5. Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, i.e., exit price, in an orderly transaction between market participants. The Company emphasizes the use of observable market data whenever available in determining fair value. Fair values presented for certain financial instruments are estimates which, in many cases, may differ significantly from the amounts that could be realized upon immediate liquidation. A hierarchy of the three broad levels of fair value are as follows, with the highest priority given to Level 1 as these are the most observable, and the lowest priority given to Level 3:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data, including model-derived valuations.

Level 3 – Unobservable inputs that are supported by little or no market activity.

When more than one level of input is used to determine fair value, the financial instrument is classified as Level 2 or 3 according to the lowest level input that has a significant impact on the fair value measurement.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments and have not changed since last year.

Cash and Cash Equivalents

The carrying amount approximates fair value. Cash equivalents primarily consist of money market instruments, which are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are classified as Level 1.

Fixed Maturities

Level 1 securities generally include U.S. Treasury issues and other securities that are highly liquid and for which quoted market prices are available. Level 2 securities are valued using pricing for similar securities and pricing models that incorporate observable inputs including, but not limited to yield curves and issuer spreads. Level 3 securities include issues for which little observable data can be obtained, primarily due to the illiquid nature of the securities, and for which significant inputs used to determine fair value are based on the Company’s own assumptions. Non-binding broker quotes are also included in Level 3.

The Company utilizes a third party pricing service for the valuation of the majority of its fixed maturity securities and receives one quote per security. When quoted market prices in an active market are available, they are provided by the pricing service as the fair value and such values are classified as Level 1. Since fixed maturities other than U.S. Treasury securities generally do not trade on a daily basis, the pricing service prepares estimates of fair value for those securities using pricing techniques based on a market approach. Inputs into the fair value pricing common to all asset classes include: benchmark U.S. Treasury security yield curves; reported trades of identical or similar fixed maturity securities; broker/dealer quotes of identical or similar fixed maturity securities and structural characteristics such as maturity date, coupon, mandatory principal payment dates, frequency of interest and principal payments, and optional redemption features. Inputs into the fair value applications that are unique by asset class include, but are not limited to:

•

U.S. government agencies – determination of direct versus indirect government support and whether any contingencies exist with respect to the timely payment of principal and interest.

•

Foreign government – estimates of appropriate market spread versus underlying related sovereign treasury curve(s) dependent on liquidity and direct or contingent support.

•

Municipals – overall credit quality, including assessments of the level and variability of: sources of payment such as income, sales or property taxes, levies or user fees; credit support such as insurance; state or local economic and political base; natural resource availability; and susceptibility to natural or man-made catastrophic events such as hurricanes, earthquakes or acts of terrorism.

•

Corporate fixed maturities – overall credit quality, including assessments of the level and variability of: economic sensitivity; liquidity; corporate financial policies; management quality; regulatory environment; competitive position; ownership; restrictive covenants; and security or collateral.

•

Residential mortgage-backed securities – estimates of prepayment speeds based upon: historical prepayment rate trends; underlying collateral interest rates; geographic concentration; vintage year; borrower credit quality characteristics; interest rate and yield curve forecasts; government or monetary authority support programs; tax policies; delinquency/default trends; and, in the case of non-agency collateralized mortgage obligations, severity of loss upon default and length of time to recover proceeds following default.

•

Commercial mortgage-backed securities – overall credit quality, including assessments of the value and supply/demand characteristics of: collateral type such as office, retail, residential, lodging, or other; geographic concentration by region, state, metropolitan statistical area and locale; vintage year; historical collateral performance including defeasance, delinquency, default and special servicer trends; and capital structure support features.

•

Asset-backed securities – overall credit quality, including assessments of the underlying collateral type such as credit card receivables, auto loan receivables and equipment lease receivables; geographic diversification; vintage year; historical collateral performance including delinquency, default and casualty trends; economic conditions influencing use rates and resale values; and contract structural support features.

Generally, all prices provided by the pricing service, except actively traded securities with quoted market prices, are reported as Level 2.

