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8-K - FORM 8-K - ALLEGHANY CORP /DE | y84098e8vk.htm |
EX-10.3 - EX-10.3 - ALLEGHANY CORP /DE | y84098exv10w3.htm |
EX-10.1 - EX-10.1 - ALLEGHANY CORP /DE | y84098exv10w1.htm |
EX-10.2 - EX-10.2 - ALLEGHANY CORP /DE | y84098exv10w2.htm |
Exhibit 99.1
ALLEGHANY CORPORATION REPORTS 2010 FIRST QUARTER RESULTS STOCKHOLDERS EQUITY PER COMMON
SHARE INCREASES 2.3 PERCENT SINCE 2009 YEAR END
NEW YORK, NY, April 22, 2010 Stockholders equity per common share of Alleghany
Corporation (NYSE-Y) at March 31, 2010 was $307.63, an increase of 2.3% from stockholders equity
per common share of $300.69 at December 31, 2009 (all as adjusted for the stock dividend declared
in February 2010), Weston M. Hicks, President and chief executive officer of Alleghany, announced
today. The increase in stockholders equity per common share primarily reflects strong earnings in
the 2010 first quarter. Consolidated cash and invested assets were approximately $4.41 billion at
March 31, 2010, compared with $4.45 billion at December 31, 2009.
Alleghanys 2010 first quarter net earnings were $58.2 million, or $6.44 per common share
(presented on a basic basis throughout), compared with net earnings of $44.6 million, or $4.73 per
common share, in the first quarter of 2009. Net earnings amounts include the following components:
Three months ended March 31 | ||||||||||||||||
Amount | Per Share | |||||||||||||||
(in millions, except per share amounts) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Net catastrophe (losses) after tax* |
$ | 0.3 | $ | (3.1 | ) | $ | 0.03 | $ | (0.36 | ) | ||||||
Net realized capital gains after tax |
$ | 17.2 | $ | 39.3 | $ | 1.90 | $ | 4.57 | ||||||||
Other than temporary impairment
(losses) after tax |
$ | (0.7 | ) | $ | (43.0 | ) | $ | (0.08 | ) | $ | (5.00 | ) |
* | 2010 three month amounts reflect catastrophe reserve releases by RSUI which more than offset total catastrophe losses in the period. |
A summary of Alleghanys results for the three months ended March 31, 2010 and 2009 is as
follows:
Three months ended | ||||||||||||
March 31 | ||||||||||||
(in millions) | 2010 | 2009 | Change | |||||||||
AIHL insurance group (1): |
||||||||||||
Underwriting profit (loss) (2) |
||||||||||||
RSUI |
$ | 36.8 | $ | 42.2 | $ | (5.4 | ) | |||||
CATA |
0.3 | 2.2 | (1.9 | ) | ||||||||
PCC |
(5.4 | ) | (6.6 | ) | 1.2 | |||||||
AIHL Re |
| | | |||||||||
31.7 | 37.8 | (6.1 | ) | |||||||||
Net investment income |
33.4 | 27.0 | 6.4 | |||||||||
Net realized capital gains |
22.7 | 7.5 | 15.2 | |||||||||
Other than temporary impairment
losses (3) |
(1.1 | ) | (66.1 | ) | 65.0 | |||||||
Other income, less other expenses |
(8.4 | ) | (8.4 | ) | | |||||||
Total AIHL insurance group |
78.3 | (2.2 | ) | 80.5 | ||||||||
Corporate activities (4) |
||||||||||||
Net investment income |
(1.9 | ) | | (1.9 | ) | |||||||
Net realized capital gains |
3.8 | 53.0 | (49.2 | ) | ||||||||
Other than temporary impairment
losses (3) |
| | | |||||||||
Other income |
| | | |||||||||
Corporate administration and other
expenses |
5.7 | 0.2 | (5.5 | ) |
Three months ended | ||||||||||||
March 31 | ||||||||||||
(in millions) | 2010 | 2009 | Change | |||||||||
Interest expense |
0.1 | 0.2 | 0.1 | |||||||||
Total Corporate activities |
(3.9 | ) | 52.6 | (56.5 | ) | |||||||
Total |
74.4 | 50.4 | 24.0 | |||||||||
Income taxes |
16.2 | 5.8 | (10.4 | ) | ||||||||
Net earnings |
$ | 58.2 | $ | 44.6 | $ | 13.6 | ||||||
(1) | Alleghany Insurance Holdings LLC (AIHL) the holding company for Alleghanys property and casualty and surety insurance operating units consisting of RSUI Group, Inc. (RSUI), Capitol Transamerica Corporation and Platte River Insurance Company (collectively, CATA) and Pacific Compensation Corporation (PCC), formerly known as Employers Direct Corporation, as well as AIHL Re LLC (AIHL Re). | |
(2) | Represents net premiums earned less loss and loss adjustment expenses and commission, brokerage and other underwriting expenses, all as determined in accordance with GAAP, and does not include net investment income, net realized capital gains, other-than-temporary impairment losses or other income, less other expenses. Please refer to Comment on Regulation G elsewhere herein. | |
(3) | Reflects impairment charges for unrealized losses related to Alleghanys investment portfolio that are required to be charged against earnings as realized losses. | |
