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November 2, 2022 Newswires
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JAMES RIVER GROUP HOLDINGS, LTD. – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations

Edgar Glimpses
The following discussion and analysis contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of many
factors. Factors that could cause such differences are discussed in the sections
entitled "Special Note Regarding Forward-Looking Statements", and Part I, Item
1A "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2021. The results of operations for the three and nine months ended
September 30, 2022 are not necessarily indicative of the results that may be
expected for the full year ending December 31, 2022, or for any other future
period. The following discussion should be read in conjunction with the
unaudited condensed consolidated financial statements and the notes thereto
included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and in
conjunction with our Annual Report on Form 10-K for the year ended December 31,
2021.

The accompanying condensed consolidated financial statements and related notes
have been prepared in accordance with United States ("U.S.") generally accepted
accounting principles ("GAAP") and include the accounts of James River Group
Holdings, Ltd. and its subsidiaries. Unless the context indicates or suggests
otherwise, references to "the Company", "we", "us" and "our" refer to James
River Group Holdings, Ltd. and its subsidiaries.

Our Business


James River Group Holdings, Ltd. is a Bermuda-based holding company. We own and
operate a group of specialty insurance and reinsurance companies with the
objective of generating compelling returns on tangible equity while limiting
underwriting and investment volatility. We seek to accomplish this by earning
profits from insurance and reinsurance underwriting and generating meaningful
risk-adjusted investment returns while managing our capital.

We are organized into four reportable segments, which are separately managed
business units:


•The Excess and Surplus Lines segment offers commercial excess and surplus lines
liability and property insurance in every U.S. state, the District of Columbia,
Puerto Rico and the U.S. Virgin Islands through James River Insurance Company
and its wholly-owned subsidiary, James River Casualty Company;

•The Specialty Admitted Insurance segment approaches the insurance market in two
ways: as a risk bearing underwriter, and as a "fronting" company. The Company's
risk bearing underwriting is focused on niche classes within the standard
insurance markets, such as workers' compensation coverage for residential
contractors, light manufacturing operations, transportation workers and
healthcare workers. In its fronting business, the Specialty Admitted segment
works with distributors, such as managing general agents and other producers, by
using our licensure, rating and administrative services in order to produce and
service insurance policies for reinsurers and other third party risk bearing
entities. We charge fees for "fronting" for these capital providers. In some
instances, we retain a small percentage of the risk on fronted business,
generally 10%-30%. This segment has admitted licenses and the authority to write
excess and surplus lines insurance in 50 states and the District of Columbia;

•The Casualty Reinsurance segment primarily provides proportional and working
layer casualty reinsurance to third parties (primarily through reinsurance
intermediaries) through JRG Reinsurance Company Ltd. ("JRG Re"). JRG Re has also
in the past provided reinsurance to the Company's U.S.-based insurance
subsidiaries through a quota-share reinsurance agreement. Carolina Re Ltd
("Carolina Re") was formed in 2018 to also provide reinsurance to the Company's
U.S.-based insurance subsidiaries through a quota-share reinsurance agreement,
and was also the cedent on an aggregate stop loss reinsurance treaty with JRG Re
through December 31, 2021. JRG Re and Carolina Re are both Bermuda-based
reinsurance companies. Carolina Re made an irrevocable election to be taxed as a
U.S. domestic corporation under Section 953(d) of the Internal Revenue Code of
1986, as amended, effective January 1, 2018.

•The Corporate and Other segment consists of the management and treasury
activities of our holding companies, interest expense associated with our debt,
and expenses of our holding companies, including public company expenses, that
are not reimbursed by our insurance segments.

All of the Company's U.S.-domiciled insurance subsidiaries are party to an
intercompany pooling agreement that distributes the net underwriting results
among the group companies based on their approximate pro-rata level of statutory
capital and surplus to the total Company statutory capital and surplus.
Additionally, each of the Company's U.S.-domiciled insurance subsidiaries is a
party to a quota share reinsurance agreement that in periods prior to January 1,
2018 ceded 70% of their premiums and losses to JRG Re, and from January 1, 2018
through December 31, 2021, ceded 70% of their premiums and losses to Carolina
Re. During the three months ended September 30, 2022, Carolina Re commuted the
majority of the outstanding obligations ceded under the intercompany quota-share
reinsurance agreements back to the Company's U.S.-based insurance subsidiaries
with effect from January 1, 2022. We report all segment information in this
''Management's Discussion and Analysis of Financial Condition and Results of
Operations'' prior to the effects of intercompany reinsurance, consistent with
the manner in which we evaluate the operating performance of our reportable
segments.

