$	342.7	$	202.8		69.0%		$	594.4	$	354.1		67.9%		$	438.3	$	296.3		47.9%	$	1,032.7	$	650.4		58.8%

Other operating expenses		343.2		225.2		52.4%			608.1		400.3		51.9%			415.3		277.9		49.4%		1,023.5		678.2		50.9%
Corporation administration		14.1		14.4		(2.1%	)		21.9		31.3		(30.0%	)		19.1		(4.7)		(506.4%)		41.0		26.6		54.1%
Amortization of intangible assets		6.0		4.6		30.4%			11.2		8.4		33.3%			5.5		5.7		(3.5%)		16.8		14.2		18.3%
Interest expense		22.3		21.0		6.2%			43.8		41.9		4.5%			22.2		20.8		6.7%		66.0		62.7		5.3%

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 ~~$18.1~~$19.9 million and ~~$23.6~~$5.4 million in the ~~second~~third quarter of 2018 and 2017, respectively, and ~~$32.4~~$52.5 million and ~~$45.0~~$50.4 million in the first ~~six~~nine months of 2018 and 2017, respectively. The ~~decreases~~increases in long-term incentive compensation at our reinsurance and insurance segments in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect the impact of ~~a decline~~significantly lower catastrophe losses on long-term incentive compensation accruals at TransRe and RSUI, partially offset by the impact of declines in unrealized appreciation on our debt securities portfolio in the third quarter and first ~~six~~nine months of 2018 on long-term incentive compensation ~~expense~~ accruals at TransRe and RSUI.

On April 28, 2017, Alleghany Capital acquired approximately 80 percent of the equity in W&W|AFCO Steel. On February 7, 2018, W&W|AFCO Steel acquired the outstanding equity of Hirschfeld Holdings, LP, or “Hirschfeld,” a fabricator of steel bridges and structural steel for stadiums, airports and other large commercial and industrial projects, for $111.3 million.

The increases in noninsurance revenue and other operating expenses in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect the ~~acquisitions~~acquisition of Hirschfeld and, for the first nine months of 2018, the acquisition of W&W|AFCO ~~Steel~~Steel. The increase in other operating expenses in the third quarter of 2018 from the third quarter of 2017 also reflects an increase in long-term incentive compensation at our reinsurance and ~~Hirschfeld.~~insurance segments, as discussed above.

Corporate administration.The ~~decrease~~corporate administration expense in the third quarter of 2018, compared with negative corporate administration expense in the third quarter of 2017, and the increase in corporate administration expense in the ~~second quarter and~~ first ~~six~~nine months of 2018 from the ~~corresponding~~first nine months of 2017, ~~periods~~ primarily ~~reflects a decrease~~reflect increases in Alleghany’s long-term incentive compensation ~~expense~~accruals. Such increases in accruals ~~due to~~primarily reflect the impact of ~~a decline~~significantly lower catastrophe losses and increases in the price per share of our common stock during the 2018 periods, partially offset by the impact of declines in unrealized appreciation on our debt securities portfolio in the third quarter and first ~~six~~nine months of 2018.

Amortization of intangible assets.The ~~increases~~increase in amortization expense in the ~~second quarter and~~ first ~~six~~nine months of 2018 from the ~~corresponding~~first nine months of 2017 ~~periods~~ primarily ~~reflect~~reflects the ~~amortization of net intangible assets related to the acquisition of~~Hirschfeld and W&W|AFCO Steel ~~and, to a lesser extent, Hirschfeld.~~acquisitions.

Interest expense.The increases in interest expense in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect borrowings at W&W|AFCO Steel and Hirschfeld.

A detailed comparison of noninsurance revenues and expenses for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 is contained in the following pages.

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


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,				Percent		September 30,				Percent
	2018		2017		Percent Change		2018		2017		Percent Change		2018		2017		Change		2018		2017		Change
	($ in millions)												($ in millions)
Income taxes	$	73.4	$	37.4		96.3%	$	110.9	$	96.0		15.5%	$	60.4	$	(212.3)		(128.5%)		$ 171.2		$ (116.3)		(247.2%)

Effective tax rate								19.1%		27.6%										18.4%		66.8%

The ~~increases in~~ income taxes in the ~~second~~third quarter and first ~~six~~nine months of 2018, ~~from~~compared with income tax benefits in the corresponding 2017 periods, primarily reflect ~~increases~~the impact of significantly lower taxable catastrophe losses and the taxable income from appreciation in ~~earnings before income taxes, partially offset by lower~~the value of our equity securities portfolio resulting from our adoption of new investment accounting guidance in 2018, all as discussed above. The 66.8 percent effective tax ~~rates.~~rate for the first nine months of 2017 was calculated based on actual results through September 30, 2017 because management was not able to reliably estimate the annual effective tax rate in light of the significant catastrophe losses incurred in the third quarter of 2017. The decrease in the effective tax rate in the first ~~six~~nine months of 2018 from the first ~~six~~nine months of 2017 primarily reflects the decrease in the U.S. corporate federal income tax rate from 35.0 percent to 21.0 percent due to the Tax Cuts and Jobs Act of 2017, or the “Tax Act,” and losses before income taxes in the first nine months of 2017, which magnified the impact of certain tax adjustments, partially offset by new limitations on certain deductions as a result of the Tax Act.

Net earnings.The following table presents our consolidated earnings:

Three Months Ended Six Months Ended
June 30, June 30,
2018 2017   Percent Change   2018 2017   Percent Change
($ in millions)
Earnings before income taxes
  $     371.8     $     140.1   165.4%     $     580.5     $     348.0   66.8%
Net earnings attributable to Alleghany stockholders
295.1   101.8   189.9%   466.7   251.0   85.9%


	Three Months Ended						Nine Months Ended
	September 30,				Percent		September 30,				Percent
	2018		2017		Change		2018		2017		Change
	($ in millions)
Earnings (losses) before income taxes		$ 349.9		$ (522.3)		(167.0%)		$ 930.3		$ (174.3)		(633.7%)
Net earnings (losses) attributable to Alleghany stockholders		284.9		(314.2)		(190.7%)		751.6		(63.2)		(1,289.2%)

The ~~increases in~~ earnings before income taxes and net earnings attributable to Alleghany stockholders in the ~~second~~third quarter and first ~~six~~nine months of 2018, ~~from~~compared with the losses before income taxes and net losses attributable to Alleghany stockholders in the corresponding 2017 periods, primarily reflect significantly lower catastrophe losses and appreciation in the value of our equity securities portfolio resulting from our adoption of new investment accounting guidance in 2018, and, to a lesser extent, increases in net investment income, all as discussed above. In addition, the increase in earnings before income taxes in the first six months of 2018 from the first six months of 2017 also reflects an increase in underwriting profit, partially offset by a decrease in net realized capital gains, all as discussed above.

The increases in net earnings attributable to Alleghany stockholders in the second quarter and first six months of 2018 from the corresponding 2017 periods primarily reflect increases in earnings before income taxes and lower effective income tax rates, all as discussed above.

Reinsurance Segment Underwriting Results

The reinsurance segment is comprised of TransRe’s property and casualty & other lines of business. TransRe also 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 2017Form 10-K.

The underwriting results of the reinsurance segment are presented below.


Three Months Ended June 30, 2018	Property			Casualty & Other⁽¹⁾			Total
Three Months Ended September 30, 2018										Property		Casualty & Other⁽¹⁾		Total
	($ in millions)									($ in millions)
Gross premiums written	$	345.1		$	726.6		$	1,071.7			$ 451.4		$ 685.9		$ 1,137.3
Net premiums written		275.9			700.7			976.6			331.1		654.1		985.2

Net premiums earned		292.1			689.2			981.3			326.5		635.0		961.5

Net loss and LAE:
Current year (excluding catastrophe losses)		167.2			477.0			644.2			194.6		460.1		654.7
Current year catastrophe losses		-			-			-			195.8		-		195.8
Prior years		(13.7	)		(37.0	)		(50.7	)		(2.8)		(38.7)		(41.5)

Total net loss and LAE		153.5			440.0			593.5			387.6		421.4		809.0
Commissions, brokerage and other underwriting expenses		94.8			223.2			318.0			113.3		211.6		324.9

Underwriting profit⁽²⁾	$	43.8		$	26.0		$	69.8
Underwriting (loss) profit⁽²⁾											$ (174.4)		$ 2.0		$ (172.4)


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		57.2	%		69.2	%		65.6	%		59.6%		72.5%		68.1%
Current year catastrophe losses		-	%		-	%		-	%		60.0%		- %		20.4%
Prior years		(4.7	%)		(5.4	%)		(5.2	%)		(0.9%)		(6.1%)		(4.4%)

Total net loss and LAE		52.5	%		63.8	%		60.4	%		118.7%		66.4%		84.1%
Expense ratio⁽⁴⁾		32.5	%		32.4	%		32.4	%		34.7%		33.3%		33.8%

Combined ratio⁽⁵⁾		85.0	%		96.2	%		92.8	%		153.4%		99.7%		117.9%


Three Months Ended June 30, 2017	Property			Casualty & Other⁽¹⁾			Total
	($ in millions)
Gross premiums written	$	369.1		$	676.3		$	1,045.4
Net premiums written		317.2			661.6			978.8

Net premiums earned		270.5			686.9			957.4

Net loss and LAE:
Current year (excluding catastrophe losses)		145.8			479.8			625.6
Current year catastrophe losses		-			-			-
Prior years		(22.9	)		(29.7	)		(52.6	)

Total net loss and LAE		122.9			450.1			573.0
Commissions, brokerage and other underwriting expenses		87.9			234.3			322.2

Underwriting profit⁽²⁾	$	59.7		$	2.5		$	62.2


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		53.9%			69.9%			65.4	%
Current year catastrophe losses		- %			- %			-	%
Prior years		(8.5%	)		(4.3%	)		(5.5	%)

Total net loss and LAE		45.4%			65.6%			59.9	%
Expense ratio⁽⁴⁾		32.5%			34.1%			33.6	%

Combined ratio⁽⁵⁾		77.9%			99.7%			93.5	%

Six Months Ended June 30, 2018
Property Casualty &
Other⁽¹⁾ Total
($ in millions)
Gross premiums written
  $ 742.3   $ 1,445.0   $ 2,187.3
Net premiums written
581.0 1,392.7 1,973.7
Net premiums earned
567.2 1,374.3 1,941.5

Net loss and LAE:

Current year (excluding catastrophe losses)
305.2 950.0 1,255.2
Current year catastrophe losses
-    -    -
Prior years
(55.1 ) (67.2 ) (122.3 )

  Total net loss and LAE
250.1 882.8 1,132.9
Commissions, brokerage and other underwriting expenses
187.9 452.1 640.0

Underwriting profit⁽²⁾
  $ 129.2   $ 39.4   $ 168.6

Loss ratio⁽³⁾:

Current year (excluding catastrophe losses)
53.8 % 69.1 % 64.7 %
Current year catastrophe losses
-    % -    % -��   %
Prior years
(9.7 %) (4.9 %) (6.3 %)

  Total net loss and LAE
44.1 % 64.2 % 58.4 %
Expense ratio⁽⁴⁾
33.1 % 32.9 % 33.0 %

Combined ratio⁽⁵⁾
77.2 % 97.1 % 91.4 %

Six Months Ended June 30, 2017
Property Casualty &
Other⁽¹⁾ Total
($ in millions)
Gross premiums written
  $     744.5   $     1,356.6   $     2,101.1
Net premiums written
602.4 1,325.8 1,928.2
Net premiums earned
557.3 1,326.2 1,883.5

Net loss and LAE:

Current year (excluding catastrophe losses)
299.1 921.9 1,221.0
Current year catastrophe losses
-    -    -
Prior years
(54.4 ) (36.5 ) (90.9 )

  Total net loss and LAE
244.7 885.4 1,130.1
Commissions, brokerage and other underwriting expenses
178.7 459.0 637.7

Underwriting profit (loss)⁽²⁾
  $ 133.9   $ (18.2 )   $ 115.7

Loss ratio⁽³⁾:

Current year (excluding catastrophe losses)
53.7 % 69.5 % 64.8 %
Current year catastrophe losses
-    % -    % -    %
Prior years
(9.8 %) (2.8 %) (4.8 %)

  Total net loss and LAE
43.9 % 66.7 % 60.0 %
Expense ratio⁽⁴⁾
32.1 % 34.6 % 33.9 %

Combined ratio⁽⁵⁾
76.0 % 101.3 % 93.9 %


Three Months Ended September 30, 2017	Property			Casualty & Other⁽¹⁾			Total
	($ in millions)
Gross premiums written	$	445.5		$	681.1		$	1,126.6
Net premiums written		329.0			649.5			978.5

Net premiums earned		310.8			642.4			953.2

Net loss and LAE:
Current year (excluding catastrophe losses)		162.0			431.0			593.0
Current year catastrophe losses		506.0			70.0			576.0
Prior years		(8.1	)		(41.7	)		(49.8	)

Total net loss and LAE		659.9			459.3			1,119.2
Commissions, brokerage and other underwriting expenses		105.2			203.7			308.9

Underwriting (loss)⁽²⁾	$	(454.3	)	$	(20.6	)	$	(474.9	)


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		52.1	%		67.1	%		62.3	%
Current year catastrophe losses		162.8	%		10.9	%		60.4	%
Prior years		(2.6	%)		(6.5	%)		(5.2	%)

Total net loss and LAE		212.3	%		71.5	%		117.5	%
Expense ratio⁽⁴⁾		33.8	%		31.7	%		32.3	%

Combined ratio⁽⁵⁾		246.1	%		103.2	%		149.8	%


Nine Months Ended September 30, 2018	Property			Casualty & Other⁽¹⁾			Total
	($ in millions)
Gross premiums written	$	1,193.7		$	2,130.9		$	3,324.6
Net premiums written		912.1			2,046.8			2,958.9

Net premiums earned		893.7			2,009.3			2,903.0

Net loss and LAE:
Current year (excluding catastrophe losses)		499.7			1,410.2			1,909.9
Current year catastrophe losses		195.8			-			195.8
Prior years		(57.8	)		(105.9	)		(163.7	)

Total net loss and LAE		637.7			1,304.3			1,942.0
Commissions, brokerage and other underwriting expenses		301.2			663.6			964.8

Underwriting (loss) profit⁽²⁾	$	(45.2	)	$	41.4		$	(3.8	)


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		55.9	%		70.2	%		65.8	%
Current year catastrophe losses		21.9	%		-	%		6.7	%
Prior years		(6.5	%)		(5.3	%)		(5.6	%)

Total net loss and LAE		71.3	%		64.9	%		66.9	%
Expense ratio⁽⁴⁾		33.7	%		33.0	%		33.2	%

Combined ratio⁽⁵⁾		105.0	%		97.9	%		100.1	%


Nine Months Ended September 30, 2017	Property			Casualty & Other⁽¹⁾			Total
	($ in millions)
Gross premiums written	$	1,190.0		$	2,037.7		$	3,227.7
Net premiums written		931.4			1,975.3			2,906.7

Net premiums earned		868.1			1,968.7			2,836.8

Net loss and LAE:
Current year (excluding catastrophe losses)		461.2			1,352.9			1,814.1
Current year catastrophe losses		506.0			70.0			576.0
Prior years		(62.6	)		(78.2	)		(140.8	)

Total net loss and LAE		904.6			1,344.7			2,249.3
Commissions, brokerage and other underwriting expenses		283.7			662.9			946.6

Underwriting (loss)⁽²⁾	$	(320.2	)	$	(38.9	)	$	(359.1	)


Loss ratio⁽³⁾:
Current year (excluding catastrophe losses)		53.1	%		68.7	%		63.9	%
Current year catastrophe losses		58.3	%		3.6	%		20.3	%
Prior years		(7.2	%)		(4.0	%)		(5.0	%)

Total net loss and LAE		104.2	%		68.3	%		79.2	%

Expense ratio⁽⁴⁾		32.7	%		33.7	%		33.4	%

Combined ratio⁽⁵⁾		136.9	%		102.0	%		112.6	%

(1)	Primarily consists of the following assumed 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; surety; and credit.

(2)

(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)

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


													Three Months Ended						Nine Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,						September 30,				Percent		September 30,				Percent
	2018		2017		Percent Change		2018		2017		Percent Change		2018		2017		Change		2018		2017		Change
	($ in millions)												($ in millions)
Property
Premiums written:
Gross premiums written	$	345.1	$	369.1		(6.5%)	$	742.3	$	744.5		(0.3%)	$	451.4	$	445.5		1.3%	$	1,193.7	$	1,190.0		0.3%
Net premiums written		275.9		317.2		(13.0%)		581.0		602.4		(3.6%)		331.1		329.0		0.6%		912.1		931.4		(2.1%)

Net premiums earned		292.1		270.5		8.0%		567.2		557.3		1.8%		326.5		310.8		5.1%		893.7		868.1		2.9%

Casualty & other
Premiums written:
Gross premiums written	$	726.6	$	676.3		7.4%	$	1,445.0	$	1,356.6		6.5%	$	685.9	$	681.1		0.7%	$	2,130.9	$	2,037.7		4.6%
Net premiums written		700.7		661.6		5.9%		1,392.7		1,325.8		5.0%		654.1		649.5		0.7%		2,046.8		1,975.3		3.6%

Net premiums earned		689.2		686.9		0.3%		1,374.3		1,326.2		3.6%		635.0		642.4		(1.2%)		2,009.3		1,968.7		2.1%

Total
Premiums written:
Gross premiums written	$	1,071.7	$	1,045.4		2.5%	$	2,187.3	$	2,101.1		4.1%	$	1,137.3	$	1,126.6		0.9%	$	3,324.6	$	3,227.7		3.0%
Net premiums written		976.6		978.8		(0.2%)		1,973.7		1,928.2		2.4%		985.2		978.5		0.7%		2,958.9		2,906.7		1.8%

Net premiums earned		981.3		957.4		2.5%		1,941.5		1,883.5		3.1%		961.5		953.2		0.9%		2,903.0		2,836.8		2.3%

Property.The ~~decreases~~increase in gross premiums written in the ~~second~~third quarter ~~and first six months~~ of 2018 from the ~~corresponding~~third quarter of 2017 ~~periods~~ primarily ~~reflect a decline in~~reflects higher property-related premiums written related to the Quota Share Treaty, partially offset by the impact of changes in foreign currency exchange rates and ~~for~~lower reinstatement premiums written due to significantly lower catastrophe losses in the third quarter of 2018. The increase in gross premiums written in the first ~~six~~nine months of 2018 ~~an increase~~from the first nine months of 2017 primarily reflects increases in premiums written by the ~~U.S.~~Asia-Pacific operations ~~(excluding~~and the impact of changes in foreign currency exchange rates, partially offset by a decline in property-related premiums written related to the Quota Share ~~Treaty).~~Treaty and lower reinstatement premiums written due to significantly lower catastrophe losses in the first nine months of 2018. Gross premiums written related to the Quota Share Treaty were ~~$41.3~~$113.4 million and ~~$62.9~~$92.5 million in the ~~second~~third quarter of 2018 and 2017, respectively, and ~~$110.6~~$224.0 million and ~~$170.7~~$263.2 million in the first six months of 2018 and 2017, respectively. Excluding the impact of changes in foreign currency exchange rates, gross premiums written decreased 7.0 percent and 1.8 percent, respectively, in the second quarter and first six months of 2018 from the corresponding 2017 periods.