(4) | Corporate activities consist of Alleghany Properties Holdings LLC, Alleghanys investments in Homesite Group Incorporated (Homesite) and ORX Exploration, Inc. (ORX), and corporate activities at the parent level. |
2010 first quarter results, compared with 2009 first quarter results, primarily
reflect an increase in AIHLs pre-tax earnings, partially offset by a pre-tax net loss at
Corporate activities. The increase in AIHLs pre-tax earnings primarily reflects:
| a decrease in other-than-temporary impairment losses mainly due to improved equity market conditions in the 2010 first quarter; and | ||
| an increase in net realized capital gains, primarily due to gains on sales of certain energy and financial sector equity securities; |
partially offset by
| a decrease in RSUIs underwriting profit, primarily due to lower net premiums earned and a $7.5 million reserve increase in the 2010 first quarter as a result of an increase in estimated ultimate 2007 accident year losses for the directors and officers liability line of business. |
The pre-tax net loss at Corporate activities in the 2010 first quarter, compared with the
corresponding 2009 period, primarily reflects:
| a decrease in net realized capital gains as a result of the absence of sales of common stock of Burlington Northern Santa Fe Corporation in the 2010 first quarter; | ||
| an increase in corporate administration and other expenses primarily reflecting higher parent-level incentive compensation accruals; and | ||
| a decrease in net investment income, primarily reflecting higher losses related to Alleghanys investments in Homesite and ORX. |
2
Mr. Hicks commented that We are pleased that RSUI and CATA produced underwriting profits in
the 2010 first quarter despite the impact of continued pricing pressure and the weak economy. We
do not expect significant improvement in either of these factors in 2010, and RSUI and CATA will
continue to strive to maintain disciplined pricing in this environment. In April 2010, our
California workers compensation company, Employers Direct, was re-branded as Pacific Compensation
Corporation as part of its plan to re-emerge as an agency carrier during 2010.
On a consolidated basis, the total return on our investments, excluding other invested assets
consisting primarily of our Homesite and ORX investments, was 1.9% in the first quarter of 2010.
Although our equity and fixed income portfolios fell short of their respective benchmarks for the
2010 first quarter, our investment strategy has produced an annualized return of 7.8% since January
1, 2004, a record which is acceptable to us given the current economic circumstances.
Information regarding the pre-tax results of AIHLs operating units is attached as Exhibit
A. During the first quarter of 2010, Alleghany purchased in the open market an aggregate of
26,327 shares of its common stock for approximately $7.5 million, at an average price per share of
$285.53 (such share and average price amounts are not adjusted for the stock dividend declared in
February 2010), pursuant to the previously announced authorization by its Board of Directors to
repurchase up to $300.0 million of Alleghanys common stock. As of April 21, 2010, Alleghany had
9,018,290 shares of its common stock outstanding, adjusted to reflect the stock dividend declared
in February 2010.
Additional information regarding Alleghanys 2010 first quarter results, including
managements discussion and analysis of Alleghanys financial condition and results of operations
for the 2010 first quarter, is contained in Alleghanys Quarterly Report on Form 10-Q for the
period ended March 31, 2010, to be filed with the U.S. Securities and Exchange Commission on or
about May 7, 2010. The Form 10-Q will be available on Alleghanys website at www.alleghany.com and
on the Securities and Exchange Commissions website at www.sec.gov. Readers are urged to review
the Form 10-Q for a more complete discussion of Alleghanys financial performance.
Comment on Regulation G
This press release includes certain non-GAAP financial measures. The reconciliations of such
measures to the most comparable GAAP financial measures are included in Exhibit A of this
press release. Throughout this press release Alleghany presents its operations in the way it
believes will be most meaningful and useful to the investing public and others who use such
information in evaluating Alleghanys results.