The Company holds privately placed fixed maturity securities and certain other fixed maturity securities that do not have an active market and for which the pricing service cannot provide fair values. The Company determines fair values for these securities using either matrix pricing utilizing the market approach or broker quotes. The Company will use observable market data as inputs into the fair value techniques, as discussed in the determination of Level 2 fair values, to the extent it is available, but is also required to use a certain amount of unobservable judgment due to the illiquid nature of the securities involved. Unobservable judgment reflected in the Company’s matrix model accounts for estimates of additional spread required by market participants for factors such as issue size, structural complexity, high bond coupon or other unique features. These matrix-priced securities are reported as Level 2 or Level 3, depending on the significance of the impact of unobservable judgment on the security’s value. Additionally, the Company may obtain non-binding broker quotes which are reported as Level 3.

Equity Securities

Level 1 consists of publicly traded securities, including exchange traded funds, valued at quoted market prices. Level 2 includes securities that are valued using pricing for similar securities and pricing models that incorporate observable inputs. Level 3 consists of common or preferred stock of private companies for which observable inputs are not available.

The Company utilizes a third party pricing service for the valuation of the majority of its equity securities and receives one quote for each equity security. When quoted market prices in an active market are available, they are provided by the pricing service as the fair value and such values are classified as Level 1. The Company holds certain equity securities that have been issued by privately-held entities that do not have an active market and for which the pricing service cannot provide fair values. Generally, the Company estimates fair value for these securities based on the issuer’s book value and market multiples and reports them as Level 3. Additionally, the Company may obtain non-binding broker quotes which are reported as Level 3.

Other Investments

Other investments primarily include mortgage participations, cost basis limited partnerships, and overseas trust funds required in connection with the Company’s Lloyd’s business. Fair values of mortgage participations are estimated by discounting the contractual cash flows using the rates at which similar loans would be made to borrowers with comparable credit ratings and are reported as Level 3. The fair values of cost basis limited partnerships are based on the net asset value provided by the general partner adjusted for recent financial information and are excluded from the fair value hierarchy. Fair values of overseas trust funds are provided by the investment manager based on quoted prices for similar instruments in active markets and are reported as Level 2.

Debt

The fair value of debt is estimated based on quoted market prices for identical or similar issuances. If a quoted market price is not available, fair values are estimated using discounted cash flows that are based on current interest rates and yield curves for debt issuances with maturities and credit risks consistent with the debt being valued. Debt is reported as Level 2.

The estimated fair value of the financial instruments were as follows:

	September 30, 2017				December 31, 2016
	Carrying		Fair		Carrying		Fair
(in millions)	Value		Value		Value		Value
Financial Assets
Cash and cash equivalents	$	227.2	$	227.2	$	282.6	$	282.6
Fixed maturities		7,890.5		7,890.5		7,331.3		7,331.3
Equity securities		566.5		566.5		584.4		584.4
Other investments		577.1		586.0		497.8		497.6
Total financial assets	$	9,261.3	$	9,270.2	$	8,696.1	$	8,695.9
Financial Liabilities
Debt	$	786.8	$	873.3	$	786.4	$	841.9

The Company has processes designed to ensure that the values received from its third party pricing service are accurately recorded, that the data inputs and valuation approaches and techniques utilized are appropriate and consistently applied, and that the assumptions are reasonable and consistent with the objective of determining fair value. The Company performs a review of the fair value hierarchy classifications and of prices received from its pricing service on a quarterly basis. The Company reviews the pricing services’ policies describing its methodology, processes, practices and inputs, including various financial models used to value securities. Also, the Company reviews the portfolio pricing, including a process for which securities with changes in prices that exceed a defined threshold are verified to independent sources, if available. If upon review, the Company is not satisfied with the validity of a given price, a pricing challenge would be submitted to the pricing service along with supporting documentation for its review. The Company does not adjust quotes or prices obtained from the pricing service unless the pricing service agrees with the Company’s challenge. During 2017 and 2016, the Company did not adjust any prices received from its pricing service.

Changes in the observability of valuation inputs may result in a reclassification of certain financial assets or liabilities within the fair value hierarchy. Reclassifications between levels of the fair value hierarchy are reported as of the beginning of the period in which the reclassification occurs. As previously discussed, the Company utilizes a third party pricing service for the valuation of the majority of its fixed maturities and equity securities. The pricing service has indicated that it will only produce an estimate of fair value if there is objectively verifiable information to produce a valuation. If the pricing service discontinues pricing an investment, the Company will use observable market data to the extent it is available, but may also be required to make assumptions for market based inputs that are unavailable due to market conditions.