The increases in net premiums earned in the second quarter and first six months of 2018 from the corresponding 2017 periods primarily reflect the impact of changes in foreign currency exchange rates and an increase in gross premiums written in recent quarters, partially offset by higher ceded premiums earned due to an increase in retrocessional coverage purchased. Excluding the impact of changes in foreign currency exchange rates, net premiums earned increased 7.4 percent in the second quarter of 2018 and net premiums earned in the first six months of 2018 approximated net premiums earned in the first six months of 2017.

~~Casualty~~ ~~& other.~~ The increases in gross premiums written in the second quarter and first six months of 2018 from the corresponding 2017 periods primarily reflect increases in premiums written by the European and Asia-Pacific operations, increases in casualty-related premiums written related to the Quota Share Treaty and the impact of changes in foreign currency exchange rates. Gross premiums written related to the Quota Share Treaty were $146.4 million and $121.0 million in the second quarter of 2018 and 2017, respectively, and $261.1 million and $203.4 million in the first sixnine months of 2018 and 2017, respectively. Excluding the impact of changes in foreign currency exchange rates, gross premiums written increased ~~6.9~~2.7 percent and ~~5.1~~decreased 0.1 percent, respectively, in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods.

The increase in net premiums earned in the third quarter of 2018 from the third quarter of 2017 primarily reflects an increase in gross premiums written in recent quarters, partially offset by lower reinstatement premiums written due to significantly lower catastrophe losses in the third quarter of 2018 and the impact of changes in foreign currency exchange rates. The increase in net premiums earned in the first ~~six~~nine months of 2018 from the first ~~six~~nine months of 2017 primarily reflects an increase in gross premiums written in recent quarters and the impact of changes in foreign currency exchange rates, partially offset by higher ceded premiums earned due to an increase in retrocessional coverage ~~purchased.~~purchased and lower reinstatement premiums written due to significantly lower catastrophe losses in the first nine months of 2018. Reinstatement premiums earned on 2018 catastrophe losses in the third quarter and first nine months of 2018 were $10.8 million, compared with $32.1 million on 2017 catastrophe losses in the third quarter and first nine months of 2017. Excluding the impact of changes in foreign currency exchange rates, net premiums earned increased 6.5 percent and 2.3 percent, respectively, in the third quarter and first nine months of 2018 from the corresponding 2017 periods.

Casualty & other.The increase in gross premiums written in the third quarter of 2018 from the third quarter of 2017 primarily reflects increases in premiums written by the Asia-Pacific operations and the impact of the Renewal Rights Purchase, partially offset by lower casualty-related premiums written related to the Quota Share Treaty, the impact of changes in foreign currency exchange rates and lower reinstatement premiums written due to significantly lower catastrophe losses in the third quarter of 2018. The increase in gross premiums written in the first ~~six~~nine months of 2018 from the first ~~six~~nine months of 2017 primarily reflects increases in premiums written by the European and Asia-Pacific operations, higher casualty-related premiums written related to the Quota Share Treaty, the impact of the Renewal Rights Purchase and the impact of changes in foreign currency exchange rates, partially offset by reinstatement premiums written from catastrophe losses in the third quarter of 2017. Gross premiums written related to the Quota Share Treaty were $93.8 million and $113.3 million in the third quarter of 2018 and 2017, respectively, and $354.9 million and $316.7 million in the first nine months of 2018 and 2017, respectively. Excluding the impact of changes in foreign currency exchange rates, gross premiums written increased 1.6 percent and 3.9 percent, respectively, in the third quarter and first nine months of 2018 from the corresponding 2017 periods.

The decrease in net premiums earned in the third quarter of 2018 from the third quarter of 2017 primarily reflects the impact of changes in foreign currency exchange rates and reinstatement premiums earned from catastrophe losses in the third quarter of 2017, partially offset by an increase in gross premiums written in recent quarters. The increase in net premiums earned in the first nine months of 2018 from the first nine months of 2017 primarily reflects an increase in gross premiums written in recent quarters and the impact of changes in foreign currency exchange rates, partially offset by reinstatement premiums earned from catastrophe losses in the first nine months of 2017. Excluding the impact of changes in foreign currency exchange rates, net premiums earned decreased 0.2 percent in the third quarter of 2018 from the third quarter of 2017, and increased 1.5 percent in the first nine months of 2018 from the first nine months of 2017.

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


	Three Months Ended									Six Months Ended									Three Months Ended									Nine Months Ended
	June 30,									June 30,									September 30,						Percent			September 30,						Percent
	2018			2017			Percent Change			2018			2017			Percent Change			2018			2017			Change			2018			2017			Change
	($ in millions)																		($ in millions)
Property
Net loss and LAE:
Current year (excluding catastrophe losses)	$	167.2		$	145.8			14.7	%	$	305.2		$	299.1			2.0	%	$	194.6		$	162.0			20.1	%	$	499.7		$	461.2			8.3	%
Current year catastrophe losses		-			-			-			-			-			-			195.8			506.0			(61.3	%)		195.8			506.0			(61.3	%)
Prior years		(13.7	)		(22.9	)		(40.2	%)		(55.1	)		(54.4	)		1.3	%		(2.8	)		(8.1	)		(65.4	%)		(57.8	)		(62.6	)		(7.7	%)

Total net loss and LAE	$	153.5		$	122.9			24.9	%	$	250.1		$	244.7			2.2	%	$	387.6		$	659.9			(41.3	%)	$	637.7		$	904.6			(29.5	%)


Loss ratio:
Current year (excluding catastrophe losses)		57.2	%		53.9	%					53.8	%		53.7	%					59.6	%		52.1	%					55.9	%		53.1	%
Current year catastrophe losses		-	%		-	%					-	%		-	%					60.0	%		162.8	%					21.9	%		58.3	%
Prior years		(4.7	%)		(8.5	%)					(9.7	%)		(9.8	%)					(0.9	%)		(2.6	%)					(6.5	%)		(7.2	%)

Total net loss and LAE		52.5	%		45.4	%					44.1	%		43.9	%					118.7	%		212.3	%					71.3	%		104.2	%


Casualty & other
Net loss and LAE:
Current year (excluding catastrophe losses)	$	477.0		$	479.8			(0.6	%)	$	950.0		$	921.9			3.0	%	$	460.1		$	431.0			6.8	%	$	1,410.2		$	1,352.9			4.2	%
Current year catastrophe losses		-			-			-			-			-			-			-			70.0			(100.0	%)		-			70.0			(100.0	%)
Prior years		(37.0	)		(29.7	)		24.6	%		(67.2	)		(36.5	)		84.1	%		(38.7	)		(41.7	)		(7.2	%)		(105.9	)		(78.2	)		35.4	%

Total net loss and LAE	$	440.0		$	450.1			(2.2	%)	$	882.8		$	885.4			(0.3	%)	$	421.4		$	459.3			(8.3	%)	$	1,304.3		$	1,344.7			(3.0	%)


Loss ratio:
Current year (excluding catastrophe losses)		69.2	%		69.9	%					69.1	%		69.5	%					72.5	%		67.1	%					70.2	%		68.7	%
Current year catastrophe losses		-	%		-	%					-	%		-	%					-	%		10.9	%					-	%		3.6	%
Prior years		(5.4	%)		(4.3	%)					(4.9	%)		(2.8	%)					(6.1	%)		(6.5	%)					(5.3	%)		(4.0	%)

Total net loss and LAE		63.8	%		65.6	%					64.2	%		66.7	%					66.4	%		71.5	%					64.9	%		68.3	%


Total
Net loss and LAE:
Current year (excluding catastrophe losses)	$	644.2		$	625.6			3.0	%	$	1,255.2		$	1,221.0			2.8	%	$	654.7		$	593.0			10.4	%	$	1,909.9		$	1,814.1			5.3	%
Current year catastrophe losses		-			-			-			-			-			-			195.8			576.0			(66.0	%)		195.8			576.0			(66.0	%)
Prior years		(50.7	)		(52.6	)		(3.6	%)		(122.3	)		(90.9	)		34.5	%		(41.5	)		(49.8	)		(16.7	%)		(163.7	)		(140.8	)		16.3	%

Total net loss and LAE	$	593.5		$	573.0			3.6	%	$	1,132.9		$	1,130.1			0.2	%	$	809.0		$	1,119.2			(27.7	%)	$	1,942.0		$	2,249.3			(13.7	%)


Loss ratio:
Current year (excluding catastrophe losses)		65.6	%		65.4	%					64.7	%		64.8	%					68.1	%		62.3	%					65.8	%		63.9	%
Current year catastrophe losses		-	%		-	%					-	%		-	%					20.4	%		60.4	%					6.7	%		20.3	%
Prior years		(5.2	%)		(5.5	%)					(6.3	%)		(4.8	%)					(4.4	%)		(5.2	%)					(5.6	%)		(5.0	%)

Total net loss and LAE		60.4	%		59.9	%					58.4	%		60.0	%					84.1	%		117.5	%					66.9	%		79.2	%

Property.The ~~increase~~decreases in net loss and LAE in the ~~second~~third quarter ~~of 2018 from the second quarter of 2017 primarily reflects a decrease in favorable prior accident year loss reserve development, the impact of higher net premiums earned~~ and ~~highernon-catastrophe~~ ~~losses. The increase in net loss and LAE in the~~ first ~~six~~nine months of 2018 from the ~~first six months of~~corresponding 2017 periods primarily ~~reflects the impact of~~reflect significantly lower catastrophe losses, partially offset by higher ~~net premiums earned. There were no~~non-catastrophe losses. The catastrophe losses in the ~~second~~third quarter ~~or the~~and first ~~six~~nine months of 2018 include $87.7 million related to Typhoon Jebi, $46.2 million related to Hurricane Florence, $38.5 million related to Typhoon Trami and $23.4 million from several severe weather events in East Asia. Catastrophe losses in the third quarter and first nine months of 2017 include $160.7 million related to Hurricane Harvey in August 2017, $175.0 million related to Hurricane Irma in September 2017, $142.4 million related to Hurricane Maria in September 2017 and $27.9 million related to earthquakes in Mexico in September 2017.

Net loss and LAE in the ~~second~~third quarter and first ~~six~~nine months of 2018 and 2017 include (favorable) unfavorable prior accident year loss reserve development as presented in the table ~~below:~~below.


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2018			2017			2018			2017
	($ in millions)												($ in millions)
Catastrophe events	$	5.1⁽	¹⁾	$	(4.0)	⁽²⁾	$	(25.3)	⁽³⁾	$	(4.4)	⁽²⁾	$	9.6⁽	¹⁾	$	(7.8)	⁽²⁾	$	(15.6)	⁽³⁾	$	(12.2)	⁽²⁾

Non-catastrophe		(18.8)	⁽⁴⁾		(18.9)	⁽⁵⁾		(29.8)	⁽⁴⁾		(50.0)	⁽⁵⁾		(12.4)	⁽⁴⁾		(0.3)			(42.2)	⁽⁴⁾		(50.4)	⁽⁵⁾


Total	$	(13.7)		$	(22.9)		$	(55.1)		$	(54.4)		$	(2.8)		$	(8.1)		$	(57.8)		$	(62.6)

(1)

Primarily reflects unfavorable prior accident year loss reserve development related to ~~Hurricane~~Hurricanes Maria ~~that occurred~~and Irma in the 2017 accident ~~year, partially offset by favorable prior accident year loss reserve development related to Hurricane Harvey that occurred in the 2017 accident year and catastrophes that occurred in the 2016 accident~~ year.

(2)	Primarily reflects favorable prior accident year loss reserve development related to several catastrophes ~~that occurred~~ in the 2010 through 2016 accident years.

(3)

Primarily reflects favorable prior accident year loss reserve development related to ~~Hurricanes~~Hurricane Harvey ~~and Maria that occurred~~ in the 2017 accident year and catastrophes ~~that occurred~~ in the 2016 accident year, partially offset by unfavorable prior accident year loss reserve development related to Hurricanes Maria and Irma in the 2017 accident year.

(4)	Primarily reflects favorable prior accident year loss reserve development in the ~~2016 and~~ 2017 accident ~~years.~~year.

(5)	Primarily reflects favorable prior accident year loss reserve development in the 2013 through 2016 accident years.

The favorable prior accident year loss reserve development in the ~~second~~third quarter and first ~~six~~nine months of 2018 and 2017 reflects favorable loss emergence compared with loss emergence patterns assumed in earlier periods. The favorable prior accident year loss reserve development in the ~~second~~third quarter and first ~~six~~nine months of 2018 did not impact assumptions used in estimating TransRe’s loss and LAE liabilities for business earned in the first ~~six~~nine months of 2018.

Casualty & other.The ~~decrease~~decreases in net loss and LAE in the ~~second~~third quarter ~~of 2018 from the second quarter of 2017 primarily reflects an increase in favorable prior accident year loss reserve development. The slight decrease in net loss~~ and ~~LAE in the~~ first ~~six~~nine months of 2018 from the ~~first six months~~corresponding 2017 periods primarily reflect an absence of ~~2017 primarily reflects an increase in~~catastrophe losses and, for the nine month period only, higher favorable prior accident year loss reserve development, ~~largely~~partially offset by highernon-catastrophe losses. Catastrophe losses in the ~~impact~~third quarter and first nine months of ~~higher net premiums earned.~~2017 relate primarily to the marine lines of business, and include $20.3 million related to Hurricane Harvey in August 2017, $33.3 million related to Hurricane Irma in September 2017, $13.6 million related to Hurricane Maria in September 2017 and $2.8 million related to earthquakes in Mexico in September 2017.


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2018			2017			2018			2017
	($ in millions)												($ in millions)
Malpractice Treaties⁽¹⁾	$	(3.4)		$	(2.0)		$	(3.4)		$	(2.0)		$	-		$	-		$	(3.4)		$	(2.0)

Ogden rate impact⁽²⁾		-			-			-			24.4			-			-			-			24.4

Other		(33.6)	⁽³⁾		(27.7)	⁽⁴⁾		(63.8)	⁽⁵⁾		(58.9)	⁽⁴⁾		(38.7)	⁽³⁾		(41.7)	⁽⁴⁾		(102.5)	⁽⁵⁾		(100.6)	⁽⁶⁾


Total	$	(37.0)		$	(29.7)		$	(67.2)		$	(36.5)		$	(38.7)		$	(41.7)		$	(105.9)		$	(78.2)

(1)

(2)

Represents unfavorable prior accident year loss reserve development related to the U.K. Ministry of Justice’s significant reduction in the discount rate, referred to as the Ogden rate, used to calculatelump-sum bodily injury payouts in personal injury insurance claims in the U.K to negative 0.75 percent as of March 20, 2017 from 2.50 percent.

(3)	Primarily reflects favorable prior accident year loss reserve development in the shorter-tailed casualty lines of business in the 2015 and 2017 accident years and the longer-tailed lines of business in the 2008 through 2010 accident years.

~~(4)~~

(4)

(5)

Primarily reflects favorable prior accident year loss reserve development in the shorter-tailed casualty lines of business in the 2016 and 2017 accident years and in the longer-tailed casualty lines of business in the ~~2008~~2010 and earlier accident years, partially offset by unfavorable prior accident year loss reserve development in the longer-tailed casualty lines of business in the 2014 accident year.

(6)

Primarily reflects favorable prior accident year loss reserve development in longer-tailed U.S. professional liability lines of business in the 2005 through ~~2010~~2014 accident ~~years.~~years, partially offset by unfavorable prior accident year loss reserve development in shorter-tailed casualty lines of business in the 2015 accident year in the U.S. and the U.K.

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 June 30,						Six Months Ended June 30,						Three Months Ended September 30,				Percent		Nine Months Ended September 30,				Percent
	2018		2017		Percent Change		2018		2017		Percent Change		2018		2017		Change		2018		2017		Change
	($ in millions)												($ in millions)
Property
Commissions, brokerage and other underwriting expenses	$	94.8	$	87.9		7.8%	$	187.9	$	178.7		5.1%	$	113.3	$	105.2		7.7%	$	301.2	$	283.7		6.2%

Expense ratio		32.5%		32.5%				33.1%		32.1%				34.7%		33.8%				33.7%		32.7%

Casualty & other
Commissions, brokerage and other underwriting expenses	$	223.2	$	234.3		(4.7%)	$	452.1	$	459.0		(1.5%)	$	211.6	$	203.7		3.9%	$	663.6	$	662.9		0.1%

Expense ratio		32.4%		34.1%				32.9%		34.6%				33.3%		31.7%				33.0%		33.7%

Total
Commissions, brokerage and other underwriting expenses	$	318.0	$	322.2		(1.3%)	$	640.0	$	637.7		0.4%	$	324.9	$	308.9		5.2%	$	964.8	$	946.6		1.9%

Expense ratio		32.4%		33.6%				33.0%		33.9%				33.8%		32.3%				33.2%		33.4%

Property.The increases in commissions, brokerage and other underwriting expenses in the third quarter and first nine months of 2018 from the corresponding 2017 periods primarily reflect higher short-term incentive compensation expense accruals arising from significantly lower catastrophe losses in the third quarter of 2018, the impact of higher net premiums earned and, for the nine month period only, higher commission rates.