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All of our insurance and reinsurance subsidiaries have financial strength
ratings of "A-" (Excellent) from A.M. Best Company.

Key Metrics

We discuss certain key metrics, described below, which we believe provide useful
information about our business and the operational factors underlying our
financial performance.


Underwriting profit is a non-GAAP measure commonly used in the property and
casualty insurance industry to evaluate underwriting performance. We believe
that the disclosure of underwriting profit by individual segment and of the
Company as a whole is useful to investors, analysts, rating agencies and other
users of our financial information in evaluating our performance because our
objective is to consistently earn underwriting profits. We evaluate the
performance of our segments and allocate resources based primarily on
underwriting profit. We define underwriting profit as net earned premiums and
gross fee income (in specific instances when the Company is not retaining
insurance risk) less losses and loss adjustment expenses on business not subject
to retroactive reinsurance accounting for loss portfolio transfers (see Loss
Portfolio Transfers in Strategic Actions below) and other operating expenses.
Other operating expenses include the underwriting, acquisition, and insurance
expenses of the operating segments and, for consolidated underwriting profit,
the expenses of the Corporate and Other segment. Our definition of underwriting
profit may not be comparable to that of other companies. See "Reconciliation of
Non-GAAP Measures" for a reconciliation of underwriting profit to income before
taxes and for additional information.

Loss ratio, expressed as a percentage, is the ratio of losses and loss
adjustment expenses on business not subject to retroactive reinsurance
accounting for loss portfolio transfers to net earned premiums. Our definition
of loss ratio may not be comparable to that of other companies. See
"Underwriting Performance Ratios" for a reconciliation of underwriting ratios.


Accident year loss ratio, expressed as a percentage, is the ratio of losses and
loss adjustment expenses for the current accident year (excluding development on
prior accident year reserves) to net earned premiums.

Expense ratio, expressed as a percentage, is the ratio of other operating
expenses net of gross fee income included in other income to net earned
premiums.


Combined ratio is a measure of underwriting performance calculated as the sum of
the loss ratio and the expense ratio. A combined ratio of less than 100%
indicates an underwriting profit, while a combined ratio greater than 100%
reflects an underwriting loss. Our definition of combined ratio may not be
comparable to that of other companies. See "Underwriting Performance Ratios" for
a reconciliation of underwriting ratios.

Adjusted net operating income is an internal performance measure used in the
management of our operations. We believe it gives our management and other users
of our financial information useful insight into our results of operations and
our underlying business performance. Adjusted net operating income is defined as
income available to common shareholders excluding a) the impact of retroactive
reinsurance accounting for loss portfolio transfers, b) net realized and
unrealized gains (losses) on investments, c) certain non-operating expenses such
as professional service fees related to a purported class action lawsuit,
various strategic initiatives, and the filing of registration statements for the
offering of securities, and d) severance costs associated with terminated
employees. Adjusted net operating income is a non-GAAP measure and should not be
viewed as a substitute for net income calculated in accordance with GAAP. Our
definition of adjusted net operating income may not be comparable to that of
other companies. See "Reconciliation of Non-GAAP Measures" for a reconciliation
of income available to common shareholders to adjusted net operating income.

Tangible equity is defined as shareholders' equity plus mezzanine Series A
Preferred Shares (as defined below) and the unrecognized deferred retroactive
reinsurance gain on loss portfolio transfers less goodwill and intangible
assets, net of amortization. We believe tangible equity is a good measure to
evaluate the strength of our balance sheet and to compare returns relative to
this measure. Key financial measures that we use to assess our longer term
financial performance include the percentage growth in our tangible equity per
share and our return on tangible equity. Tangible equity is a non-GAAP measure
and should not be viewed as a substitute for shareholders' equity calculated in
accordance with GAAP. Our definition of tangible equity may not be comparable to
that of other companies. See "Reconciliation of Non-GAAP Measures" for a
reconciliation of shareholders' equity to tangible equity.

Adjusted net operating return on tangible equity is defined as annualized
adjusted net operating income expressed as a percentage of the average quarterly
tangible equity balances in the respective period.


Tangible equity per share represents tangible equity divided by the sum of total
common shares outstanding plus the common shares resulting from an assumed
conversion of the outstanding Series A Preferred Shares into common shares (at
the current conversion price).

Net retention is defined as the ratio of net written premiums to gross written
premiums.