Alleghany shows earnings before income taxes (a GAAP financial measure), as well as
underwriting profit (a non-GAAP financial measure), which is earnings before income taxes, adjusted
to exclude the impact of net investment income, net realized capital gains, other-than-temporary
impairment losses and other income, less other expenses. The presentation of underwriting profit is
intended to enhance the understanding of AIHLs insurance operating units operating results by
highlighting earnings attributable to their underwriting performance. With respect to AIHLs
insurance operating units, earnings before income taxes may show a profit despite an underlying
underwriting loss. If underwriting losses persist over extended periods, an insurance companys
ability to continue as an ongoing concern may be at risk. Investors should consider the non-GAAP
measures contained herein in addition to, and not as a substitute for, measures of financial
performance prepared in accordance with GAAP.
# # #
3
Forward-looking Statements
This release contains disclosures which are forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements
that do not relate solely to historical or current facts, and can be identified by the use of words
such as may, will, expect, project, estimate, anticipate, plan, believe,
potential, should, continue or the negative versions of those words or other comparable
words. These forward-looking statements are based upon Alleghanys current plans or expectations
and are subject to a number of uncertainties and risks that could significantly affect current
plans, anticipated actions and Alleghanys future financial condition and results. These statements
are not guarantees of future performance, and Alleghany has no specific intention to update these
statements. The uncertainties and risks include, but are not limited to, risks relating to
| significant weather-related or other natural or human-made catastrophes and disasters; | ||
| the cyclical nature of the property and casualty insurance industry; | ||
| adverse loss development for events insured by Alleghanys insurance operating units in either the current year or prior years; | ||
| changes in market prices of our significant equity investments and changes in value of our debt securities portfolio; | ||
| the long-tail and potentially volatile nature of certain casualty lines of business written by Alleghanys insurance operating units; | ||
| the cost and availability of reinsurance; | ||
| exposure to terrorist acts; | ||
| the willingness and ability of Alleghanys insurance operating units reinsurers to pay reinsurance recoverables owed to such insurance operating units; | ||
| changes in the ratings assigned to Alleghanys insurance operating units; | ||
| claims development and the process of estimating reserves; | ||
| legal and regulatory changes; | ||
| the uncertain nature of damage theories and loss amounts; and | ||
| increases in the levels of risk retention by Alleghanys insurance operating units. |
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 Alleghany has no control; and changes in Alleghanys plans, strategies,
objectives, expectations or intentions, which may happen at any time at Alleghanys discretion. As
a consequence, current plans, anticipated actions and future financial condition and results may
differ from those expressed in any forward-looking statements made by Alleghany or on its behalf.
4
Exhibit A
AIHL Operating Unit Pre-Tax Results
(in millions, except ratios) | RSUI | AIHL Re | CATA | PCC | AIHL | |||||||||||||||
Three months ended March 31, 2010 |
||||||||||||||||||||
Gross premiums written |
$ | 222.0 | | $ | 40.6 | $ | 2.4 | $ | 265.0 | |||||||||||
Net premiums written |
130.3 | | 38.2 | 2.3 | 170.8 | |||||||||||||||
Net premiums earned (1) |
$ | 150.3 | | $ | 40.6 | $ | 3.8 | $ | 194.7 | |||||||||||
Loss and loss adjustment expenses |
72.8 | | 21.0 | 2.8 | 96.6 | |||||||||||||||
Commission, brokerage and other
underwriting expenses (2) |
40.7 | | 19.3 | 6.4 | 66.4 | |||||||||||||||
Underwriting profit (loss) (3) |