Casualty & other.The increase in commissions, brokerage and other underwriting expenses in the ~~second~~third quarter of 2018 from the ~~second~~third quarter of 2017 primarily reflects higher short-term incentive compensation expense accruals arising from the ~~impact~~absence of ~~higher net premiums earned. The increase in commissions, brokerage and other underwriting expenses~~catastrophe losses in the ~~first six months of 2018 from the first six months of 2017 primarily reflects an increase in commission rates and the impact of higher net premiums earned.~~

~~Casualty~~ ~~& other.~~ ~~The decrease in commissions, brokerage and other underwriting expenses in the second~~third quarter of 2018 ~~from~~and, for the ~~second~~third quarter of 2017 primarily reflects a decrease in commission rates. The decrease in commissions, brokerage and other underwriting expenses in the first six months of 2018 from the first six months of 2017 primarily reflects a decrease inperiod only, higher commission rates, partially offset by the impact of ~~higher~~lower net premiums earned.

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


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,				Percent		Nine Months Ended September 30,				Percent
	2018		2017		Percent Change		2018		2017		Percent Change		2018		2017		Change		2018		2017		Change
	($ in millions)												($ in millions)
Property
Underwriting profit	$	43.8	$	59.7		(26.6%)	$	129.2	$	133.9		(3.5%)
Underwriting (loss)													$	(174.4)	$	(454.3)		(61.6%)	$	(45.2)	$	(320.2)		(85.9%)

Combined ratio		85.0%		77.9%				77.2%		76.0%				153.4%		246.1%				105.0%		136.9%

Casualty & other
Underwriting profit (loss)	$	26.0	$	2.5		940.0%	$	39.4	$	(18.2)		(316.5%)	$	2.0	$	(20.6)		(109.7%)	$	41.4	$	(38.9)		(206.4%)

Combined ratio		96.2%		99.7%				97.1%		101.3%				99.7%		103.2%				97.9%		102.0%

Total
Underwriting profit	$	69.8	$	62.2		12.2%	$	168.6	$	115.7		45.7%
Underwriting (loss)													$	(172.4)	$	(474.9)		(63.7%)	$	(3.8)	$	(359.1)		(98.9%)

Combined ratio		92.8%		93.5%				91.4%		93.9%				117.9%		149.8%				100.1%		112.6%

Property.The ~~decrease~~decreases in underwriting loss in the third quarter and first nine months of 2018 from the corresponding 2017 periods primarily reflect significantly lower catastrophe losses, partially offset by increases innon-catastrophe losses, all as discussed above.

Casualty & other.The underwriting profit in the ~~second~~third quarter and first nine months of 2018 compared with the underwriting loss from the ~~second quarter of~~corresponding 2017 periods primarily reflects ~~a decrease in~~the absence of catastrophe losses and, for the nine month period only, higher favorable prior accident year loss reserve development, ~~and highernon-catastrophe~~ ~~losses, partially offset by the impact of~~

higher net premiums earned, all as discussed above. The decrease in underwriting profit in the first six months of 2018 from the first six months of 2017 primarily reflects an increase in commission rates, as discussed above.

~~Casualty~~ ~~& other.~~ The increase in underwriting profit in the second quarter of 2018 from the second quarter of 2017, and the underwriting profit in the first six months of 2018 compared with an underwriting loss in the first six months of 2017, primarily reflect increases in favorable prior accident year loss reserve development, decreases in commission rates and the impact of higher net premiums earned, all as discussed above.

Insurance Segment Underwriting Results

The insurance segment is comprised of AIHL’s RSUI, CapSpecialty and PacificComp (prior to its sale on December 31, 2017) 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 2017 Form10-K.

The underwriting results of the insurance segment are presented below.

Three Months Ended June 30, 2018
      RSUI       CapSpecialty       Total
($ in millions)
Gross premiums written
  $     318.8     $     88.7        $     407.5
Net premiums written
216.9     82.3      299.2
Net premiums earned
184.7     71.0      255.7

Net loss and LAE:

Current year (excluding catastrophe losses)
93.4     38.5      131.9
Current year catastrophe losses
13.7     0.6      14.3
Prior years
(1.4)    (0.1)     (1.5)

Total net loss and LAE
105.7     39.0      144.7
Commissions, brokerage and other underwriting expenses
53.7     30.4      84.1

Underwriting profit⁽¹⁾
  $ 25.3     $ 1.6        $ 26.9

Loss ratio⁽²⁾:

Current year (excluding catastrophe losses)
50.6% 54.2%   51.6%
Current year catastrophe losses
7.4% 0.8%   5.6%
Prior years
(0.8%) (0.1%) (0.6%)

Total net loss and LAE
57.2% 54.9%   56.6%
Expense ratio⁽³⁾
29.1% 42.8%   32.9%

Combined ratio⁽⁴⁾
86.3% 97.7%   89.5%

Three Months Ended June 30, 2017
      RSUI       CapSpecialty PacificComp       Total
($ in millions)
Gross premiums written
  $     295.1       $     73.3       $     41.9       $     410.3
Net premiums written
204.6     68.4     41.3     314.3
Net premiums earned
178.5     64.1     43.9     286.5

Net loss and LAE:

Current year (excluding catastrophe losses)
94.5     34.0     33.0     161.5
Current year catastrophe losses
9.6     1.8     -         11.4
Prior years
(10.3)    (0.2)    (0.5)    (11.0)

  Total net loss and LAE
93.8     35.6     32.5     161.9
Commissions, brokerage and other underwriting expenses
53.0     27.2     11.3     91.5

Underwriting profit⁽¹⁾
  $ 31.7       $ 1.3       $ 0.1       $ 33.1

Loss ratio⁽²⁾:

Current year (excluding catastrophe losses)
52.9% 53.0% 75.2% 56.3%
Current year catastrophe losses
5.4% 2.8% -    % 4.0%
Prior years
(5.8%) (0.3%) (1.1%) (3.8%)

  Total net loss and LAE
52.5% 55.5% 74.1% 56.5%
Expense ratio⁽³⁾
29.7% 42.5% 25.7% 31.9%

Combined ratio⁽⁴⁾
82.2% 98.0% 99.8% 88.4%

Six Months Ended June 30, 2018
      RSUI       CapSpecialty       Total
($ in millions)
Gross premiums written
  $     593.4       $     163.2       $     756.6
Net premiums written
403.8     151.7     555.5
Net premiums earned
365.6     137.7     503.3

Net loss and LAE:

Current year (excluding catastrophe losses)
197.5     75.6     273.1
Current year catastrophe losses
17.6     0.8     18.4
Prior years
(12.5)    (3.1)    (15.6)

  Total net loss and LAE
202.6     73.3     275.9
Commissions, brokerage and other underwriting expenses
107.2     61.2     168.4

Underwriting profit⁽¹⁾
  $ 55.8       $ 3.2       $     59.0

Loss ratio⁽²⁾:

Current year (excluding catastrophe losses)
54.0% 54.9% 54.3%
Current year catastrophe losses
4.8% 0.6% 3.6%
Prior years
(3.4%) (2.3%) (3.1%)

  Total net loss and LAE
55.4% 53.2% 54.8%
Expense ratio⁽³⁾
29.3% 44.4% 33.5%

Combined ratio⁽⁴⁾
84.7% 97.6% 88.3%


Three Months Ended September 30, 2018				RSUI			CapSpecialty			Total
				($ in millions)
Gross premiums written				$	260.8		$	83.9		$	344.7
Net premiums written					176.0			77.9			253.9

Net premiums earned					190.6			73.3			263.9

Net loss and LAE:
Current year (excluding catastrophe losses)					97.9			42.3			140.2
Current year catastrophe losses					41.1			0.9			42.0
Prior years					(32.0	)		(1.5	)		(33.5	)

Total net loss and LAE					107.0			41.7			148.7
Commissions, brokerage and other underwriting expenses					52.8			30.0			82.8

Underwriting profit⁽¹⁾				$	30.8		$	1.6		$	32.4


Loss ratio⁽²⁾:
Current year (excluding catastrophe losses)					51.4	%		57.7	%		53.1	%
Current year catastrophe losses					21.6	%		1.2	%		15.9	%
Prior years					(16.9	%)		(2.1	%)		(12.7	%)

Total net loss and LAE					56.1	%		56.8	%		56.3	%

Expense ratio⁽³⁾					27.7	%		40.9	%		31.4	%


Combined ratio⁽⁴⁾					83.8	%		97.7	%		87.7	%


Three Months Ended September 30, 2017	RSUI			CapSpecialty			PacificComp			Total
	($ in millions)
Gross premiums written	$	234.6		$	74.3		$	41.6		$	350.5
Net premiums written		170.8			69.5			41.5			281.8

Net premiums earned		179.0			66.1			41.4			286.5

Net loss and LAE:
Current year (excluding catastrophe losses)		99.3			37.5			31.1			167.9
Current year catastrophe losses		214.7			1.8			-			216.5
Prior years		(8.6	)		(2.3	)		(0.8	)		(11.7	)

Total net loss and LAE		305.4			37.0			30.3			372.7
Commissions, brokerage and other underwriting expenses		50.3			28.4			10.6			89.3

Underwriting (loss) profit⁽¹⁾	$	(176.7	)	$	0.7		$	0.5		$	(175.5	)


Loss ratio⁽²⁾:
Current year (excluding catastrophe losses)		55.5	%		56.8	%		75.2	%		58.6	%
Current year catastrophe losses		119.9	%		2.7	%		-	%		75.6	%
Prior years		(4.8	%)		(3.5	%)		(1.9	%)		(4.1	%)

Total net loss and LAE		170.6	%		56.0	%		73.3	%		130.1	%

Expense ratio⁽³⁾		28.1	%		43.0	%		25.5	%		31.2	%


Combined ratio⁽⁴⁾		198.7	%		99.0	%		98.8	%		161.3	%

Six Months Ended June 30, 2017
RSUI CapSpecialty PacificComp Total
($ in millions)
Gross premiums written
  $      559.6   $      138.8   $      82.6   $      781.0
Net premiums written
387.2 129.4 81.4 598.0
Net premiums earned
361.2 126.2 82.2 569.6

Net loss and LAE:

Current year (excluding catastrophe losses)
179.9 67.3 62.0 309.2
Current year catastrophe losses
13.2 2.2 -    15.4
Prior years
(18.7 ) (0.8 ) (1.0 ) (20.5 )

Total net loss and LAE
174.4 68.7 61.0 304.1
Commissions, brokerage and other underwriting expenses
107.9 54.9 21.7 184.5

Underwriting profit (loss)⁽¹⁾
  $ 78.9   $ 2.6   $ (0.5 )   $ 81.0

Loss ratio⁽²⁾:

Current year (excluding catastrophe losses)
49.8 % 53.3 % 75.4 % 54.3 %
Current year catastrophe losses
3.7 % 1.7 % -     % 2.7 %
Prior years
(5.2 %) (0.6 %) (1.2 %) (3.6 %)

Total net loss and LAE
48.3 % 54.4 % 74.2 % 53.4 %
Expense ratio⁽³⁾
29.9 % 43.5 % 26.4 % 32.4 %

Combined ratio⁽⁴⁾
78.2 % 97.9 % 100.6 % 85.8 %


Nine Months Ended September 30, 2018				RSUI			CapSpecialty			Total
							($ in millions)
Gross premiums written				$	854.2		$	247.1		$	1,101.3
Net premiums written					579.8			229.6			809.4

Net premiums earned					556.2			211.0			767.2

Net loss and LAE:
Current year (excluding catastrophe losses)					295.4			117.8			413.2
Current year catastrophe losses					58.7			1.7			60.4
Prior years					(44.5	)		(4.6	)		(49.1	)

Total net loss and LAE					309.6			114.9			424.5
Commissions, brokerage and other underwriting expenses					160.0			91.2			251.2

Underwriting profit⁽¹⁾				$	86.6		$	4.9		$	91.5


Loss ratio⁽²⁾:
Current year (excluding catastrophe losses)					53.1	%		55.8	%		53.9	%
Current year catastrophe losses					10.6	%		0.8	%		7.8	%
Prior years					(8.0	%)		(2.1	%)		(6.4	%)

Total net loss and LAE					55.7	%		54.5	%		55.3	%

Expense ratio⁽³⁾					28.8	%		43.2	%		32.7	%


Combined ratio⁽⁴⁾					84.5	%		97.7	%		88.0	%


Nine Months Ended September 30, 2017	RSUI			CapSpecialty			PacificComp			Total
	($ in millions)
Gross premiums written	$	794.1		$	213.2		$	124.2		$	1,131.5
Net premiums written		558.0			198.9			122.9			879.8

Net premiums earned		540.3			192.2			123.5			856.0

Net loss and LAE:
Current year (excluding catastrophe losses)		279.1			104.8			93.1			477.0
Current year catastrophe losses		227.9			4.0			-			231.9
Prior years		(27.3	)		(3.1	)		(1.8	)		(32.2	)

Total net loss and LAE		479.7			105.7			91.3			676.7
Commissions, brokerage and other underwriting expenses		158.3			83.3			32.2			273.8

Underwriting profit (loss)⁽¹⁾	$	(97.7	)	$	3.2		$	-		$	(94.5	)


Loss ratio⁽²⁾:
Current year (excluding catastrophe losses)		51.7	%		54.5	%		75.4	%		55.8	%
Current year catastrophe losses		42.2	%		2.1	%		-	%		27.1	%
Prior years		(5.1	%)		(1.6	%)		(1.5	%)		(3.8	%)

Total net loss and LAE		88.8	%		55.0	%		73.9	%		79.1	%

Expense ratio⁽³⁾		29.3	%		43.4	%		26.1	%		32.0	%


Combined ratio⁽⁴⁾		118.1	%		98.4	%		100.0	%		111.1	%

(1)

(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)

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


	Three Months Ended							Six Months Ended							Three Months Ended						Nine Months Ended
	June 30,							June 30,							September 30,				Percent		September 30,				Percent
	2018		2017		Percent Change			2018		2017		Percent Change			2018		2017		Change		2018		2017		Change
	($ in millions)														($ in millions)
RSUI
Premiums written:
Gross premiums written	$	318.8	$	295.1		8.0	%	$	593.4	$	559.6		6.0	%	$	260.8	$	234.6		11.2%	$	854.2	$	794.1		7.6%
Net premiums written		216.9		204.6		6.0	%		403.8		387.2		4.3	%		176.0		170.8		3.0%		579.8		558.0		3.9%

Net premiums earned		184.7		178.5		3.5	%		365.6		361.2		1.2	%		190.6		179.0		6.5%		556.2		540.3		2.9%

CapSpecialty
Premiums written:
Gross premiums written	$	88.7	$	73.3		21.0	%	$	163.2	$	138.8		17.6	%	$	83.9	$	74.3		12.9%	$	247.1	$	213.2		15.9%
Net premiums written		82.3		68.4		20.3	%		151.7		129.4		17.2	%		77.9		69.5		12.1%		229.6		198.9		15.4%

Net premiums earned		71.0		64.1		10.8	%		137.7		126.2		9.1	%		73.3		66.1		10.9%		211.0		192.2		9.8%

PacificComp
Premiums written:
Gross premiums written	$	-	$	41.9		(100.0	%)	$	-	$	82.6		(100.0	%)	$	-	$	41.6		(100.0%)	$	-	$	124.2		(100.0%)
Net premiums written		-		41.3		(100.0	%)		-		81.4		(100.0	%)		-		41.5		(100.0%)		-		122.9		(100.0%)

Net premiums earned		-		43.9		(100.0	%)		-		82.2		(100.0	%)		-		41.4		(100.0%)		-		123.5		(100.0%)

Total
Premiums written:
Gross premiums written	$	407.5	$	410.3		(0.7	%)	$	756.6	$	781.0		(3.1	%)	$	344.7	$	350.5		(1.7%)	$	1,101.3	$	1,131.5		(2.7%)
Net premiums written		299.2		314.3		(4.8	%)		555.5		598.0		(7.1	%)		253.9		281.8		(9.9%)		809.4		879.8		(8.0%)

Net premiums earned		255.7		286.5		(10.8	%)		503.3		569.6		(11.6	%)		263.9		286.5		(7.9%)		767.2		856.0		(10.4%)

RSUI.The increases in gross premiums written in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect ~~increases~~growth in most lines of business due to an increase in business opportunities and improved general market conditions, particularly in the property lines of business.

The increases in net premiums earned in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect an increase in gross premiums written in recent quarters, partially offset by higher ceded premiums earned related to reinstatement premiums on RSUI’s per risk property reinsurance ~~treaties.~~treaties and the impact of growth in the heavily-reinsured property lines of business.

CapSpecialty.The increases in gross premiums written in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect growth in the professional liability and miscellaneous medical lines of business due to CapSpecialty’s distribution initiatives and expanded product offerings and ~~to a lesser extent,~~ the impact of CapSpecialty’s February 20, 2018 purchase of certain renewal rights associated with a small environmental block ~~of business on February 20, 2018, as well as growth in the surety lines~~ of business.

The increases in net premiums earned in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect increases in gross premiums written in recent quarters.

PacificComp.The results shown for the ~~second~~third quarter and first ~~six~~nine months of 2018 reflect the sale of PacificComp as of December 31, 2017.