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Gross investment return is annualized investment income before any deductions
for fees and expenses, expressed as a percentage of the average beginning and
ending carrying values of those investments during the period.

Unless specified otherwise, all references to our defined metrics above in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations are for our business that is not subject to retroactive reinsurance
accounting for loss portfolio transfers. Management believes that the lack of
economic impact of retroactive reinsurance accounting makes the presentation of
our key metrics on business not subject to retroactive reinsurance accounting
helpful to the users of our financial information. See "Underwriting Performance
Ratios" and "Reconciliation of Non-GAAP Measures."

Critical Accounting Policies and Estimates


In preparing the unaudited condensed consolidated financial statements, we are
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosures of contingent assets and liabilities
as of the date of the condensed consolidated financial statements and the
reported amounts of revenues and expenses for the reporting period. Actual
results could differ significantly from those estimates.

The most critical accounting policies involve significant estimates and include
those used in determining the reserve for losses and loss adjustment expenses
and investment valuation and impairment. For a detailed discussion of each of
these policies, refer to our Annual Report on Form 10-K for the year ended
December 31, 2021. There have been no significant changes to any of these
policies during the current year.

Impact of the COVID-19 Pandemic


For a discussion of the impact of the coronavirus (COVID-19) pandemic and
related economic conditions on the Company's results for the year ended December
31, 2021, please see "Part II-Item 7-Management's Discussion and Analysis of
Financial Condition and Results of Operation" in our Annual Report. The Company
continues to monitor the impact that the ongoing coronavirus (COVID-19) pandemic
may be having on the Company's financial condition and results of operations.

Impact of Macroeconomic Events Including Higher Levels of Inflation and Rising
Interest Rates


Current macroeconomic events including the war in Ukraine and sustained supply
chain constraints stemming from the COVID-19 pandemic have led to higher levels
of inflation. The Federal Reserve, attempting to gain control of inflation, has
implemented a series of federal funds rate increases in 2022 with more expected
in the near future. Interest rates, in response, have risen significantly in
2022 and fears of an impending economic slowdown have increased the likelihood
of an economic recession, all of which have negatively impacted financial
markets. The more immediate impacts to the Company are on our investment
portfolio and investing results. Our investment portfolio is primarily comprised
of fixed maturity investments (75.3% of total invested assets at September 30,
2022). The fair values of fixed maturities generally move inversely with
interest rates, and unrealized losses associated with the declines in fair
values are recognized as a component of other comprehensive income, contributing
to declines in shareholders' equity and tangible equity. For the nine months
ended September 30, 2022, other comprehensive loss, representing the after-tax
impact of the unrealized losses on fixed maturity investments, was $205.2
million. We are monitoring our portfolio for signs of credit-related
impairments, and to date, we have concluded that the declines are primarily
market-driven with no allowance for credit losses considered necessary. As
turnover has occurred in our portfolio and we invest cash generated from
operations, we are benefiting from the higher yields now available on fixed
maturities which is reflected in our investment income. Our investment portfolio
also contains investments in equity securities and bank loan participations
(comprising 5.4% and 7.4% of total invested assets at September 30, 2022,
respectively) that are carried on our Balance Sheets at fair value. The fair
values of these investments, the changes in which are recognized as unrealized
gains and losses in our Statements of (Loss) Income and Comprehensive Loss, have
been negatively impacted by the ongoing macroeconomic events and associated
declines in financial markets. Net realized and unrealized (losses) gains on
investments for the nine months ended September 30, 2022 include unrealized
losses of $16.0 million and $13.8 million, respectively, for the changes in fair
values of equity securities and bank loan participations. The rising interest
rates have also increased interest expense on our outstanding variable rate
senior and trust preferred debt. The applicable rates on our debt reset
quarterly or semi-annually and are structured as LIBOR plus a margin or spread.

Strategic Actions

Issuance of Series A Preferred Shares


The Company closed on the issuance and sale of 150,000 7% Series A Perpetual
Cumulative Convertible Preferred Shares, par value $0.00125 per share (the
"Series A Preferred Shares") on March 1, 2022 for an aggregate purchase price of
$150.0 million, or $1,000 per share, in a private placement. The Series A
Preferred Shares are convertible into the Company's common shares at the option
of the holder at any time, or at the Company's option under certain
circumstances. Dividends on the Series A preferred shares accrue quarterly at
the initial rate of 7% of the $1,000 liquidation preference per share (the
"Liquidation Preference") per annum, which may be paid in cash, in-kind in
common shares or in Series A Preferred Shares, at the

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Company's election. Dividends declared and paid on the Series A Preferred Shares
in the nine months ended September 30, 2022 (which represent the dividends from
March 1, 2022, the date of issuance of the Series A Preferred Shares, through
September 30, 2022) were $6.1 million. Please see "Part I-Item 1-Note 12. Series
A Preferred Shares" in the Notes to our Condensed Consolidated Financial
Statements in this Form 10-Q.

