XML 38 R20.htm IDEA: XBRL DOCUMENT v3.3.1.900
Commitments and Contingencies
12 Months Ended
Dec. 31, 2015
Commitments and Contingencies

12. 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.

(b) Indemnification Obligations

On July 14, 2005, Alleghany completed the sale of its world-wide industrial minerals business, World Minerals, Inc. (“World Minerals”), to Imerys USA, Inc. (the “Purchaser”), a wholly-owned subsidiary of Imerys, S.A., pursuant to a Stock Purchase Agreement, dated as of May 19, 2005, by and among the Purchaser, Imerys, S.A. and Alleghany (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Alleghany undertook certain indemnification obligations, including a general indemnification for breaches of representations and warranties set forth in the Stock Purchase Agreement, and a special indemnification related to products liability claims arising from events that occurred during pre-closing periods, including the period of Alleghany ownership (the “Alleghany Period”). Under the terms of the Stock Purchase Agreement, with respect to products liability claims arising in respect of events occurring during the period prior to the Alleghany Period, Alleghany will provide indemnification at a rate of 100.0 percent for the first $100.0 million of losses arising from such claims, and at a rate of 50.0 percent for the next $100.0 million of such losses, so that Alleghany’s maximum indemnification obligation in respect of products liability claims relating to such period of time is $150.0 million. This indemnification obligation will expire on July 31, 2016. The Stock Purchase Agreement provides that Alleghany has no responsibility for products liability claims arising in respect of events occurring after July 14, 2005, and that any products liability claims involving both pre-closing and post-closing periods will be apportioned on an equitable basis.

 

(c) Leases

Alleghany and its subsidiaries lease certain facilities, furniture and equipment under long-term lease agreements. In addition, certain land, office space and equipment are leased under non-cancelable operating leases that expire at various dates through 2031. Rent expense was $34.0 million, $33.8 million and $28.8 million in 2015, 2014 and 2013, respectively. The aggregate minimum payments under operating leases with initial or remaining terms of more than one year as of December 31, 2015 were as follows:

 

Year

   Aggregate Minimum
Lease Payments
     
     ($ in millions)      

2016

        $ 35.1         

2017

     33.0         

2018

     31.2         

2019

     28.7         

2020

     26.1         

2021 and thereafter

     138.8         

(d) Asbestos-Related Illness and Environmental Impairment Exposure

Loss and LAE include amounts for risks relating to asbestos-related illness and environmental impairment. As of December 31, 2015 and 2014, such gross and net reserves were as follows:

 

     December 31, 2015      December 31, 2014      
     Gross      Net      Gross      Net      
     ($ in millions)      

TransRe

   $  174.9       $  168.4      $  593.5       $  438.3     

CapSpecialty

     8.7         8.6        9.2         9.1     
  

 

 

    

 

 

    

 

 

    

 

 

   

Total

   $ 183.6       $ 177.0      $ 602.7       $ 447.4     
  

 

 

    

 

 

    

 

 

    

 

 

   

The reserves carried for such claims, including the incurred but not reported portion, are based upon known facts and current law at the respective balance sheet dates. However, significant uncertainty exists in determining the amount of ultimate liability for asbestos-related illness and environmental impairment losses, particularly for those occurring in 1985 and prior, which, prior to the Commutation Agreement, represented the majority of TransRe’s asbestos-related illness and environmental impairment reserves. This uncertainty is due to inconsistent and changing court resolutions and judicial interpretations with respect to underlying policy intent and coverage and uncertainties as to the allocation of responsibility for resultant damages, among other reasons. Further, possible future changes in statutes, laws, regulations, theories of liability and other factors could have a material effect on these liabilities and, accordingly, future earnings.

(e) Energy Holdings

As of December 31, 2015, Alleghany had holdings in energy sector businesses of $551.7 million, comprised of $274.6 million of debt securities, $71.1 million of equity securities and $206.0 million of Alleghany’s equity attributable to SORC.