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


	Three Months Ended									Six Months Ended									Three Months Ended									Nine Months Ended
	June 30,									June 30,									September 30,						Percent			September 30,						Percent
	2018			2017			Percent Change			2018			2017			Percent Change			2018			2017			Change			2018			2017			Change
	($ in millions)																		($ in millions)
RSUI
Net loss and LAE:
Current year (excluding catastrophe losses)	$	93.4		$	94.5			(1.2	%)	$	197.5		$	179.9			9.8	%	$	97.9		$	99.3			(1.4	%)	$	295.4		$	279.1			5.8	%
Current year catastrophe losses		13.7			9.6			42.7	%		17.6			13.2			33.3	%		41.1			214.7			(80.9	%)		58.7			227.9			(74.2	%)
Prior years		(1.4	)		(10.3	)		(86.4	%)		(12.5	)		(18.7	)		(33.2	%)		(32.0	)		(8.6	)		272.1	%		(44.5	)		(27.3	)		63.0	%

Total net loss and LAE	$	105.7		$	93.8			12.7	%	$	202.6		$	174.4			16.2	%	$	107.0		$	305.4			(65.0	%)	$	309.6		$	479.7			(35.5	%)


Loss ratio:
Current year (excluding catastrophe losses)		50.6	%		52.9	%					54.0	%		49.8	%					51.4	%		55.5	%					53.1	%		51.7	%
Current year catastrophe losses		7.4	%		5.4	%					4.8	%		3.7	%					21.6	%		119.9	%					10.6	%		42.2	%
Prior years		(0.8	%)		(5.8	%)					(3.4	%)		(5.2	%)					(16.9	%)		(4.8	%)					(8.0	%)		(5.1	%)

Total net loss and LAE		57.2	%		52.5	%					55.4	%		48.3	%					56.1	%		170.6	%					55.7	%		88.8	%


CapSpecialty
Net loss and LAE:
Current year (excluding catastrophe losses)	$	38.5		$	34.0			13.2	%	$	75.6		$	67.3			12.3	%	$	42.3		$	37.5			12.8	%	$	117.8		$	104.8			12.4	%
Current year catastrophe losses		0.6			1.8			(66.7	%)		0.8			2.2			(63.6	%)		0.9			1.8			(50.0	%)		1.7			4.0			(57.5	%)
Prior years		(0.1	)		(0.2	)		(50.0	%)		(3.1	)		(0.8	)		287.5	%		(1.5	)		(2.3	)		(34.8	%)		(4.6	)		(3.1	)		48.4	%

Total net loss and LAE	$	39.0		$	35.6			9.6	%	$	73.3		$	68.7			6.7	%	$	41.7		$	37.0			12.7	%	$	114.9		$	105.7			8.7	%


Loss ratio:
Current year (excluding catastrophe losses)		54.2	%		53.0	%					54.9	%		53.3	%					57.7	%		56.8	%					55.8	%		54.5	%
Current year catastrophe losses		0.8	%		2.8	%					0.6	%		1.7	%					1.2	%		2.7	%					0.8	%		2.1	%
Prior years		(0.1	%)		(0.3	%)					(2.3	%)		(0.6	%)					(2.1	%)		(3.5	%)					(2.1	%)		(1.6	%)

Total net loss and LAE		54.9	%		55.5	%					53.2	%		54.4	%					56.8	%		56.0	%					54.5	%		55.0	%


PacificComp
Net loss and LAE:
Current year (excluding catastrophe losses)	$	-		$	33.0			(100.0	%)	$	-		$	62.0			(100.0	%)	$	-		$	31.1			(100.0	%)	$	-		$	93.1			(100.0	%)
Current year catastrophe losses		-			-			-			-			-			-			-			-			-			-			-			-
Prior years		-			(0.5	)		(100.0	%)		-			(1.0	)		(100.0	%)		-			(0.8	)		(100.0	%)		-			(1.8	)		(100.0	%)

Total net loss and LAE	$	-		$	32.5			(100.0	%)	$	-		$	61.0			(100.0	%)	$	-		$	30.3			(100.0	%)	$	-		$	91.3			(100.0	%)


Loss ratio:
Current year (excluding catastrophe losses)		-	%		75.2	%					-	%		75.4	%					-	%		75.2	%					-	%		75.4	%
Current year catastrophe losses		-	%		-	%					-	%		-	%					-	%		-	%					-	%		-	%
Prior years		-	%		(1.1	%)					-	%		(1.2	%)					-	%		(1.9	%)					-	%		(1.5	%)

Total net loss and LAE		-	%		74.1	%					-	%		74.2	%					-	%		73.3	%					-	%		73.9	%


Total
Net loss and LAE:
Current year (excluding catastrophe losses)	$	131.9		$	161.5			(18.3	%)	$	273.1		$	309.2			(11.7	%)	$	140.2		$	167.9			(16.5	%)	$	413.2		$	477.0			(13.4	%)
Current year catastrophe losses		14.3			11.4			25.4	%		18.4			15.4			19.5	%		42.0			216.5			(80.6	%)		60.4			231.9			(74.0	%)
Prior years		(1.5	)		(11.0	)		(86.4	%)		(15.6	)		(20.5	)		(23.9	%)		(33.5	)		(11.7	)		186.3	%		(49.1	)		(32.2	)		52.5	%

Total net loss and LAE	$	144.7		$	161.9			(10.6	%)	$	275.9		$	304.1			(9.3	%)	$	148.7		$	372.7			(60.1	%)	$	424.5		$	676.7			(37.3	%)


Loss ratio:
Current year (excluding catastrophe losses)		51.6	%		56.3	%					54.3	%		54.3	%					53.1	%		58.6	%					53.9	%		55.8	%
Current year catastrophe losses		5.6	%		4.0	%					3.6	%		2.7	%					15.9	%		75.6	%					7.8	%		27.1	%
Prior years		(0.6	%)		(3.8	%)					(3.1	%)		(3.6	%)					(12.7	%)		(4.1	%)					(6.4	%)		(3.8	%)

Total net loss and LAE		56.6	%		56.5	%					54.8	%		53.4	%					56.3	%		130.1	%					55.3	%		79.1	%

RSUI.The ~~increases~~decreases in net loss and LAE in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect ~~decreases in~~significantly lower catastrophe losses and, to a lesser extent, higher favorable prior accident year loss reserve ~~development and increases in~~development. The catastrophe ~~losses. The increase in net loss and LAE~~losses in the third quarter and first ~~six~~nine months of 2018 ~~from the first six months of 2017 also reflects highernon-catastrophe~~ ~~property~~include $34.0 million related to Hurricane Florence, as well as losses ~~incurred. Catastrophe losses in the second quarter and first six months of 2018 primarily~~ related to flooding and severe weather in the Northeastern U.S. and the State of California. Catastrophe losses in the ~~second~~third quarter and first ~~six~~nine months of 2017 ~~primarily~~include $83.3 million related to Hurricane Harvey, $103.7 million related to Hurricane Irma and $14.3 million related to Hurricane Maria. Catastrophe losses in the third quarter and first nine months of 2017 also reflect losses ~~from~~related to flooding in the State of California and severe weather primarily in the Southeastern and Midwestern U.S.


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2018			2017			2018			2017
	($ in millions)												($ in millions)
Casualty	$	(1.5	)⁽¹⁾	$	(9.5	)⁽²⁾	$	(12.5	)⁽³⁾	$	(21.6	)⁽²⁾	$	(4.3)	⁽¹⁾	$	(6.9)	⁽²⁾	$	(16.8)	⁽¹⁾	$	(28.5)	⁽²⁾

Property and other		0.1			(0.8	)		-			2.9	⁽⁴⁾		(27.7)	⁽³⁾		(1.7)	⁽⁴⁾		(27.7)	⁽³⁾		1.2⁽	⁵⁾


Total	$	(1.4	)	$	(10.3	)	$	(12.5	)	$	(18.7	)	$	(32.0)		$	(8.6)		$	(44.5)		$	(27.3)

(1)

Primarily reflects favorable prior accident year loss reserve development in the umbrella/excess lines of business in the 2005 through 2012 accident years, partially offset by unfavorable prior accident year loss reserve development in the directors’ and officers’ liability lines of business in the 2012 accident year.

~~(2)~~

~~Primarily reflects favorable prior accident year loss reserve development in the umbrella/excess lines of business in the 2005 through 2011 accident years.~~

~~(3)~~

(2)	Primarily reflects favorable prior accident year loss reserve development in the umbrella/excess lines of business in the 2005 through 2011 accident years.

(3)	Primarily reflects favorable prior accident year loss reserve development related to Hurricane Irma in the 2017 accident year and, to a lesser extent, Hurricane Matthew in the 2016 accident year, as well as various other losses not classified as catastrophes in recent accident years.

(4)	Primarily reflects favorable unallocated LAE development.

(5)	Primarily reflects unfavorable prior accident year property loss reserve development in the binding authority lines of business in the 2015 and 2016 accident ~~years.~~years, partially offset by favorable prior accident year catastrophe loss reserve development in the 2016 accident year.

The favorable prior accident year loss reserve development in the ~~second~~third quarter and first ~~six~~nine months of 2018 and 2017 reflects favorable loss emergence compared with loss emergence patterns assumed in earlier periods. The favorable prior accident year loss reserve development in the ~~second~~third quarter and first ~~six~~nine months of 2018 did not impact assumptions used in estimating RSUI’s loss and LAE liabilities for business earned in the first ~~six~~nine months of 2018.

CapSpecialty.The increases in net loss and LAE in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect the impact of higher net premiums earned and higher 2018 accident year losses due primarily to an increase in net premiums earned for certain lines of business with a higher loss ~~ratio.~~ratio, partially offset by lower catastrophe losses. The increase in net loss and LAE in the third quarter of 2018 also reflects a decrease in favorable prior accident year loss reserve development. The increase in net loss and LAE in the first ~~six~~nine months of 2018 ~~from the first six months of 2017~~ was partially offset by an increase in favorable prior accident year loss reserve development.

Net loss and LAE in the first ~~six~~nine months of 2018 includes favorable prior accident year loss reserve development primarily in the surety lines of business primarily ~~related to~~in the 2016 and 2017 accident years. The favorable prior accident year loss reserve development in the first ~~six~~nine months of 2018 and 2017 reflects favorable loss emergence compared with loss emergence patterns assumed in earlier periods. The favorable prior accident year loss reserve development in the first ~~six~~nine months of 2018 did not impact assumptions used in estimating CapSpecialty’s loss and LAE liabilities for business earned in the first ~~six~~nine months of 2018. Net loss and LAE in the ~~second~~third quarter and first ~~six~~nine months of 2017 include favorable prior accident year loss reserve development primarily in the casualty lines of business ~~related primarily to~~in the 2010, 2014, 2015 and ~~2015~~2016 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									Six Months Ended									Three Months Ended									Nine Months Ended
	June 30,									June 30,									September 30,						Percent			September 30,						Percent
	2018			2017			Percent Change			2018			2017			Percent Change			2018			2017			Change			2018			2017			Change
	($ in millions)																		($ in millions)
RSUI
Commissions, brokerage and other underwriting expenses	$	53.7		$	53.0			1.3	%	$	107.2		$	107.9			(0.6	%)	$	52.8		$	50.3			5.0	%	$	160.0		$	158.3			1.1	%

Expense ratio		29.1	%		29.7	%					29.3	%		29.9	%					27.7	%		28.1	%					28.8	%		29.3	%

CapSpecialty
Commissions, brokerage and other underwriting expenses	$	30.4		$	27.2			11.8	%	$	61.2		$	54.9			11.5	%	$	30.0		$	28.4			5.6	%	$	91.2		$	83.3			9.5	%

Expense ratio		42.8	%		42.5	%					44.4	%		43.5	%					40.9	%		43.0	%					43.2	%		43.4	%

PacificComp
Commissions, brokerage and other underwriting expenses	$	-		$	11.3			(100.0	%)	$	-		$	21.7			(100.0	%)	$	-		$	10.6			(100.0	%)	$	-		$	32.2			(100.0	%)

Expense ratio		-	%		25.7	%					-	%		26.4	%					-	%		25.5	%					-	%		26.1	%

Total
Commissions, brokerage and other underwriting expenses	$	84.1		$	91.5			(8.1	%)	$	168.4		$	184.5			(8.7	%)	$	82.8		$	89.3			(7.3	%)	$	251.2		$	273.8			(8.3	%)

Expense ratio		32.9	%		31.9	%					33.5	%		32.4	%					31.4	%		31.2	%					32.7	%		32.0	%

RSUI. ~~Commissions,~~The increases in commissions, brokerage and other underwriting expenses in the ~~second~~third quarter and first ~~six~~nine months of 2018 ~~approximated commissions, brokerage and other underwriting expenses~~ from the corresponding 2017 periods primarily ~~reflecting~~reflect the impact of higher net premiums earned and higher short-term incentive compensation expense accruals arising from significantly lower catastrophe losses in the third quarter of 2018, partially offset by slightly lower commission expense incurred.

CapSpecialty.The increases in commissions, brokerage and other underwriting expenses in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect the impact of higher net premiums earned and relatively stable overhead expenses. ~~In addition, the~~The increases also reflectone-time acquisition expenses arising from CapSpecialty’s February 20, 2018 purchase of certain renewal rights associated with a small environmental block of ~~business on February 20, 2018.~~business.

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


		Three Months Ended									Six Months Ended									Three Months Ended									Nine Months Ended
	��	June 30,									June 30,									September 30,						Percent			September 30,						Percent
		2018			2017			Percent Change			2018			2017			Percent Change			2018			2017			Change			2018			2017			Change
								($ in millions)																		($ in millions)
RSUI
Underwriting profit		$	25.3		$	31.7			(20.2	%)	$	55.8		$	78.9			(29.3	%)
Underwriting profit (loss)																				$	30.8		$	(176.7	)		(117.4	%)	$	86.6		$	(97.7	)		(188.6	%)

Combined ratio			86.3	%		82.2	%					84.7	%		78.2	%					83.8	%		198.7	%					84.5	%		118.1	%

CapSpecialty
Underwriting profit		$	1.6		$	1.3			23.1	%	$	3.2		$	2.6			23.1	%	$	1.6		$	0.7			128.6	%	$	4.9		$	3.2			53.1	%

Combined ratio			97.7	%		98.0	%					97.6	%		97.9	%					97.7	%		99.0	%					97.7	%		98.4	%

PacificComp
Underwriting profit (loss)		$	-		$	0.1			(100.0	%)	$	-		$	(0.5	)		(100.0	%)
Underwriting profit																				$	-		$	0.5			(100.0	%)	$	-		$	-			-

Combined ratio			-	%		99.8	%					-	%		100.6	%					-	%		98.8	%					-	%		100.0	%

Total
Underwriting profit		$	26.9		$	33.1			(18.7	%)	$	59.0		$	81.0			(27.2	%)
Underwriting profit (loss)																				$	32.4		$	(175.5	)		(118.5	%)	$	91.5		$	(94.5	)		(196.8	%)

Combined ratio			89.5	%		88.4	%					88.3	%		85.8	%					87.7	%		161.3	%					88.0	%		111.1	%

RSUI.The ~~decreases in~~ underwriting profit in the ~~second~~third quarter and first ~~six~~nine months of 2018, ~~from~~compared with the underwriting loss in the corresponding 2017 periods, primarily ~~reflect decreases~~reflects significantly lower catastrophe losses and, to a lesser extent, increases in favorable prior accident year loss reserve development, ~~and increases in catastrophe losses,~~ all as discussed above. ~~The increase in net loss and LAE in the first six months of 2018 from the first six months of 2017 also reflects highernon-catastrophe~~ ~~property losses incurred.~~

CapSpecialty.The increase in underwriting profit in the ~~second~~third quarter of 2018 from ~~second~~the third quarter of 2017 primarily reflects the impact of higher net premiums earned, partially offset by a decrease in favorable prior accident year loss reserve development, all as discussed above. The increase in underwriting profit in the first ~~six~~nine months of 2018 from the first ~~six~~nine months of 2017 primarily reflects an increase in favorable prior accident year loss reserve development and the impact of higher net premiums earned, 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								Six Months Ended								Three Months Ended								Nine Months Ended
	June 30,								June 30,								September 30,					Percent			September 30,					Percent
	2018		2017			Percent Change			2018			2017		Percent Change			2018		2017			Change			2018			2017		Change
	($ in millions)																($ in millions)
Net investment income	$	121.1	$	98.0			23.6	%	$	239.4		$	210.3		13.8	%	$	122.5	$	101.4			20.8	%	$	362.0		$	311.7		16.1	%
Change in the fair value of equity securities		146.8		-			-			132.7			-		-			373.9		-			-			506.7			-		-
Net realized capital gains		6.8		9.2			(26.1	%)		50.7			69.4		(26.9	%)		16.2		21.5			(24.7	%)		66.8			90.8		(26.4	%)
Other than temporary impairment losses		-		(3.8	)		(100.0	%)		(0.5	)		(7.0)		(92.9	%)		-		(6.1	)		(100.0	%)		(0.5	)		(13.1)		(96.2	%)

Net investment income.The increases in net investment income in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect increases in partnership income, increases in dividend income resulting from an increase in the size of the equity securities portfolio and, to a lesser extent, higher interest income. The increase in interest income primarily reflects higher yields onshort-term investments and floating-rate debt securities, ~~and higher income from funds withheld,~~ partially offset by the impact of the sale of PacificComp.

~~In addition, net investment income in the second quarter and first six months of 2018 reflects higher partnership income at AIHL. AIHL’s partnership~~Partnership income in the first ~~six~~nine months of 2018 includes a $12.9 million increase in the carrying value of AIHL’s limited partnership interests in certain subsidiaries of Ares as of March 15, 2018. See Note 3(h) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for additional information.

Partnership income in the ~~second~~third quarter and first ~~six~~nine months of 2017 includes losses incurred on our equity interests in Pillar Holdings and related funds arising from significant catastrophe losses incurred in August and September 2017. Partnership income in the first nine months of 2017 also includes a $12.6 million charge on our equity investment in ~~Ares. The charge on our equity investment in~~ Ares, ~~reflected~~reflecting our share of aone-time payment recorded by Ares related to an acquisition by its affiliated entity.

In connection with this acquisition, Ares agreed to make certain transaction support payments to the sellers of the acquired entity.

Change in the fair value of equity securities.In the first quarter of 2018, we adopted new investment accounting guidance which required changes in the fair value of equity securities, except those accounted for under the equity method, to be recognized in net earnings. In earlier periods, equity securities were considered to be AFS and were included in the analysis of OTTI. See Note 1(c) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for additional information regarding our adoption of this new guidance.

Net realized capital gains.The decreases in net realized capital gains in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect a lack of net realized capital gains from equity securities in the 2018 periods ~~resulting from~~as a result of our adoption of the new investment accounting guidance discussed above. The decrease for the first ~~six~~nine months of 2018 was partially offset by a $45.7 million gain on AIHL’s conversion ~~of most~~ of its limited partnership interests in certain subsidiaries of Ares into Ares common units. See Note 3(h) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for additional information on AIHL’s conversion.

Other than temporary impairment losses.OTTI losses in the first ~~six~~nine months of 2018 reflect $0.5 million of unrealized losses on debt securities that were deemed to be other than temporary and, as such, were required to be charged against earnings. ~~Of the $0.5 million of OTTI losses, none were incurred in the second quarter of 2018.~~

Upon the ultimate disposition of the securities for which OTTI losses have been recorded, a portion of the loss may be recoverable depending on market conditions at the time of disposition. After adjusting the cost basis of securities for the recognition of OTTI losses, the remaining gross unrealized investment losses for debt and equity securities as of ~~June~~September 30, 2018 were deemed to be temporary, based on, among other factors: (i) the duration of time and the relative magnitude to which the fair values of these securities had been below cost were not indicative of an OTTI loss; (ii) the absence of compelling evidence that would cause us to call into question the financial condition or near-term business prospects of the issuers of the securities; and (iii) our ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery.