The following tables provide, for each hierarchy level, the Company’s assets that were measured at fair value on a recurring basis.

	September 30, 2017
(in millions)	Total		Level 1		Level 2		Level 3
Fixed maturities:
U.S. Treasury and government agencies	$	434.1	$	198.4	$	235.7	$	—
Foreign government		245.0		44.7		200.3		—
Municipal		1,093.2		—		1,065.1		28.1
Corporate		4,426.5		—		4,425.6		0.9
Residential mortgage-backed, U.S. agency backed		1,000.2		—		1,000.2		—
Residential mortgage-backed, non-agency		32.9		—		32.9		—
Commercial mortgage-backed		598.2		—		583.8		14.4
Asset-backed		60.4		—		60.4		—
Total fixed maturities		7,890.5		243.1		7,604.0		43.4
Equity securities		558.1		557.0		—		1.1
Other investments		118.5		—		114.4		4.1
Total investment assets at fair value	$	8,567.1	$	800.1	$	7,718.4	$	48.6

	December 31, 2016
(in millions)	Total		Level 1		Level 2		Level 3
Fixed maturities:
U.S. Treasury and government agencies	$	341.1	$	209.5	$	131.6	$	—
Foreign government		240.7		47.3		193.4		—
Municipal		1,095.4		—		1,064.4		31.0
Corporate		4,053.8		—		4,049.6		4.2
Residential mortgage-backed, U.S. agency backed		924.4		—		924.4		—
Residential mortgage-backed, non-agency		49.8		—		49.8		—
Commercial mortgage-backed		554.3		—		539.3		15.0
Asset-backed		71.8		—		71.8		—
Total fixed maturities		7,331.3		256.8		7,024.3		50.2
Equity securities		574.6		573.1		—		1.5
Other investments		106.3		—		102.2		4.1
Total investment assets at fair value	$	8,012.2	$	829.9	$	7,126.5	$	55.8

The following tables provide, for each hierarchy level, the Company’s estimated fair values of financial instruments that were not carried at fair value:

	September 30, 2017
(in millions)	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	227.2	$	227.2	$	—	$	—
Equity securities		8.4		—		8.4		—
Other investments		334.4		—		—		334.4
Liabilities:
Debt	$	873.3	$	—	$	873.3	$	—

	December 31, 2016
(in millions)	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	282.6	$	282.6	$	—	$	—
Equity securities		9.8		—		9.8		—
Other investments		297.2		—		—		297.2
Liabilities:
Debt	$	841.9	$	—	$	841.9	$	—

Investments measured at fair value using net asset value based on an ownership interest in partners’ capital have not been included in the table above. The fair values of these investments were $133.1 million and $94.1 million as of September 30, 2017 and December 31, 2016, respectively, which are approximately 1% of total investment assets.

The tables below provide a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

	Fixed Maturities
(in millions)	Municipal			Corporate			Commercial mortgage- backed			Asset- backed			Total			Equity and Other			Total Assets
Three Months Ended
September 30, 2017
Balance July 1, 2017	$	30.1		$	1.0		$	14.6		$	—		$	45.7		$	5.6		$	51.3
Transfers out of Level 3		(1.9	)		—			—			—			(1.9	)		(0.4	)		(2.3	)
Total gains:
Included in other comprehensive income-net appreciation on available-for-sale securities		0.2			—			—			—			0.2			—			0.2
Sales		(0.3	)		(0.1	)		(0.2	)		—			(0.6	)		—			(0.6	)
Balance September 30, 2017	$	28.1		$	0.9		$	14.4		$	—		$	43.4		$	5.2		$	48.6
Three Months Ended
September 30, 2016
Balance July 1, 2016	$	34.4		$	4.4		$	16.7		$	0.4		$	55.9		$	4.9		$	60.8
Transfers out of Level 3		(1.2	)		—			—			—			(1.2	)		—			(1.2	)
Total (losses) gains:
Included in other comprehensive income-net (depreciation) appreciation on available-for-sale securities		(0.1	)		(0.1	)		(0.1	)		—			(0.3	)		0.1			(0.2	)
Sales		(0.8	)		—			(0.4	)		(0.4	)		(1.6	)		—			(1.6	)
Balance September 30, 2016	$	32.3		$	4.3		$	16.2		$	—		$	52.8		$	5.0		$	57.8