$ | 36.8 | | $ | 0.3 | $ | (5.4 | ) | $ | 31.7 | ||||||||||
Net investment income (1) |
33.4 | |||||||||||||||||||
Net realized capital gains (1) |
22.7 | |||||||||||||||||||
Other than temporary impairment losses (1) |
(1.1 | ) | ||||||||||||||||||
Other income (1) |
0.1 | |||||||||||||||||||
Other expenses (2) |
8.5 | |||||||||||||||||||
Earnings before income taxes |
$ | 78.3 | ||||||||||||||||||
Loss ratio (4) |
48.5 | % | | 51.6 | % | 74.2 | % | 49.6 | % | |||||||||||
Expense ratio (5) |
27.1 | % | | 47.6 | % | 166.3 | % | 34.1 | % | |||||||||||
Combined ratio (6) |
75.6 | % | | 99.2 | % | 240.5 | % | 83.7 | % | |||||||||||
Three months ended March 31, 2009 |
||||||||||||||||||||
Gross premiums written |
$ | 250.1 | | $ | 42.1 | $ | 16.4 | $ | 308.6 | |||||||||||
Net premiums written |
149.7 | | 38.2 | 15.3 | 203.2 | |||||||||||||||
Net premiums earned (1) |
$ | 160.7 | | $ | 41.9 | $ | 15.4 | $ | 218.0 | |||||||||||
Loss and loss adjustment expenses |
77.5 | | 20.9 | 14.4 | 112.8 | |||||||||||||||
Commission, brokerage and other
underwriting expenses (2) |
41.0 | | 18.8 | 7.6 | 67.4 | |||||||||||||||
Underwriting profit (loss) (3) |
$ | 42.2 | | $ | 2.2 | $ | (6.6 | ) | $ | 37.8 | ||||||||||
Net investment income (1) |
27.0 | |||||||||||||||||||
Net realized capital losses (1) |
7.5 | |||||||||||||||||||
Other than temporary impairment losses (1) |
(66.1 | ) | ||||||||||||||||||
Other income (1) |
0.5 | |||||||||||||||||||
Other expenses (2) |
8.9 | |||||||||||||||||||
Losses before income taxes |
$ | (2.2 | ) | |||||||||||||||||
Loss ratio (4) |
48.2 | % | | 50.0 | % | 93.5 | % | 51.7 | % | |||||||||||
Expense ratio (5) |
25.5 | % | | 44.8 | % | 49.4 | % | 30.9 | % | |||||||||||
Combined ratio (6) |
73.7 | % | | 94.8 | % | 142.9 | % | 82.6 | % |
(1) | Represent components of total revenues. | |
(2) | Commission, brokerage and other underwriting expenses represent commission and brokerage expenses and that portion of salaries, administration and other operating expenses attributable to underwriting activities, whereas the remainder constitutes other expenses. | |
(3) | Represents net premiums earned less loss and loss adjustment expenses and commission, brokerage and other underwriting expenses, all as determined in accordance with GAAP, and does not include net investment income, net realized capital gains, other-than-temporary impairment losses, other income and other expenses. Underwriting profit does not replace net earnings determined in accordance with GAAP as a measure of profitability; rather, we believe that underwriting profit, which does not include net investment income, net realized capital gains, other-than-temporary impairment losses, other income and other expenses, enhances the understanding of AIHLs insurance operating units operating results by highlighting net earnings attributable to their underwriting performance. With the addition of net investment income, net realized capital gains, other-than-temporary impairment losses, other income and other expenses, reported pre-tax net earnings (a GAAP measure) may show a profit despite an underlying underwriting loss. Where underwriting losses persist over extended periods, an insurance companys ability to continue as an ongoing concern may be at risk. Therefore, we view underwriting profit as an important measure in the overall evaluation of performance. | |
(4) | Loss and loss adjustment expenses divided by net premiums earned, all as determined in accordance with GAAP. | |
(5) | Commission, brokerage and other underwriting expenses divided by net premiums earned, all as determined in accordance with GAAP. | |
(6) | The sum of the loss ratio and expense ratio, all as determined in accordance with GAAP, representing the percentage of each premium dollar an insurance company has to spend on losses (including loss adjustment expenses) and commission, brokerage and other underwriting expenses. |
ALLEGHANY CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands)
(unaudited)
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands)
(unaudited)