See Note 3 to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of thisForm 10-Q for additional detail on gross unrealized investment losses for debt securities as of ~~June~~September 30, 2018.

Alleghany Capital Segment Results

The Alleghany Capital segment consists of: (i) industrial operations conducted through Bourn & Koch, Kentucky Trailer, W&W|AFCO Steel beginning April 28, 2017 (the date on which Alleghany Capital acquired approximately 80 percent of the equity thereof), and a 45 percent equity interest in Wilbert Funeral Services, Inc., or “Wilbert,” beginning August 1, 2017 (the date on which Alleghany Capital acquired its equity interest therein);(ii) non-industrial operations conducted through IPS and Jazwares; and (iii) corporate operations at the Alleghany Capital level.

The results of the Alleghany Capital segment for the ~~second~~third quarter and first ~~six~~nine months of 2018 and 2017 are presented below.

   Three Months Ended June 30,
   2018 2017
   Industrial Non-
industrial Corp. &
other Total Industrial Non-
industrial Corp. &
other Total
   ($ in millions)
Noninsurance revenue⁽¹⁾
   $ 221.9 $ 107.1 $ -    $ 329.0 $ 74.5 $ 118.3 $ -    $ 192.8
Net investment income
   1.3 0.1 (0.2 ) 1.2 -    0.1 0.1 0.2
Net realized capital gains
   0.2 (0.3 ) -    (0.1 ) 0.1 0.1 -    0.2


Total revenues
   $ 223.4 $ 106.9 $ (0.2 ) $ 330.1 $ 74.6 $ 118.5 $ 0.1 $ 193.2


Other operating expenses⁽¹⁾
   210.5 101.0 3.0 314.5 71.2 110.6 7.6 189.4
Amortization of intangible assets
   2.4 3.4 -    5.8 0.8 4.2 -    5.0
Interest expenses
   1.7 0.6 -    2.3 0.6 0.3 0.1 1.0


Earnings (losses) before income taxes
   $ 8.8 $ 1.9 $ (3.2 ) $ 7.5 $ 2.0 $ 3.4 $ (7.6 ) $ (2.2 )


Operating earnings (losses) before income taxes⁽²⁾
   $ 11.0 $ 5.6 $ (3.2 ) $ 13.4 $ 2.7 $ 7.5 $ (7.6 ) $ 2.6
Add: net realized capital gains
   0.2 (0.3 ) -    (0.1 ) 0.1 0.1 -    0.2
Less: amortization of intangible assets
   (2.4 ) (3.4 ) -    (5.8 ) (0.8 ) (4.2 ) -    (5.0 )


Earnings (losses) before income taxes
   $ 8.8 $ 1.9 $ (3.2 ) $ 7.5 $ 2.0 $ 3.4 $ (7.6 ) $ (2.2 )


   Six Months Ended June 30,
   2018 2017
   Industrial Non-
industrial Corp. &
other Total Industrial Non-
industrial Corp. &
other Total
   ($ in millions)
Noninsurance revenue⁽¹⁾
   $ 367.4 $ 204.2 $ 0.1 $ 571.7 $ 116.4 $ 221.2 $ -    $ 337.6
Net investment income
   2.9 0.1 0.1 3.1 -    0.2 0.3 0.5
Net realized capital gains
   0.5 -    -    0.5 0.1 -    -    0.1


Total revenues
   $ 370.8 $ 204.3 $ 0.2 $ 575.3 $ 116.5 $ 221.4 $ 0.3 $ 338.2


Other operating expenses⁽¹⁾
   353.0 196.5 4.9 554.4 110.4 209.5 11.1 331.0
Amortization of intangible assets
   4.4 6.8 -    11.2 1.0 8.3 -    9.3
Interest expenses
   2.5 1.0 0.1 3.6 1.1 0.6 0.1 1.8


Earnings (losses) before income taxes
   $ 10.9 $ -    $ (4.8 ) $ 6.1 $ 4.0 $ 3.0 $ (10.9 ) $ (3.9 )


Operating earnings (losses) before income taxes⁽²⁾
   $ 14.8 $ 6.8 $ (4.8 ) $ 16.8 $ 4.9 $ 11.3 $ (10.9 ) $ 5.3
Add: net realized capital gains
   0.5 -    -    0.5 0.1 -    -    0.1
Less: amortization of intangible assets
   (4.4 ) (6.8 ) -    (11.2 ) (1.0 ) (8.3 ) -    (9.3 )


Earnings (losses) before income taxes
   $ 10.9 $ -    $ (4.8 ) $ 6.1 $ 4.0 $ 3.0 $ (10.9 ) $ (3.9 )


	Three Months Ended September 30,
	2018												2017
	Industrial			Non- industrial			Corp. & other			Total			Industrial			Non- industrial			Corp. & other			Total
	($ in millions)
Noninsurance revenue⁽¹⁾	$	224.2		$	183.7		$	(0.4	)	$	407.5		$	137.9		$	150.9		$	0.5		$	289.3
Net investment income		0.7			-			-			0.7			0.8			0.1			0.7			1.6
Net realized capital gains		0.1			(0.1	)		-			-			0.5			0.2			-			0.7

Total revenues	$	225.0		$	183.6		$	(0.4	)	$	408.2		$	139.2		$	151.2		$	1.2		$	291.6


Other operating expenses⁽¹⁾		217.1			161.7			3.7			382.5			130.8			128.7			0.5			260.0
Amortization of intangible assets		2.4			3.4			-			5.8			1.9			4.1			-			6.0
Interest expenses		2.0			0.6			-			2.6			0.8			0.4			-			1.2

Earnings (losses) before income taxes	$	3.5		$	17.9		$	(4.1	)	$	17.3		$	5.7		$	18.0		$	0.7		$	24.4


Operating earnings (losses) before income taxes⁽²⁾	$	5.8		$	21.4		$	(4.1	)	$	23.1		$	7.1		$	21.9		$	0.7		$	29.7
Add: net realized capital gains		0.1			(0.1	)		-			-			0.5			0.2			-			0.7
Less: amortization of intangible assets		(2.4	)		(3.4	)		-			(5.8	)		(1.9	)		(4.1	)		-			(6.0	)

Earnings (losses) before income taxes	$	3.5		$	17.9		$	(4.1	)	$	17.3		$	5.7		$	18.0		$	0.7		$	24.4


	Nine Months Ended September 30,
	2018												2017
	Industrial			Non- industrial			Corp. & other			Total			Industrial			Non- industrial			Corp. & other			Total
	($ in millions)
Noninsurance revenue⁽¹⁾	$	591.6		$	387.9		$	(0.3	)	$	979.2		$	254.2		$	372.1		$	0.5		$	626.8
Net investment income		3.6			0.1			-			3.7			0.8			0.2			1.1			2.1
Net realized capital gains		0.7			(0.1	)		-			0.6			0.6			0.3			-			0.9

Total revenues	$	595.9		$	387.9		$	(0.3	)	$	983.5		$	255.6		$	372.6		$	1.6		$	629.8


Other operating expenses⁽¹⁾		570.2			358.1			8.7			937.0			241.2			338.2			11.6			591.0
Amortization of intangible assets		6.7			10.3			-			17.0			2.9			12.5			-			15.4
Interest expenses		4.5			1.6			-			6.1			1.9			1.0			0.1			3.0

Earnings (losses) before income taxes	$	14.5		$	17.9		$	(9.0	)	$	23.4		$	9.6		$	20.9		$	(10.1	)	$	20.4


Operating earnings (losses) before income taxes⁽²⁾	$	20.5		$	28.3		$	(9.0	)	$	39.8		$	11.9		$	33.1		$	(10.1	)	$	34.9
Add: net realized capital gains		0.7			(0.1	)		-			0.6			0.6			0.3			-			0.9
Less: amortization of intangible assets		(6.7	)		(10.3	)		-			(17.0	)		(2.9	)		(12.5	)		-			(15.4	)

Earnings (losses) before income taxes	$	14.5		$	17.9		$	(9.0	)	$	23.4		$	9.6		$	20.9		$	(10.1	)	$	20.4

(1)

For industrial andnon-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 includes finders’ fees, legal and accounting costs and othertransaction-related expenses of ~~$1.1~~$0.3 million and ~~$5.7~~$0.8 million for the ~~second~~third quarter of 2018 and 2017, respectively, and ~~$2.9~~$3.2 million and ~~$6.0~~$6.8 million for the first ~~six~~nine months of 2018 and 2017, respectively.

(2)

Operating earnings before income taxes is anon-GAAP financial measure and does not replace earnings before income taxes determined in accordance with GAAP as a measure of profitability. See “Comment onNon-GAAP Financial Measures” herein for additional detail on the presentation of our results of operations. Operating earnings before income taxes represent noninsurance revenue less all operating expenses and does not include: (i) amortization of intangible assets; (ii) change in the fair value of equity securities; (iii) net realized capital gains; (iv) OTTI impairment losses; and (v) income taxes.

The changes in Alleghany Capital’s equity for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 are presented below.


																									Three Months Ended September 30,
	Three Months Ended June 30,																								2018												2017
	2018												2017
	Industrial			Non- industrial			Corp. & other			Total			Industrial			Non- industrial			Corp. & other			Total			Industrial			Non- industrial			Corp. & other			Total			Industrial			Non- industrial			Corp. & other			Total
	($ in millions)																								($ in millions)
Equity, beginning of period	$	442.7		$	319.5		$	34.9		$	797.1		$	122.0		$	325.5		$	(8.2	)	$	439.3		$	439.2		$	312.1		$	25.9		$	777.2		$	284.0		$	323.5		$	(5.2	)	$	602.3
Earnings (losses) before income taxes		8.8			1.9			(3.2	)		7.5			2.0			3.4			(7.6	)		(2.2	)		3.5			17.9			(4.1	)		17.3			5.7			18.0			0.7			24.4
Income taxes⁽¹⁾		(0.4	)		(0.2	)		(0.7	)		(1.3	)		(0.2	)		(0.1	)		1.0			0.7			(0.2	)		(0.7	)		(2.2	)		(3.1	)		(0.6	)		(0.1	)		(5.2	)		(5.9	)
Net earnings attributable to noncontrolling interests⁽²⁾		(1.3	)		(2.0	)		-			(3.3	)		(0.3	)		(0.6	)		-			(0.9	)		(0.5	)		(4.1	)		-			(4.6	)		(0.7	)		(3.5	)		-			(4.2	)
Capital contributions (returns of capital) and other⁽³⁾		(10.6	)		(7.1	)		(5.1	)		(22.8	)		160.5			(4.7	)		9.6			165.4			5.9			(4.1	)		67.2			69.0			70.5			(3.7	)		0.7			67.5

Equity, end of period	$	439.2		$	312.1		$	25.9		$	777.2		$	284.0		$	323.5		$	(5.2	)	$	602.3		$	447.9		$	321.1		$	86.8		$	855.8		$	358.9		$	334.2		$	(9.0	)	$	684.1


	Six Months Ended June 30,																								Nine Months Ended September 30,
	2018												2017												2018												2017
	Industrial			Non- industrial			Corp. & other			Total			Industrial			Non- industrial			Corp. & other			Total
	($ in millions)																								Industrial			Non- industrial			Corp. & other			Total			Industrial			Non- industrial			Corp. & other			Total
																									($ in millions)
Equity, beginning of period	$	363.6		$	331.3		$	11.2		$	706.1		$	122.7		$	330.7		$	(12.1	)	$	441.3		$	363.6		$	331.3		$	11.2		$	706.1		$	122.7		$	330.7		$	(12.1	)	$	441.3
Earnings (losses) before income taxes		10.9			-			(4.8	)		6.1			4.0			3.0			(10.9	)		(3.9	)		14.5			17.9			(9.0	)		23.4			9.6			20.9			(10.1	)		20.4
Income taxes⁽¹⁾		(0.7	)		(0.6	)		(0.2	)		(1.5	)		(0.2	)		-			1.6			1.4			(0.8	)		(1.4	)		(2.4	)		(4.6	)		(0.8	)		(0.1	)		(3.6	)		(4.5	)
Net earnings attributable to noncontrolling interests⁽²⁾		(1.3	)		(1.6	)		-			(2.9	)		(0.6	)		(0.4	)		-			(1.0	)		(1.8	)		(5.7	)		-			(7.5	)		(1.3	)		(3.9	)		-			(5.2	)
Capital contributions (returns of capital) and other⁽³⁾		66.7			(17.0	)		19.7			69.4			158.1			(9.8	)		16.2			164.5			72.4			(21.0	)		87.0			138.4			228.7			(13.4	)		16.8			232.1

Equity, end of period	$	439.2		$	312.1		$	25.9		$	777.2		$	284.0		$	323.5		$	(5.2	)	$	602.3		$	447.9		$	321.1		$	86.8		$	855.8		$	358.9		$	334.2		$	(9.0	)	$	684.1

(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 andnon-industrial operations for the ~~second~~third quarter of 2018 were ($~~1.9)~~0.7) million and ($~~0.4)~~3.8) million, respectively, ~~and~~ for the ~~second~~third quarter of 2017 were ($~~0.7)~~1.9) million and ($~~1.2)~~6.3) million, respectively, for the first nine months of 2018 were ($2.8) million and ($3.8) million, respectively, and for the first ~~six months of 2018 were ($2.1) million and ($0.0) million, respectively, and for the first six~~nine months of 2017 were ($~~1.4)~~3.3) million and ($~~1.0)~~7.3) million, respectively.

(2)	During the first ~~six~~nine months of 2018, the noncontrolling interests outstanding were approximately as follows: Bourn & Koch - 11 percent; Kentucky Trailer - 21 percent; W&W\|AFCO Steel - 20 percent; IPS - 1615 percent; and Jazwares - 23 percent.

(3)

For the ~~six~~third quarter and first nine months ~~ended June 30,~~of 2018, primarily ~~reflected~~reflects funding provided by Alleghany to Alleghany Capital for an acquisition in October 2018 and, for the first nine months only, reflects funding provided by Alleghany Capital for the ~~February 7, 2018~~ acquisition of Hirschfeld by W&W|AFCO Steel. For the ~~second~~third quarter and first ~~six~~nine months of 2017, primarily ~~reflected~~reflects funding provided by Alleghany Capital for the investment in Wilbert in August 2017 and, for the nine month period only, the acquisition of W&W|AFCO Steel.

Noninsurance revenue.The increases in noninsurance revenue in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect ~~significant~~ increases in industrial operations, ~~partially offset by decreases innon-industrial~~ ~~operations. The increases~~due primarily to the acquisition of Hirschfeld and, for the ~~industrial operations primarily reflect~~first nine months of 2018, the ~~acquisitions~~acquisition of W&W|AFCO ~~Steel and, to~~Steel. To a lesser extent, ~~Hirschfeld, as well as~~the increases in the third quarter and first nine months of 2018 also reflect higher sales at Kentucky ~~Trailer and Bourn & Koch. The decreases for the~~Trailer. With respect tonon-industrial operations, the increase in noninsurance revenue in the third quarter of 2018 from the third quarter of 2017 primarily ~~reflect lower~~reflects higher sales at IPS ~~due to~~and the ~~timing of large projects and changes~~increase in noninsurance revenue in the ~~mix~~first nine months of ~~services provided, partially offset by increases in~~2018 from the first nine months of 2017 primarily reflects higher sales at Jazwares.

Net investment income.The increases in net investment income in the ~~second quarter and~~ first ~~six~~nine months of 2018 from the ~~corresponding~~first nine months of 2017 ~~periods~~ primarily reflect Alleghany Capital’s earnings from its investment in Wilbert.

Net realized capital gains.Net realized capital gains in ~~the second quarter and~~ first ~~six~~nine months of 2018 and 2017 primarily reflect gains from the sale of certain investments and equipment, as well as certain foreign currency exchange rate impacts.

Other operating expenses.The increases in other operating expenses in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect significant increases in industrial operations, ~~partially offset by decreases innon-industrial~~ ~~operations~~due primarily to the acquisition of Hirschfeld and, ~~corporate & other. The increases~~ for the ~~industrial operations primarily reflect~~first nine months of 2018, the ~~acquisitions~~acquisition of W&W|AFCO ~~Steel and, to~~Steel. To a lesser extent, ~~Hirschfeld, as well as increases~~the increase in other operating expenses in the third quarter and first nine months of 2018 also reflects higher costs related to higher sales and facility consolidation activities at Kentucky Trailer, as well as higher costs fornon-industrial operations. The increase innon-industrial operations’ other operating expenses in the third quarter of 2018 primarily reflects higher costs at IPS related to higher sales. The increase innon-industrial operations’ other operating expenses in the first nine months of 2018 primarily reflects higher costs at Jazwares related to higher sales, increased marketing expenditures and ~~Bourn & Koch.~~ the impact of certain Toys “R” Us Inc. liquidation-related charges. The increase in other operating expenses in the third quarter of 2018 also reflects an increase in long-term incentive compensation expense accruals at Alleghany Capital.

Other operating expenses in the first nine months of ~~the industrial operations~~2018 and 2017 also reflect significant finders’ fees, legal and accounting costs and other transaction-related expenses, ~~in the first quarter of 2018,~~ primarily related to W&W|AFCO Steel’s acquisition of Hirschfeld ~~as well as in the second quarter of 2017, primarily related to~~and Alleghany Capital’s acquisition of W&W|AFCO Steel. ~~The decreases in other operating expenses for thenon-industrial~~ ~~operations primarily reflect lower costs related to lower sales at IPS, partially offset by increases in~~

costs at Jazwares related to higher sales, as well as the impact of certain Toys “R” Us Inc. liquidation-related charges. The decreases at corporate & other is due to decreases in long-term incentive compensation expense accruals at Alleghany Capital.

Amortization of intangible assets.The ~~increases~~increase in amortization expense in the ~~second quarter and~~ first ~~six~~nine months of 2018 from the ~~corresponding~~first nine months of 2017 ~~periods~~ primarily ~~reflect~~reflects the ~~amortization~~acquisition of ~~net intangible assets related to~~Hirschfeld and, for the first nine months of 2018, the acquisition of W&W|AFCO ~~Steel and, to a lesser extent, Hirschfeld.~~Steel.