	Fixed Maturities
(in millions)	Municipal			Corporate			Commercial mortgage- backed			Asset- backed			Total			Equity and Other			Total Assets
Nine Months Ended
September 30, 2017
Balance January 1, 2017	$	31.0		$	4.2		$	15.0		$	—		$	50.2		$	5.6		$	55.8
Transfers out of Level 3		(1.9	)		—			—			—			(1.9	)		(0.4	)		(2.3	)
Total gains (losses):
Included in total net realized investment gains		—			0.3			—			—			0.3			—			0.3
Included in other comprehensive income-net appreciation (depreciation) on available-for-sale securities		0.6			(0.2	)		0.1			—			0.5			—			0.5
Sales		(1.6	)		(3.4	)		(0.7	)		—			(5.7	)		—			(5.7	)
Balance September 30, 2017	$	28.1		$	0.9		$	14.4		$	—		$	43.4		$	5.2		$	48.6

Nine Months Ended
September 30, 2016
Balance January 1, 2016	$	34.4		$	3.7		$	17.0		$	0.5		$	55.6		$	4.9		$	60.5
Transfers out of Level 3		(1.2	)		—			—			—			(1.2	)		—			(1.2	)
Total gains (losses):
Included in total net realized investment gains		0.1			(0.2	)		—			—			(0.1	)		—			(0.1	)
Included in other comprehensive income-net appreciation on available-for-sale securities		1.5			0.6			0.6			—			2.7			0.1			2.8
Purchases and sales:
Purchases		—			0.3			—			—			0.3			—			0.3
Sales		(2.5	)		(0.1	)		(1.4	)		(0.5	)		(4.5	)		—			(4.5	)
Balance September 30, 2016	$	32.3		$	4.3		$	16.2		$	—		$	52.8		$	5.0		$	57.8

During the three and nine months ended September 30, 2017 and 2016, fixed maturities transferred from Level 3 to Level 2 primarily as a result of assessing the significance of unobservable inputs on the fair value measurement. During the three and nine months ended September 30, 2017, equity securities transferred from Level 3 to Level 1 upon the availability of pricing from the third party pricing service. There were no transfers between Level 1 and Level 2 in 2017 or 2016.

The following table provides quantitative information about the significant unobservable inputs used by the Company in the fair value measurements of Level 3 assets. Where discounted cash flows were used in the valuation of fixed maturities, the internally-developed discount rate was adjusted by the significant unobservable inputs shown in the table. Valuations of $0.6 million at December 31, 2016, for securities based on broker quotes for which there was a lack of transparency as to inputs used to develop the valuations, have been excluded.

September 30, 2017

December 31, 2016

Valuation

Significant

Fair

Range

Fair

Range

(in millions)

Technique

Unobservable Inputs

Value

(Wtd Average)

Value

(Wtd Average)

Fixed maturities:

Municipal

Discounted

Discount for:

28.1

31.0

cash flow

Small issue size

Credit stress

Above-market coupon

0.7 -6.8% (3.4%)

0.9 - 1.5% (1.2%)

0.3 - 0.5% (0.4%)

0.7 - 6.8% (3.3%)

0.9 - 1.5% (1.2%)

0.3 - 0.5% (0.4%)

Corporate

Discounted

Discount for:

0.9

4.0

cash flow

Small issue size

Credit stress

Above-market coupon

2.5% (2.5%)

—

0.3% (0.3%)

2.0 - 2.5% (2.1%)

1.0% (1.0%)

0.3 - 0.8% (0.6%)

Commercial mortgage-backed

Discounted

Discount for:

14.4

15.0

cash flow

Small issue size

Above-market coupon

Lease structure

1.9 - 3.1% (2.6%)

0.5% (0.5%)

0.3% (0.3%)

1.9 - 3.1% (2.6%)

0.5% (0.5%)

0.3% (0.3%)

Equity securities

Market

Net tangible asset

1.1

comparables

market multiples

1.0X (1.0X)

Other

Discounted

Discount rate

4.1

18.0% (18.0%)

4.1

18.0% (18.0%)

cash flow

Significant increases (decreases) in any of the above inputs in isolation would result in a significantly lower (higher) fair value measurement. There were no interrelationships between these inputs which might magnify or mitigate the effect of changes in unobservable inputs on the fair value measurement.