THREE MONTHS ENDED 3/31/10 | THREE MONTHS ENDED 3/31/09 | |||||||||||||||||||||||
ALLEGHANY | ALLEGHANY | |||||||||||||||||||||||
INSURANCE | CORPORATE | INSURANCE | CORPORATE | |||||||||||||||||||||
HOLDINGS | ACTIVITIES | COMBINED | HOLDINGS | ACTIVITIES | COMBINED | |||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Net premiums earned |
$ | 194,700 | $ | 0 | $ | 194,700 | $ | 218,044 | $ | 0 | $ | 218,044 | ||||||||||||
Net investment income |
33,381 | (1,952 | ) | 31,429 | 27,022 | 47 | 27,069 | |||||||||||||||||
Net realized capital gains |
22,695 | 3,772 | 26,467 | 7,515 | 52,967 | 60,482 | ||||||||||||||||||
Other than temporary impairment losses |
(1,077 | ) | 0 | (1,077 | ) | (66,126 | ) | 0 | (66,126 | ) | ||||||||||||||
Other income |
137 | (4 | ) | 133 | 452 | (3 | ) | 449 | ||||||||||||||||
Total revenues |
249,836 | 1,816 | 251,652 | 186,907 | 53,011 | 239,918 | ||||||||||||||||||
Costs and expenses |
||||||||||||||||||||||||
Loss and loss adjustment expenses |
96,627 | 0 | 96,627 | 112,837 | 0 | 112,837 | ||||||||||||||||||
Commissions, brokerage and other
underwriting expenses |
66,356 | 0 | 66,356 | 67,450 | 0 | 67,450 | ||||||||||||||||||
Other operating expenses |
8,358 | 493 | 8,851 | 8,761 | 452 | 9,213 | ||||||||||||||||||
Corporate administration |
12 | 5,222 | 5,234 | 17 | (109 | ) | (92 | ) | ||||||||||||||||
Interest expense |
149 | 70 | 219 | 0 | 163 | 163 | ||||||||||||||||||
Total costs and expenses |
171,502 | 5,785 | 177,287 | 189,065 | 506 | 189,571 | ||||||||||||||||||
Earnings (loss) before income taxes |
$ | 78,334 | ($3,969 | ) | 74,365 | ($2,158 | ) | $ | 52,505 | 50,347 | ||||||||||||||
Income taxes |
16,196 | 5,773 | ||||||||||||||||||||||
Net earnings |
$ | 58,169 | $ | 44,574 | ||||||||||||||||||||
Net earnings |
$ | 58,169 | $ | 44,574 | ||||||||||||||||||||
Preferred dividends |
0 | 3,908 | ||||||||||||||||||||||
Net earnings available to common
stockholders |
$ | 58,169 | $ | 40,666 | ||||||||||||||||||||
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share amounts)
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share amounts)
March 31, | December 31, | |||||||
2010 | 2009 | |||||||
Assets |
||||||||
Investments |
||||||||
Available for sale securities at fair value: |
||||||||
Equity securities (cost: 2010 $746,316; 2009 $530,945) |
$ | 839,964 | $ | 624,546 | ||||
Debt securities (amortized cost: 2010 $3,006,885; 2009 $3,235,595) |
3,070,666 | 3,289,013 | ||||||
Short-term investments |
204,706 | 262,903 | ||||||
4,115,336 | 4,176,462 | |||||||
Other invested assets |
242,609 | 238,227 | ||||||
Total investments |
4,357,945 | 4,414,689 | ||||||
Cash |
55,775 | 32,526 | ||||||
Premium balances receivable |
152,295 | 145,992 | ||||||
Reinsurance recoverables |
968,296 | 976,172 | ||||||
Ceded unearned premium reserves |
152,202 | 160,713 | ||||||
Deferred acquisition costs |
67,968 | 71,098 | ||||||
Property and equipment at cost, net of
accumulated depreciation and amortization |
19,738 | 20,097 | ||||||
Goodwill and other intangibles, net of amortization |
144,829 | 145,667 | ||||||
Net deferred tax assets |
114,304 | 124,266 | ||||||
Other assets |
152,944 | 101,550 | ||||||
$ | 6,186,296 | $ | 6,192,770 | |||||
Liabilities and Stockholders Equity |
||||||||
Losses and loss adjustment expenses |
$ | 2,479,326 | $ | 2,520,979 | ||||
Unearned premiums |
540,809 | 573,906 | ||||||
Reinsurance payable |
51,563 | 51,795 | ||||||
Current taxes payable |
12,245 | 3,827 | ||||||
Other liabilities |
328,061 | 324,742 | ||||||
Total liabilities |
3,412,004 | 3,475,249 | ||||||
Common stock (shares authorized: 2010 and 2009
22,000,000; issued and outstanding
2010 9,300,448; 2009 9,300,734) |
9,118 | 9,118 | ||||||
Contributed capital |
916,822 | 921,225 | ||||||
Accumulated other comprehensive income |
107,407 | 94,045 | ||||||
Treasury stock, at cost (2010 276,625 shares; 2009 258,013 shares) |
(71,858 | ) | (66,325 | ) | ||||
Retained earnings |
1,812,803 | 1,759,458 | ||||||
Total stockholders equity |
2,774,292 | 2,717,521 | ||||||
$ | 6,186,296 | $ | 6,192,770 | |||||