Interest expense.The increases in interest expense in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect borrowings at W&W|AFCO Steel and ~~to a lesser extent,~~ Hirschfeld.

Earnings (losses) before income taxes.The decrease in earnings before income taxes in the ~~second~~third quarter ~~and first six months~~ of 2018 from the third quarter of 2017 primarily reflects a loss for corporate & other compared with ~~losses~~earnings in the third quarter of 2017 and, to a lesser extent, a decrease in the industrial operations’ earnings before income taxes. The loss for corporate & other primarily reflects an increase in long-term incentive compensation expense accruals at Alleghany Capital. The decrease in the industrial operations’ earnings before income taxes primarily reflects higher interest expense and amortization expenses at W&W|AFCO Steel and expenses related to facility consolidation activities at Kentucky Trailer, all as discussed above, as well as the timing of certain large projects at W&W|AFCO Steel.

The increase in earnings before income taxes in the ~~second quarter and~~ first ~~six~~nine months of 2018 from the first nine months of 2017 ~~reflect~~primarily reflects increased earnings in the industrial ~~businesses and decreased corporate & other expenses,~~operations, partially offset by lower earnings in thenon-industrial ~~business.~~operations. The ~~increases~~increase in the industrial ~~businesses’~~operations’ earnings before income taxes primarily ~~reflect~~reflects Alleghany Capital’s earnings from its investment in Wilbert, as well as ~~improved results~~the impact of increased sales at Kentucky Trailer, ~~and Bourn & Koch,~~ all as discussed above. The ~~increased~~increase in earnings before income taxes from the acquisitions of W&W|AFCO Steel and Hirschfeld ~~were~~was offset by ~~increases~~an increase in amortization expense. The ~~decreases~~decrease innon-industrial operating earnings before income taxes in the ~~second quarter and~~ first ~~six~~nine months of 2018 ~~reflect lower sales at IPS and~~primarily reflects higher expenses at Jazwares, ~~all~~ as discussed above.

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 June 30,						Six Months Ended June 30,						Three Months Ended September 30,				Nine Months Ended September 30,
	2018			2017			2018			2017			2018		2017		2018		2017
	($ in millions)												($ in millions)
Net premiums earned	$	-		$	-		$	-		$	-		$	-	$	-	$	-	$	-
Net investment income		4.0			3.5			7.9			6.4			4.1		1.7		12.0		8.1
Change in the fair value of equity securities		38.4			-			9.9			-			(3.7)		-		6.1		-
Net realized capital gains		(0.2	)		(0.1	)		(0.2	)		(0.6	)		-		10.7		(0.2)		10.1
Other than temporary impairment losses		-			-			-			-			-		-		-		-
Noninsurance revenue		9.0			6.7			12.3			10.7			24.6		2.3		36.8		13.1

Total revenues		51.2			10.1			29.9			16.5			25.0		14.7		54.7		31.3


Net loss and loss adjustment expenses		-			-			-			-			-		-		-		-
Commissions, brokerage and other underwriting expenses		-			-			-			-			-		-		-		-
Other operating expenses		8.8			9.9			16.7			20.2			9.2		9.6		25.9		29.8
Corporate administration		13.3			13.6			21.4			29.7			17.8		(3.2)		39.2		26.4
Amortization of intangible assets		-			-			-			-			-		-		-		-
Interest expense		13.1			13.2			26.6			26.5			12.9		13.0		39.4		39.5

Earnings (losses) before income taxes	$	16.0		$	(26.6	)	$	(34.8	)	$	(59.9	)	$	(14.9)	$	(4.7)	$	(49.8)	$	(64.4)

Change in the fair value of equity securities.In the first quarter of 2018, we adopted new investment accounting guidance which required changes in the fair value of equity securities, except those accounted for under the equity method, to be recognized in net earnings. See Note 1(c) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for additional information regarding our adoption of this new guidance.

The changes in the fair value of equity securities in the ~~second~~third quarter and first ~~six~~nine months of 2018 reflect ~~increases~~depreciation and appreciation, respectively, in the value of the equity securities held at the Alleghany parent company-level, primarily from holdings in the energy sector.

Net realized capital gains. ~~Net~~The net realized capital ~~losses for~~gains in the third quarter and first ~~six~~nine months of 2017 primarily reflect ~~modest net losses from~~gains on the sale of ~~equity securities.~~certain exchange-traded funds.

Noninsurance revenue.The increases in noninsurance revenue in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect increases in ~~oil sales at SORC and~~ property sales at Alleghany ~~Properties.~~Properties and, to a lesser extent, increases in oil sales at SORC. Noninsurance revenue includes the sale in September 2018 of 68 acres of land located in Sacramento, California for approximately $20 million.

Other operating expenses.The decreases in other operating expenses in the ~~second~~third quarter and first ~~six~~nine months of 2018 from the corresponding 2017 periods primarily reflect the impact of the sale of a SORC legacy oil field onin December ~~29,~~ 2017.

Corporate administration.The ~~decrease~~corporate administration expense in the third quarter of 2018, compared with negative corporate administration expense in the third quarter of 2017, and the increase in corporate administration expense in the first ~~six~~nine months of 2018 from the first ~~six~~nine months of 2017, primarily ~~reflects a decrease~~reflect increases in Alleghany’s long-term incentive compensation ~~expense~~accruals. Such increases in accruals ~~due to~~primarily reflect the impact of ~~a decline~~significantly lower catastrophe losses and increases in the price per share of our common stock during the 2018 periods, partially offset by the impact of declines in unrealized appreciation on our debt securities portfolio in the third quarter and first ~~six~~nine months of 2018.

Earnings (Losses) before income taxes.The ~~earnings before income taxes in the second quarter of 2018 compared with losses before income taxes in the second quarter of 2017, and the decrease~~increase in losses before income taxes in the ~~first six months~~third quarter of 2018 from the ~~first six months~~third quarter of 2017 primarily ~~reflect an increase~~reflects the corporate administration expense in the ~~value~~third quarter of 2018, compared with negative corporate administration expense in the ~~equity securities held at the Alleghany parent company-level~~third quarter of 2017 and, to a lesser extent, ~~decreases~~gains on the sale of certain exchange-traded funds in ~~losses before income taxes~~the third quarter of 2017, partially offset by an increase in sales at ~~SORC,~~Alleghany Properties, all as discussed above. The decrease in losses before income taxes in the first ~~six~~nine months of 2018 from the first ~~six~~nine months of 2017 ~~also~~primarily reflects ~~a decrease~~an increase in sales at Alleghany Properties, partially offset by an increase in corporate administration expense, 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 ~~or “IBNR”)~~ and LAE.

   As of June 30, 2018    As of December 31, 2017
   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
     $ 1,491.7   $ (429.5 )   $ 1,062.2      $ 1,758.0   $ (493.7 )   $ 1,264.3
Casualty & other⁽¹⁾
   7,342.4 (233.8 ) 7,108.6    7,370.0 (251.0 ) 7,119.0




   8,834.1 (663.3 ) 8,170.8    9,128.0 (744.7 ) 8,383.3




Insurance Segment

Property
   461.6 (176.2 ) 285.4    545.9 (225.9 ) 320.0
Casualty⁽²⁾
   2,101.9 (667.5 ) 1,434.4    2,078.6 (671.8 ) 1,406.8
Workers’ Compensation
   3.8 -     3.8    1.5 -     1.5
All other⁽³⁾
   180.3 (70.6 ) 109.7    185.1 (75.5 ) 109.6




   2,747.6 (914.3 ) 1,833.3    2,811.1 (973.2 ) 1,837.9




Eliminations
   (66.2 ) 66.2 -        (67.8 ) 67.8 -




Total
     $ 11,515.5   $ (1,511.4 )   $ 10,004.1      $ 11,871.3   $ (1,650.1 )   $ 10,221.2


	As of September 30, 2018								As of December 31, 2017
	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	$	1,832.7		$	(598.9	)	$	1,233.8	$	1,758.0		$	(493.7	)	$	1,264.3
Casualty & other⁽¹⁾		7,309.4			(247.9	)		7,061.5		7,370.0			(251.0	)		7,119.0

		9,142.1			(846.8	)		8,295.3		9,128.0			(744.7	)		8,383.3


Insurance Segment
Property		448.5			(173.0	)		275.5		545.9			(225.9	)		320.0
Casualty⁽²⁾		2,154.5			(691.5	)		1,463.0		2,078.6			(671.8	)		1,406.8
Workers’ Compensation		3.1			-			3.1		1.5			-			1.5
All other⁽³⁾		173.6			(72.4	)		101.2		185.1			(75.5	)		109.6

		2,779.7			(936.9	)		1,842.8		2,811.1			(973.2	)		1,837.9

Eliminations		(66.9	)		66.9			-		(67.8	)		67.8			-

Total	$	11,854.9		$	(1,716.8	)	$	10,138.1	$	11,871.3		$	(1,650.1	)	$	10,221.2

(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; 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 commercialmulti-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 ~~June~~September 30, 2018 and December 31, 2017. Gross and net loss and LAE reserves as of ~~June~~September 30, 2018 decreased from December 31, 2017, primarily reflecting payments on catastrophe losses incurred in 2017 and favorable prior accident year loss reserve ~~development.~~development, partially offset by catastrophe losses in September 2018. Such 2018 catastrophe losses, net of reinsurance, include $87.7 million related to Typhoon Jebi, $80.2 million related to Hurricane Florence and $38.5 million related to Typhoon Trami.

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 premium writings and risk capacity without requiring additional capital. Our reinsurance and insurance subsidiaries purchase reinsurance and retrocessional coverages from highly-ratedthird-party reinsurers. 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 ~~June~~September 30, 2018, our reinsurance and insurance subsidiaries had total reinsurance recoverables of ~~$1,602.6~~$1,768.8 million, consisting of ~~$1,511.4~~$1,716.8 million of ceded outstanding loss and LAE and ~~$91.2~~$52.0 million of recoverables on paid losses. See Part I, Item 1, “Business — Reinsurance Protection” of the 2017 Form10-K for additional information on the reinsurance purchased by our reinsurance and insurance subsidiaries.

The following table presents information regarding concentration of our reinsurance recoverables and the ratings profile of our reinsurers as of ~~June~~September 30, 2018:


Reinsurer⁽¹⁾	Rating⁽²⁾	Amount		Percentage		Rating⁽²⁾	Amount		Percentage
		($ in millions)					($ in millions)
Swiss Reinsurance Company	A+ (Superior)	$	126.9		7.9%
Syndicates at Lloyd’s of London	A (Excellent)		125.1		7.8%	A (Excellent)	$	126.7		7.2%
PartnerRe Ltd	A (Excellent)		106.1		6.6%	A (Excellent)		112.2		6.3%
Swiss Reinsurance Company						A+ (Superior)		107.7		6.1%
Fairfax Financial Holdings Ltd	A (Excellent)		93.6		5.8%	A (Excellent)		96.0		5.4%
RenaissanceRe Holdings Ltd						A+ (Superior)		89.9		5.1%
W.R. Berkley Corporation	A+ (Superior)		85.6		5.3%	A+ (Superior)		87.7		5.0%
RenaissanceRe Holdings Ltd	A+ (Superior)		85.5		5.3%
Chubb Corporation	A++ (Superior)		79.4		5.0%	A++ (Superior)		79.6		4.5%
Kane SAC Ltd, Rondout Segregated Account⁽³⁾						not rated		75.5		4.3%
Liberty Mutual	A (Excellent)		57.6		3.6%	A (Excellent)		67.7		3.8%
Kane SAC Ltd⁽³⁾	not rated		50.0		3.1%
Hannover Ruck SE	A+ (Superior)		48.1		3.0%
Kane SAC Ltd, Bowery Segregated Account⁽³⁾						not rated		52.1		2.9%
All other reinsurers			744.7		46.6%			873.7		49.4%

Total reinsurance recoverables⁽⁴⁾		$	1,602.6		100.0%		$	1,768.8		100.0%


Secured reinsurance recoverables⁽³⁾			486.3		30.3%		$	613.3		34.7%

(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 7973 percent of our reinsurance recoverables balance as of ~~June~~September 30, 2018 was due from reinsurers having an A.M. Best Company, Inc. financial strength rating of A (Excellent) or higher.

We had no allowance for uncollectible reinsurance as of ~~June~~September 30, 2018.

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 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, OTTI losses on investments, 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 2017 Form10-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 ~~June~~September 30, 2018, we held total marketable securities and cash of ~~$1,299.6~~$1,421.1 million, compared with $1,383.4 million as of December 31, 2017. The ~~decrease~~increase in the ~~six~~nine months ended ~~June~~September 30, 2018 primarily reflects the receipt of dividends from TransRe and RSUI and appreciation in the value of the equity securities held at the holding company-level, partially offset by a special dividend and repurchases of shares of our common stock, each as discussed below, as well as contributions to Alleghany Capital to fund the acquisition of Hirschfeld by its subsidiary W&W|AFCO ~~Steel, partially offset by the receipt of dividends from TransRe and RSUI and an increase in the value of the equity securities held at the holding company-level.~~Steel. The ~~$1,299.6~~$1,421.1 million is comprised of ~~$479.0~~$405.8 million at the Alleghany parent

company, ~~$759.3~~$959.2 million at AIHL and ~~$61.3~~$56.1 million at the TransRe holding company. We also hold certainnon-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 ~~June~~September 30, 2018.

Stockholders’ equity attributable to Alleghany stockholders was approximately ~~$8.4~~$8.6 billion as of ~~June~~September 30, 2018, compared with approximately $8.5 billion as of December 31, 2017. The ~~decrease~~increase in stockholders’ equity in the first ~~six~~nine months of 2018 primarily reflects net earnings, partially offset by a decline in unrealized appreciation on our debt securities portfolio due to an increase in interest rates ~~that occurred~~ in the first ~~six~~nine months of 2018, as well as a special dividend and repurchases of our common stock, all as discussed ~~below, partially offset by net earnings.~~below. As of ~~June~~September 30, 2018, we had ~~14,994,679~~14,918,380 shares of our common stock outstanding, compared with 15,390,500 shares of our common stock outstanding as of December 31, 2017.

Sale of Subsidiary. On September 12, 2017, AIHL signed a definitive agreement to sell PacificComp to CopperPoint Mutual Insurance Company for total cash consideration of approximately $158 million. The transaction closed on December 31, 2017, at which time: (i) approximately $442 million of PacificComp assets, consisting primarily of debt securities, and approximately $316 million of PacificComp liabilities, consisting primarily of loss and LAE reserves, were transferred; and (ii) AIHL recorded anafter-tax gain of approximately $16 million, which included a tax benefit. In connection with the transaction, AIHL Re will continue to provide adverse development reinsurance coverage on PacificComp’spre-acquisition claims, subject to certain terms and conditions. AIHL Re’s obligations, which are guaranteed by Alleghany, are subject to: (i) an aggregate limit of $150.0 million; and (ii) a final commutation and settlement as of December 31, 2024.

Debt.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. See Note 8 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K for additional information on the senior notes.

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.

There were no borrowings under the Credit Agreement from inception through ~~June~~September 30, 2018.

The Credit Agreement replaced our previous four-year credit agreement, or the “Prior Credit Agreement,” which provided for an unsecured revolving credit facility in an aggregate principal amount of up to $200.0 million. The Prior Credit Agreement was terminated on July 31, 2017 in advance of its scheduled October 15, 2017 expiration date. There were no borrowings under the Prior Credit Agreement in the seven months ended July 31, 2017.

Common Stock Repurchases.In November 2015, ~~our~~the Alleghany 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, or the “2015 Repurchase Program.” In June 2018, ~~our~~the Alleghany Board of Directors authorized, upon the completion of the 2015 Repurchase 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 $400.0 million. As of ~~June~~September 30, 2018, we had ~~$527.1~~$481.1 million remaining under both share repurchase authorization programs.

The following table presents the shares of our common stock that we repurchased in the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017 pursuant to the 2015 Repurchase Program:


	Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended September 30,		Nine Months Ended September 30,
	2018	2017	2018	2017	2018	2017	2018	2017
Shares repurchased	368,551	-	403,623	-	76,299	15,916	479,922	15,916
Cost of shares repurchased (in millions)	$ 214.8	$ -	$ 236.1	$ -	$ 46.0	$ 8.5	$ 282.1	$ 8.5
Average price per share repurchased	$ 582.92	$ -	$ 584.96	$ -	$ 602.24	$ 537.14	$ 587.70	$ 537.14

Special Dividend.In February 2018, the Alleghany Board of Directors declared a special dividend of ~~$10~~$10.00 per share for stockholders of record on March 5, 2018. On March 15, 2018, we paid dividends to stockholders totaling $154.0 million.

Investments in Certain Other Invested Assets.In December 2012, TransRe obtained an ownership interest in Pillar ~~Capital~~ Holdings, ~~Limited, or “Pillar Holdings,”~~ aBermuda-based insurance asset manager focused on collateralized reinsurance and catastropheinsurance-linked securities. Additionally,

TransRe invested $175.0 million and AIHL invested $25.0 million in limited partnership funds managed by Pillar Holdings, or the “Funds.” The objective of the Funds is to create portfolios with attractive ~~risk-reward~~risk- reward characteristics and low correlation with other asset classes, using the extensive reinsurance and capital market experience of the principals of Pillar Holdings. 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. Our potential maximum loss in the Pillar Investments is limited to our cumulative net investment. As of ~~June~~September 30, 2018, our carrying value in the Pillar Investments, as determined under the equity method of accounting, was ~~$219.8~~$201.3 million, which is net of returns of capital received from the Pillar Investments.

In July 2013, AIHL invested $250.0 million in Ares, an asset manager, in exchange for a 6.25 percent equity stake in Ares, with an agreement to engage Ares to manage up to $1.0 billion in certain investment strategies. In May 2014, Ares completed an initial public offering of its common units. Upon completion of the initial public offering, Alleghany’s equity investment in Ares converted into limited ~~partner~~partnership interests in certain Ares subsidiaries that were convertible into Ares common units. On March 15, 2018, most of AIHL’s limited ~~partner~~partnership interests were converted into Ares common units. As a result of the conversion and with respect to the limited partnership interests that were converted into Ares common units, AIHL: (i) reclassified its converted interests from other invested assets to equity securities; (ii) increased its carrying value to $208.2 million to reflect the fair value of Ares common units; and (iii) recorded the $45.7 million increase in carrying value as a realized capital gain as of March 15, 2018. As a result of the conversion and with respect to the unconverted limited partnership interests, AIHL: (i) changed its accounting from the equity method to fair value; (ii) increased its carrying value to $58.7 million to reflect the fair value of Ares limited partnership interests; and (iii) recorded the $12.9 million increase in carrying value as a component of net investment income as of March 15, 2018. On September 24, 2018, AIHL’s remaining Ares limited partnership interests were converted into Ares common units and, as a result, AIHL reclassified the remaining $56.9 million of its converted interests from other invested assets to equity securities.

Investments in Commercial Mortgage Loans.As of ~~June~~September 30, 2018, the carrying value of our commercial mortgage loan portfolio was ~~$695.8~~$695.9 million, representing the unpaid principal balance on the loans. As of ~~June~~September 30, 2018, there was no allowance for loan losses. 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, mature in two to ten years from loan origination and the principal amounts of the loans were no more than approximatelytwo-thirds of the property’s appraised value at the time the loans were made.

Energy Holdings.As of ~~June~~September 30, 2018, we had holdings of ~~$920.0~~$896.8 million, comprised of ~~$289.6~~$294.0 million of debt securities, ~~$487.1~~$483.5 million of equity securities and ~~$143.3~~$119.3 million of ~~our~~Alleghany’s equity attributable to SORC.

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 ~~June~~September 30, 2018.

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.

With respect to corporate activities, SORC has relied on Alleghany almost entirely to support its operations. From its formation in 2011 through ~~June~~September 30, 2018, we have invested ~~$288.6~~$293.8 million in SORC.

Consolidated Investment Holdings

Investment Strategy and Holdings.Our investment strategy seeks to preserve principal and maintain liquidity while trying to maximize ourrisk-adjusted,after-tax rate of return. 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, for example, to satisfy claims due to catastrophe losses. Our consolidated investment portfolio currently 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 Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings, Inc. In this regard, the overallweighted-average credit quality rating of our debt securities portfolio as of ~~June~~September 30, 2018 and December 31, 2017 wasAA-. Although ~~many~~a portion of our debt securities, which consist predominantly of municipal bonds, are insured bythird-party financial guaranty insurance companies, the impact of such insurance was not significant to the debt securities credit quality rating as of ~~June~~September 30, 2018. The following table presents the ratings of our debt securities portfolio as of ~~June~~September 30, 2018:


	Ratings as of June 30, 2018												Ratings as of September 30, 2018
	AAA / Aaa		AA / Aa		A		BBB / Baa		Below BBB / Baa or Not Rated⁽¹⁾		Total		AAA / Aaa			AA / Aa			A			BBB / Baa			Below BBB / Baa or Not Rated⁽¹⁾			Total
	($ in millions)												($ in millions)
U.S. Government obligations	$	-	$	993.6	$	-	$	-	$	-	$	993.6	$	-		$	1,028.6		$	-		$	-		$	-		$	1,028.6
Municipal bonds		261.5		1,879.7		583.7		116.7		0.9		2,842.5		253.0			1,693.4			542.6			114.4			0.9			2,604.3
Foreign government obligations		465.9		277.4		180.5		9.1		-		932.9		458.6			259.4			174.9			9.1			-			902.0
U.S. corporate bonds		9.5		102.4		844.4		1,012.7		439.4		2,408.4		12.5			99.0			856.4			1,038.4			437.4			2,443.7
Foreign corporate bonds		320.5		143.0		550.4		332.3		66.2		1,412.4		319.3			154.2			556.4			330.7			58.2			1,418.8
Mortgage and asset-backed securities:
Residential mortgage-backed securities (“RMBS”)		15.1		1,089.6		-		49.0		7.0		1,160.7		15.1			1,045.1			-			48.5			6.9			1,115.6
Commercial mortgage-backed securities (“CMBS”)		155.5		316.2		67.6		1.1		0.2		540.6		155.1			308.2			59.6			1.0			-			523.9
Other asset-backed securities		687.8		417.7		350.0		404.8		4.5		1,864.8		833.9			422.3			352.0			417.6			8.5			2,034.3

Total debt securities	$	1,915.8	$	5,219.6	$	2,576.6	$	1,925.7	$	518.2	$	12,155.9	$	2,047.5		$	5,010.2		$	2,541.9		$	1,959.7		$	511.9		$	12,071.2


Percentage of debt securities		15.8%		42.9%		21.2%		15.8%		4.3%		100.0%		17.0	%		41.5	%		21.1	%		16.2	%		4.2	%		100.0	%

(1)

Consists of ~~$161.0~~$157.2 million of securities rated BB / Ba, ~~$226.9~~$209.8 million of securities rated B, ~~$38.2~~$44.8 million of securities rated CCC, ~~$2.6~~$0.4 million of securities rated CC, ~~$3.1~~$4.3 million of securities rated below CC and ~~$86.4~~$95.4 million ofnot-rated securities.

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 AFS.

Effective duration measures a portfolio’s sensitivity to changes in interest rates. In this regard, as of ~~June~~September 30, 2018 and December 31, 2017, our debt securities portfolio had an effective duration of approximately 4.3 years and 4.4 years, respectively. As of ~~June~~September 30, 2018, approximately ~~$3.4~~$3.2 billion, or 2827 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 Form10-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.

On a consolidated basis, our invested assets ~~decreased~~increased to approximately ~~$18.6~~$19.0 billion as of ~~June~~September 30, 2018 from approximately $18.8 billion as of December 31, 2017, primarily reflecting appreciation in the fair value of equity securities, partially offset by a decline in unrealized appreciation on our debt securities portfolio due to an increase in interest rates ~~that occurred~~ in the first ~~six~~nine months of 2018,

contributions to Alleghany Capital to fund the acquisition of Hirschfeld by its subsidiary, W&W|AFCO Steel, and repurchases of shares of our common stock, ~~partially offset by an increase in the fair value of equity securities,~~ all as discussed above. The special dividend was funded by the proceeds from the sale of PacificComp at December 31, 2017.

Fair Value.The following table presents the carrying values and estimated fair values of our consolidated financial instruments as of ~~June~~September 30, 2018 and December 31, 2017:


	June 30, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value		September 30, 2018					December 31, 2017
	($ in millions)								Carrying Value			Fair Value		Carrying Value		Fair Value
									($ in millions)
Assets											��

Investments (excluding equity method investments and loans)⁽¹⁾	$	17,401.1	$	17,401.1	$	17,406.5	$	17,406.5	$	17,791.3		$	17,791.3	$	17,406.5	$	17,406.5

Liabilities

Senior Notes and other debt⁽²⁾	$	1,569.4	$	1,697.6	$	1,484.9	$	1,614.6	$	1,581.7		$	1,701.8	$	1,484.9	$	1,614.6

(1)

(2)	See Note 8 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K for additional information on the senior notes and other debt.

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 not 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.

Although we are responsible for the determination of the fair value of our financial assets and the supporting methodologies and assumptions, we employthird-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 generallynon-binding, from brokers who are knowledgeable about these securities or by employing widely accepted internal valuation models.

Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted internal valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models take into account, among other things, market observable information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other market observable data is limited, the extent to which judgment is applied in determining fair value is greatly increased.

The three-tiered hierarchy used in management’s determination of fair value is broken down into three levels based on the reliability of inputs as follows:

Level 1: Valuations are based on unadjusted quoted prices in active markets that we have the ability to access for identical, unrestricted assets and do not involve any meaningful degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Our Level 1 assets include publicly traded common stocks and mutual funds (which are included on the balance sheet in equity securities) where our valuations are based on quoted market prices.

Level 2: Valuations are based on direct and indirect observable inputs other than quoted market prices included in Level 1. Level 2 inputs include quoted prices for similar assets in active markets and inputs other than quoted prices that are observable for the asset, such as the terms of the security andmarket-based inputs. Terms of the security include coupon, maturity date and any special provisions that may, for example, enable the investor, at its election, to redeem the security prior to its scheduled maturity date (such provisions may apply to all debt securities except U.S. Government obligations). Market-based inputs include interest rates and yield curves that are observable at commonly quoted intervals and current credit rating(s) of the security. Market-based inputs may also include credit spreads of all debt securities except U.S. Government obligations, and currency rates for certain foreign government obligations and foreign corporate bonds denominated in foreign currencies. Fair values are determined using a market approach that relies on the securities’ relationships to quoted prices for similar assets in active markets, as well as the other inputs described above. In determining the fair values for the vast majority of CMBS and otherasset-backed securities, as well as a small portion of RMBS, an income approach is used to corroborate and further support the fair values determined by the market approach. The income approach primarily involves developing a discounted cash flow model using the future projected cash flows of the underlying collateral, and the terms of the security. Level 2 assets generally include short-term investments and most debt securities. Our Level 2 liabilities consist of the senior notes.

Level 3: Valuations are based on techniques that use significant inputs that are unobservable. The valuation of Level 3 assets requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, we consider factors specific to the asset. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assets classified as Level 3 principally include certain RMBS, other asset-backed securities (primarily, collateralized loan obligations), U.S. and foreign corporate bonds (including privately issued securities), partnership investments andnon-marketable equity investments.

Mortgage-backed and asset-backed securities are initially valued at the transaction price. Subsequently, we use widely accepted valuation practices that produce a fair value measurement. The vast majority of fair values are determined using an income approach. The income approach primarily involves developing a discounted cash flow model using the future projected cash flows of the underlying collateral, as well as other inputs described below. A few Level 3 valuations are based entirely on~~non-binding~~ ~~broker quotes. These securities consist primarily of mortgage-backed~~ and asset-backed securities are initially valued at the transaction price. Subsequently, we use widely accepted valuation practices that produce a fair value measurement. The vast majority of fair values are determined using an income approach. The income approach primarily involves developing a discounted cash flow model using the future projected cash flows of the underlying collateral, as well as other inputs described below. A few Level 3 valuations are based entirely onnon-binding broker quotes. These securities consist primarily ofmortgage-backed andasset-backed securities where reliable pool and loan level collateral information cannot be reasonably obtained, and as such, an income approach is not feasible.

Since Level 3 valuations are based on techniques that use significant inputs that are unobservable with little or no market activity, the fair values under the market approach for Level 3 securities are less credible than under the income approach; however, the market approach, where feasible, is used to corroborate the fair values determined by the income approach. The market approach primarily relies on the securities’ relationships to quoted transaction prices for similarly structured instruments. To the extent that transaction prices for similarly structured instruments are not available for a particular security, other market approaches are used to corroborate the fair values determined by the income approach, including option adjusted spread analyses.

Unobservable inputs, significant to the measurement and valuation of mortgage-backed and asset-backed securities, are generally used in the income approach, and include assumptions about prepayment speed and collateral performance, including default, delinquency and loss severity rates. Significant changes to any one of these inputs, or combination of inputs, could significantly change the fair value measurement for these securities.

The impact of prepayment speeds on fair value is dependent on a number of variables including whether the securities were purchased at a premium or discount. A decrease in interest rates generally increases the assumed rate of prepayments, and an increase in interest rates generally decreases the assumed speed of prepayments. Increased prepayments increase the yield on securities purchased at a discount and reduce the yield on securities purchased at a premium. In a decreasing prepayment environment, yields on securities purchased at a discount are reduced but are increased for securities purchased at a premium. Changes in default assumptions on underlying collateral are generally accompanied by directionally similar changes in other collateral performance factors, but generally result in a directionally opposite change in prepayment assumptions.

~~Our Level 3 liabilities consist of the debt of Alleghany Capital’s operating subsidiaries.~~

Unobservable inputs, significant to the measurement and valuation ofmortgage-backed andasset-backed securities, are generally used in the income approach, and include assumptions about prepayment speed and collateral performance, including default, delinquency and loss severity rates. Significant changes to any one of these inputs, or combination of inputs, could significantly change the fair value measurement for these securities.

Our Level 3 liabilities consist of the debt of Alleghany Capital’s operating subsidiaries.

We employ specific control processes to determine the reasonableness of the fair values of our financial assets and liabilities. Our 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. We assess the reasonableness of individual security values received from valuation service providers through various analytical techniques. In addition, we validate the reasonableness of fair values by comparing information obtained from our valuation service providers to other third-party valuation sources for selected securities. We also validate 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.

In addition to such procedures, we review the reasonableness of our classification of securities within thethree-tiered hierarchy to ensure that the classification is consistent with GAAP.

The following tables present the estimated fair values of our financial instruments measured at fair value and the level of the fair value hierarchy of inputs used as of ~~June~~September 30, 2018 and December 31, 2017:


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	($ in millions)								($ in millions)
As of June 30, 2018
As of September 30, 2018
Equity securities:
Common stock	$	4,704.2	$	3.6	$	-	$	4,707.8	$	5,016.7	$	3.5	$	-	$	5,020.2
Preferred stock		-		-		6.3		6.3		-		-		8.4		8.4

Total equity securities		4,704.2		3.6		6.3		4,714.1		5,016.7		3.5		8.4		5,028.6


Debt securities:
U.S. Government obligations		-		993.6		-		993.6		-		1,028.6		-		1,028.6
Municipal bonds		-		2,842.5		-		2,842.5		-		2,604.3		-		2,604.3
Foreign government obligations		-		932.9		-		932.9		-		902.0		-		902.0
U.S. corporate bonds		-		2,040.6		367.8		2,408.4		-		2,040.7		403.0		2,443.7
Foreign corporate bonds		-		1,317.6		94.8		1,412.4		-		1,310.4		108.4		1,418.8
Mortgage and asset-backed securities:
RMBS⁽¹⁾		-		1,160.7		-		1,160.7		-		1,115.6		-		1,115.6
CMBS		-		540.6		-		540.6		-		523.9		-		523.9
Other asset-backed securities⁽²⁾		-		640.8		1,224.0		1,864.8		-		654.4		1,379.9		2,034.3

Total debt securities		-		10,469.3		1,686.6		12,155.9		-		10,179.9		1,891.3		12,071.2


Short-term investments		-		472.8		-		472.8		-		690.6		-		690.6

Other invested assets⁽³⁾		-		-		58.3		58.3		-		-		0.9		0.9

Total investments (excluding equity method investments and loans)	$	4,704.2	$	10,945.7	$	1,751.2	$	17,401.1	$	5,016.7	$	10,874.0	$	1,900.6	$	17,791.3


Senior Notes and other debt	$	-	$	1,512.2	$	185.4	$	1,697.6	$	-	$	1,504.1	$	197.7	$	1,701.8


	Level 1		Level 2		Level 3		Total
	($ in millions)
As of December 31, 2017
Equity securities:
Common stock	$	4,090.7	$	3.8	$	-	$	4,094.5
Preferred stock		-		3.1		1.9		5.0

Total equity securities		4,090.7		6.9		1.9		4,099.5


Debt securities:
U.S. Government obligations		-		948.0		-		948.0
Municipal bonds		-		3,682.1		-		3,682.1
Foreign government obligations		-		1,006.6		-		1,006.6
U.S. corporate bonds		-		2,173.0		260.0		2,433.0
Foreign corporate bonds		-		1,424.6		75.2		1,499.8
Mortgage and asset-backed securities:
RMBS⁽¹⁾		-		833.8		161.8		995.6
CMBS		-		550.1		1.6		551.7
Other asset-backed securities⁽²⁾		-		503.3		1,101.3		1,604.6

Total debt securities		-		11,121.5		1,599.9		12,721.4


Short-term investments		-		578.1		-		578.1

Other invested assets⁽³⁾		-		-		7.5		7.5

Total investments (excluding equity method investments and loans)	$	4,090.7	$	11,706.5	$	1,609.3	$	17,406.5


Senior Notes and other debt	$	-	$	1,513.6	$	101.0	$	1,614.6

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

(2)	Includes ~~$1,224.0~~$1,368.9 million and $1,101.3 million of collateralized loan obligations as of ~~June~~September 30, 2018 and December 31, 2017, respectively.

(3)	Includes partnership andnon-marketable equity investments accounted for at fair value, and excludes investments accounted for using the equity method.

Municipal Bonds.The following table provides the fair value of our municipal bonds as of ~~June~~September 30, 2018, 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																							Special Revenue
State		Education		Hospital		Housing		Lease Revenue		Special Tax		Transit		Utilities		All Other Sources		Total Special Revenue		Total General Obligation		Total Fair Value			Education		Hospital		Housing		Lease Revenue		Special Tax		Transit		Utilities		All Other Sources		Total Special Revenue		Total General Obligation		Total Fair Value
		($ in millions)																							($ in millions)
New York		$	18.0	$	-	$	-	$	-	$	104.6	$	89.8	$	35.8	$	18.1	$	266.3	$	9.3	$	275.6		$	9.7	$	-	$	-	$	-	$	102.8	$	76.0	$	32.0	$	7.3	$	227.8	$	9.2	$	237.0
Texas			25.1		-		0.2		-		10.6		51.2		73.4		2.3		162.8		69.3		232.1			24.9		-		0.2		-		7.9		42.2		72.5		2.3		150.0		65.1		215.1
California			8.6		43.9		-		2.5		1.3		35.2		70.0		-		161.5		60.1		221.6			8.4		43.4		-		2.5		1.3		27.6		69.2		-		152.4		58.5		210.9
Massachusetts			18.9		5.5		6.8		-		30.2		30.0		27.6		0.3		119.3		75.7		195.0			18.6		5.4		6.7		-		29.8		29.7		25.8		0.3		116.3		72.6		188.9
Washington			-		-		1.7		-		11.7		13.0		30.7		2.3		59.4		49.9		109.3			-		-		1.7		-		8.9		10.9		30.3		2.2		54.0		49.1		103.1
Pennsylvania			2.4		1.4		10.3		-		-		26.1		1.1		14.7		56.0		36.6		92.6			2.4		1.4		10.2		-		-		33.3		1.1		14.4		62.8		36.2		99.0
District of Columbia			4.7		-		-		-		62.9		13.1		3.9		-		84.6		7.1		91.7
Ohio			43.3		0.6		0.1		-		2.1		-		24.1		3.1		73.3		18.1		91.4			42.8		0.6		0.1		-		2.0		-		23.8		3.0		72.3		17.9		90.2
Florida																										-		0.3		3.6		-		11.0		30.4		14.5		10.6		70.4		10.8		81.2
Colorado			23.7		16.1		-		10.1		2.4		8.0		6.2		-		66.5		17.2		83.7			23.0		14.8		-		9.9		2.4		6.5		6.1		-		62.7		16.9		79.6
New Jersey			28.3		-		-		-		-		16.4		-		32.4		77.1		-		77.1			27.9		-		-		-		-		16.4		-		32.3		76.6		-		76.6
All other states			125.6		96.8		24.7		52.5		83.1		80.6		130.5		149.6		743.4		193.7		937.1			109.8		90.3		28.4		51.7		112.5		65.2		119.4		133.3		710.6		174.4		885.0

Total		$	298.6	$	164.3	$	43.8	$	65.1	$	308.9	$	363.4	$	403.3	$	222.8	$	1,870.2	$	537.0		2,407.2		$	267.5	$	156.2	$	50.9	$	64.1	$	278.6	$	338.2	$	394.7	$	205.7	$	1,755.9	$	510.7		2,266.6

Total advanced refunded / escrowed maturity funds	Total advanced refunded / escrowed maturity funds																						435.3	Total advanced refunded / escrowed maturity funds																						337.7

Total municipal bonds	Total municipal bonds																					$	2,842.5	Total municipal bonds																					$	2,604.3

Recent Accounting Standards

Recently Adopted

In February 2018, the Financial Accounting Standards Board, or the “FASB,” issued guidance on certain tax effects caused by the Tax Act, which was signed into law on December 22, 2017. The Tax Act, among other things, reduced the U.S. corporate federal income tax rate from 35.0 percent to 21.0 percent, effective January 1, 2018 for the 2018 tax year. Under such circumstances, GAAP

requires that the value of deferred

tax assets and liabilities be reduced through tax expense. The new guidance provides an option to reclassify any stranded tax amounts that remain in accumulated other comprehensive income to retained earnings, either retrospectively or at the beginning of the period in which the adoption is elected. This guidance became effective in the first quarter of 2018 for public entities, with early adoption permitted in 2017. We adopted this new guidance in the first quarter of 2018 and have elected to reclassify stranded tax amounts that remain in accumulated other comprehensive income, in the amount of approximately $135 million, to retained earnings as of January 1, 2018. See Note 7(b) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for further information on accumulated other comprehensive income, and see Note 9 to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K for additional information on the Tax Act and its impact on Alleghany.

In March 2017, the FASB issued guidance that reduces the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The guidance applies specifically to noncontingent call features that are callable at a predetermined and fixed price and date. The accounting for purchased callable debt securities held at a discount is not affected. This guidance is effective in the first quarter of 2019 for public entities with early adoption permitted. We adopted this guidance in the fourth quarter of 2017 and recorded a cumulative effect reduction of approximately $13 million directly to opening 2017 retained earnings and an offsetting increase in opening 2017 accumulated other comprehensive income. The implementation did not have a material impact on our results of operations and financial condition. See Note 7(b) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for further information on accumulated other comprehensive income.

In May 2014, the FASB, together with the International Accounting Standards Board, issued guidance on the recognition of revenue from contracts with customers. Under this guidance, revenue is recognized as the transfer of goods and services to customers takes place and in amounts that reflect the payment or payments that are expected to be received from the customers for those goods and services. This guidance also requires new disclosures about revenue. Revenues related to insurance and reinsurance contracts and revenues from investments are not impacted by this guidance, whereas noninsurance revenues arising from the sale of manufactured goods and services is generally included within the scope of this guidance. This guidance, and all related amendments, became effective in the first quarter of 2018 for public entities, with early adoption permitted in 2017. We adopted this guidance in the first quarter of 2018 using the modified retrospective transition approach and the implementation did not have a material impact on our results of operations and financial condition. See Note 10 to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for further information on Alleghany’s noninsurance revenues.

In January 2016, the FASB issued guidance that changes the recognition and measurement of certain financial instruments. This guidance requires investments in equity securities (except those accounted for under the equity method of accounting, but including partnership investments not accounted for under the equity method) to be measured at fair value with changes in fair value recognized in net earnings. For equity securities that do not have readily determinable fair values, measurement may be at cost, adjusted for any impairment and changes resulting from observable price changes for a similar investment of the same issuer. This guidance also changes the presentation and disclosure of financial instruments by: (i) requiring that financial instrument disclosures of fair value use the exit price notion; (ii) requiring separate presentation of financial assets and financial liabilities by measurement category and form, either on the balance sheet or the accompanying notes to the financial statements; (iii) requiring separate presentation in other comprehensive income for the portion of the change in a liability’s fair value resulting from instrument-specific credit risk when an election has been made to measure the liability at fair value; and (iv) eliminating the requirement to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. This guidance is effective for fiscal years beginning after December 15, 2017 for public entities, including interim periods within those fiscal years. Except for the change in presentation for instrument-specific credit risk, this guidance does not permit early adoption. We adopted this guidance in the first quarter of 2018. As of January 1, 2018, approximately $736 million of net unrealized gains of equity securities, net of deferred taxes, were reclassified from accumulated other comprehensive income to retained earnings. Subsequently, all changes in unrealized gains or losses of equity securities, net of deferred taxes, were presented in the Consolidated Statements of Earnings rather than the Consolidated Statements of Comprehensive Income, under the caption “change in the fair value of equity securities.” Results arising from partnership investments, whether accounted for under the equity method or at fair value, continue to be reported as a component of net investment income. The implementation did not have a material impact on our financial condition. See Note 3 to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for further information on Alleghany’s equity securities, and Note 7(b) to Notes to Unaudited Consolidated Financial Statements set forth in Part I, Item 1, “Financial Statements” of this Form10-Q for further information on accumulated other comprehensive income.

Future Application of Accounting Standards

quarter of 2019 for public entities, with early adoption permitted. A modified retrospective

transition approach is required for all leases in existence as of, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We will adopt this guidance in the first quarter of 2019 and do not currently believe that the implementation will have a material impact on our results of operations and financial condition. See Note 12(b) to Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data” of the 2017 Form10-K for further information on Alleghany’s leases.

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. Estimates of expected credit losses are to be based on historical experience, current conditions and reasonable and supportable forecasts. Credit losses for securities accounted for on an AFS basis are to be measured in a manner similar to GAAP as currently applied and cannot exceed the amount by which the fair value is less than the amortized cost. 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 is effective in the first quarter of 2020 for public entities, with early adoption permitted. We will adopt this guidance in the first quarter of 2020 and do not currently believe that the implementation will have a material impact on our results of operations and financial condition.

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 is effective in the first quarter of 2020 for public entities, with early adoption permitted. We will adopt this guidance in the first quarter of 2020 and do not currently believe that the implementation will have a material impact on our 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 2017 Form10-K for further information on our goodwill.

In August 2017, the FASB issued guidance that simplifies the requirements to achieve hedge accounting, better reflects the economic results of hedging in the financial statements and improves the alignment between hedge accounting and a company’s risk management activities. This guidance is effective in the first quarter of 2019 for public entities, with early adoption permitted. We will adopt this guidance in the first quarter of 2019 and do not currently believe that the implementation will have a material impact on our results of operations and financial condition.

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 entities 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 is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted with respect to any eliminated or modified disclosures. We will adopt this guidance in the first quarter of 2020 and we do not currently believe that the implementation will have a material impact on our results of operations and financial condition.

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 AFS. 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 relating 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 ~~June~~September 30, 2018 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 ~~June~~September 30, 2018 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		-300		-200		-100		0		100		200		300
							($ in millions)														($ in millions)
Assets:
Debt securities, fair value	$	13,643.8	$	13,214.7	$	12,687.1	$	12,155.9	$	11,636.8	$	11,142.1	$	10,677.7	$	13,589.8	$	13,119.0	$	12,593.9		$ 12,071.2	$	11,560.6	$	11,075.3	$	10,620.2
Estimated change in fair value		1,487.9		1,058.8		531.2		-		(519.1)		(1,013.8)		(1,478.2)		1,518.6		1,047.8		522.7		-		(510.6)		(995.9)		(1,451.0)

Liabilities:
Senior Notes and other debt, fair value	$	2,160.8	$	1,980.4	$	1,828.5	$	1,697.6	$	1,589.7	$	1,495.2	$	1,413.4	$	2,148.6	$	1,974.2	$	1,826.7		$ 1,701.8	$	1,594.8	$	1,502.8	$	1,423.4
Estimated change in fair value		463.2		282.8		130.9		-		(107.9)		(202.4)		(284.2)		446.8		272.4		124.9		-		(107.0)		(199.0)		(278.4)

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 ~~June~~September 30, 2018 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 June 30, 2018
As of September 30, 2018							As of September 30, 2018
($ in millions)	($ in millions)						($ in millions)
Estimated Fair Value		Hypothetical Price Change	Estimated Fair Value After Hypothetical Change in Price		Hypothetical Percantage Increase (Decrease) in Stockholders’ Equity			Hypothetical Price Change	Estimated Fair Value After Hypothetical Change in Price		Hypothetical Percantage Increase (Decrease) in Stockholders’ Equity
$ 4,714.1		20% Increase	$	5,656.9		8.9%
$ 5,028.6								20% Increase	$	6,034.3		9.2%
		20% Decrease		3,771.3		(8.9%)		20% Decrease		4,022.9		(9.2%)

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 ~~$362.9~~$370.1 million as of ~~June~~September 30, 2018.

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 ~~June~~September 30, 2018, the largest foreign currency exposures for these foreign operations were the Euro ~~the Canadian Dollar, the Japanese Yen~~ and the ~~Australian~~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 ~~June~~September 30, 2018 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 June 30, 2018

As of September 30, 2018

($ in millions)

Estimated

Fair Value

Hypothetical Price
Change

Estimated Fair Value
After Hypothetical
Change in Price

Hypothetical
Percantage Increase
(Decrease) in
Stockholders’ Equity

Hypothetical Price
Change

Estimated Fair Value
After Hypothetical
Change in Price

Hypothetical
Percantage Increase
(Decrease) in
Stockholders’ Equity

$ 298.3⁽¹⁾

20% Increase

358.0

0.6%

$ 48.1⁽¹⁾

20% Increase

57.7

0.1%

20% Decrease

238.6

(0.6%)

20% Decrease

38.5

(0.1%)

(1)	Denotes a net asset position as of ~~June~~September 30, 2018.

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 Form10-Q pursuant to Rule13a-15(e) or15d-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 ~~June~~September 30, 2018 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

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 2017 Form10-K.

Item 1A. Risk Factors.

There are no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors” of the 2017 Form10-K. Please refer to that section for disclosures regarding what we believe are the more significant risks and uncertainties related to our businesses.

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

The following table presents our common stock repurchases for the quarter ended ~~June~~September 30, 2018:

  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)
April 1 to April 30
101,708   $         592.31 101,708   $           281.7
May 1 to May 31
155,482 576.25 155,482 192.1
June 1 to June 30
111,361 583.65 111,361 527.1

Total
368,551 582.92 368,551


	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 July 31		60,390	$	592.35		60,390	$	491.3
August 1 to August 31		2,137		631.32		2,137		490.0
September 1 to September 30		13,772		641.09		13,772		481.1

Total		76,299		602.24		76,299

(1)

In November 2015, ~~our~~the Alleghany Board of Directors authorized the repurchase of shares of common stock, at such times and at prices as management determines to be advisable, up to an aggregate of $400.0 million. In June 2018, ~~our~~the Alleghany Board of Directors authorized, upon the completion of the previously announced program, 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 $400.0 million.

Item 6. Exhibits.


Exhibit Number		Description

31.1		Certification of the Chief Executive Officer of the Company pursuant to Rule13a-14(a) or Rule15(d)-14(a) of the Exchange Act.

31.2		Certification of the Chief Financial Officer of the Company pursuant to Rule13a-14(a) or Rule15(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 Form10-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 Form10-Q.

101		Interactive Data Files formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~June~~September 30, 2018 and December 31, 2017; (ii) Consolidated Statements of Earnings and Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017; (iii) Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2018 and 2017; and (iv) Notes to Unaudited Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements ~~of Section 13 or 15(d)~~ 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: ~~August 2,~~November 1, 2018	By:	/s/ John L. Sennott, Jr.
		John L. Sennott, Jr.
		Senior Vice President and chief financial officer
		(principal financial officer)

7174


	Reinsurance Segment						Insurance Segment
Three Months Ended June 30, 2017	Property		Casualty & Other⁽¹⁾		Total		RSUI		Cap Specialty		Pacific Comp		Total		Subtotal			Alleghany Capital			Total Segments			Corporate Activities⁽²⁾			Consolidated
													($ in millions)
Gross premiums written	$	369.1	$	676.3	$	1,045.4	$	295.1	$	73.3	$	41.9	$	410.3	$	1,455.7		$	-		$	1,455.7		$	(5.7	)	$	1,450.0
Net premiums written		317.2		661.6		978.8		204.6		68.4		41.3		314.3		1,293.1			-			1,293.1			-			1,293.1
Net premiums earned		270.5		686.9		957.4		178.5		64.1		43.9		286.5		1,243.9			-			1,243.9			-			1,243.9
Net loss and LAE		122.9		450.1		573.0		93.8		35.6		32.5		161.9		734.9			-			734.9			-			734.9
Commissions, brokerage and other underwriting expenses		87.9		234.3		322.2		53.0		27.2		11.3		91.5		413.7			-			413.7			-			413.7

Underwriting profit⁽³⁾	$	59.7	$	2.5	$	62.2	$	31.7	$	1.3	$	0.1	$	33.1		95.3			-			95.3			-			95.3

Net investment income																98.0			0.2			98.2			3.5			101.7
Change in the fair value of equity securities																-			-			-			-			-
Net realized capital gains																9.2			0.2			9.4			(0.1	)		9.3
Other than temporary impairment losses																(3.8	)		-			(3.8	)		-			(3.8	)
Noninsurance revenue																3.3			192.8			196.1			6.7			202.8
Other operating expenses																25.9			189.4			215.3			9.9			225.2
Corporate administration																0.8			-			0.8			13.6			14.4
Amortization of intangible assets																(0.4	)		5.0			4.6			-			4.6
Interest expense																6.8			1.0			7.8			13.2			21.0

Earnings (losses) before income taxes															$	168.9		$	(2.2	)	$	166.7		$	(26.6	)	$	140.1


	Reinsurance Segment						Insurance Segment
Six Months Ended June 30, 2018	Property		Casualty & Other⁽¹⁾		Total		RSUI		Cap Specialty		Total		Subtotal			Alleghany Capital		Total Segments			Corporate Activities⁽²⁾			Consolidated
											($ in millions)
Gross premiums written	$	742.3	$	1,445.0	$	2,187.3	$	593.4	$	163.2	$	756.6	$	2,943.9		$	-	$	2,943.9		$	(12.4	)	$	2,931.5
Net premiums written		581.0		1,392.7		1,973.7		403.8		151.7		555.5		2,529.2			-		2,529.2			-			2,529.2
Net premiums earned		567.2		1,374.3		1,941.5		365.6		137.7		503.3		2,444.8			-		2,444.8			-			2,444.8
Net loss and LAE		250.1		882.8		1,132.9		202.6		73.3		275.9		1,408.8			-		1,408.8			-			1,408.8
Commissions, brokerage and other underwriting expenses		187.9		452.1		640.0		107.2		61.2		168.4		808.4			-		808.4			-			808.4

Underwriting profit⁽³⁾	$	129.2	$	39.4	$	168.6	$	55.8	$	3.2	$	59.0		227.6			-		227.6			-			227.6

Net investment income														239.4			3.1		242.5			7.9			250.4
Change in the fair value of equity securities														132.7			-		132.7			9.9			142.6
Net realized capital gains														50.7			0.5		51.2			(0.2	)		51.0
Other than temporary impairment losses														(0.5	)		-		(0.5	)		-			(0.5	)
Noninsurance revenue														10.4			571.7		582.1			12.3			594.4
Other operating expenses														37.0			554.4		591.4			16.7			608.1
Corporate administration														0.5			-		0.5			21.4			21.9
Amortization of intangible assets														-			11.2		11.2			-			11.2
Interest expense														13.6			3.6		17.2			26.6			43.8

Earnings (losses) before income taxes													$	609.2		$	6.1	$	615.3		$	(34.8	)	$	580.5


	Reinsurance Segment							Insurance Segment
Six Months Ended June 30, 2017	Property		Casualty & Other⁽¹⁾			Total		RSUI		Cap Specialty		Pacific Comp			Total		Subtotal			Alleghany Capital			Total Segments			Corporate Activities⁽²⁾			Consolidated
															($ in millions)
Gross premiums written	$	744.5	$	1,356.6		$	2,101.1	$	559.6	$	138.8	$	82.6		$	781.0	$	2,882.1		$	-		$	2,882.1		$	(11.2	)	$	2,870.9
Net premiums written		602.4		1,325.8			1,928.2		387.2		129.4		81.4			598.0		2,526.2			-			2,526.2			-			2,526.2
Net premiums earned		557.3		1,326.2			1,883.5		361.2		126.2		82.2			569.6		2,453.1			-			2,453.1			-			2,453.1
Net loss and LAE		244.7		885.4			1,130.1		174.4		68.7		61.0			304.1		1,434.2			-			1,434.2			-			1,434.2
Commissions, brokerage and other underwriting expenses		178.7		459.0			637.7		107.9		54.9		21.7			184.5		822.2			-			822.2			-			822.2

Underwriting profit (loss)⁽³⁾	$	133.9	$	(18.2	)	$	115.7	$	78.9	$	2.6	$	(0.5	)	$	81.0		196.7			-			196.7			-			196.7

Net investment income																		210.3			0.5			210.8			6.4			217.2
Change in the fair value of equity securities																		-			-			-			-			-
Net realized capital gains																		69.4			0.1			69.5			(0.6	)		68.9
Other than temporary impairment losses																		(7.0	)		-			(7.0	)		-			(7.0	)
Noninsurance revenue																		5.8			337.6			343.4			10.7			354.1
Other operating expenses																		49.1			331.0			380.1			20.2			400.3
Corporate administration																		1.6			-			1.6			29.7			31.3
Amortization of intangible assets																		(0.9	)		9.3			8.4			-			8.4
Interest expense																		13.6			1.8			15.4			26.5			41.9

Earnings (losses) before income taxes																	$	411.8		$	(3.9	)	$	407.9		$	(59.9	)	$	348.0