Loss Portfolio Transfers


Loss portfolio transfers are a form of reinsurance utilized by the Company to
transfer losses and loss adjustment expenses and associated risk of adverse
development on covered subject business, as defined in the respective
agreements, to an assuming reinsurer in exchange for a reinsurance premium. Loss
portfolio transfers can bring economic finality on the subject risks when they
no longer meet the Company's appetite or are no longer aligned with our risk
management guidelines.

The Company periodically reevaluates the remaining reserves subject to its loss
portfolio transfers, and when recognized adverse prior year development on the
subject business causes the cumulative amounts ceded under a loss portfolio
transfer to exceed the consideration paid, the loss portfolio transfer moves
into a gain position subject to retroactive reinsurance accounting under GAAP.
Gains are deferred under retroactive reinsurance accounting and recognized in
earnings in proportion to actual paid recoveries under the loss portfolio
transfer using the recovery method. While the deferral of gains can introduce
volatility in our results in the short-term, over the life of the contract, we
would expect no economic impact to the Company as long as any additional losses
are within the limit of the loss portfolio transfer and the counterparty
performs under the contract. The impact of retroactive reinsurance accounting is
not indicative of our current and ongoing operations.

Loss Portfolio Transfer Retrocession Agreement


On February 23, 2022, JRG Re entered into a loss portfolio transfer retrocession
agreement (the "Retrocession Agreement") with Fortitude Reinsurance Company Ltd.
("FRL") under which FRL reinsures the majority of the reserves in the Company's
Casualty Reinsurance segment. Under the terms of the transaction, which closed
on March 31, 2022 (the "Retrocession Closing Date"), JRG Re (a) ceded to FRL all
existing and future claims for losses arising under certain casualty reinsurance
agreements with underlying insurance companies with treaty inception dates
ranging from 2011 to 2020 (the "Subject Business"), in each case net of
third-party reinsurance and other recoveries, up to an aggregate limit of
$400.0 million; (b) continues to manage and retain the benefit of other
third-party reinsurance on the Subject Business; (c) paid FRL a reinsurance
premium of $335.0 million, $310.0 million of which JRG Re credited to a notional
funds withheld account (the "Funds Withheld Account") and $25.0 million of which
was paid in cash to FRL; and (d) pays FRL a 2% per annum crediting rate on the
Funds Withheld Account balance on a quarterly basis. For the nine months ended
September 30, 2022, Funds Withheld Account crediting fees of $2.6 million are
included in interest expense in our Statements of (Loss) Income and
Comprehensive Loss. The total premium, initial Funds Withheld Account credit,
and aggregate limit was adjusted for claims paid from October 1, 2021 to the
Retrocession Closing Date. The Casualty Reinsurance segment incurred losses of
$11.5 million (including $6.8 million of net adverse reserve development and
$4.7 million of current accident year losses) in the three months ended March
31, 2022 associated with the Retrocession Agreement.

Commercial Auto Loss Portfolio Transfer


On September 27, 2021, James River Insurance Company and James River Casualty
Company (together, "James River") entered into a loss portfolio transfer
transaction (the "Commercial Auto LPT") with Aleka Insurance, Inc. ("Aleka"), a
captive insurance company affiliate of Rasier LLC, to reinsure substantially all
of the Excess and Surplus Lines segment's legacy portfolio of commercial auto
policies previously issued to Rasier LLC and its affiliates (collectively,
"Rasier") for which James River is not otherwise indemnified by Rasier. Under
the terms of the transaction, effective as of July 1, 2021, James River ceded to
Aleka approximately $345.1 million of commercial auto liabilities relating to
Rasier policies written in the years 2013-2019, which amount constituted the
reinsurance premium. The reinsurance coverage is structured to be fully
collateralized, is not subject to an aggregate limit, and is subject to certain
exclusions. A pre-tax loss of $29.6 million was recognized as adverse loss and
loss adjustment reserve development in the Excess and Surplus Lines segment for
the third quarter of 2021 associated with the loss portfolio transfer.

For the three and nine months ended September 30, 2022, due to adverse paid loss
trends on the legacy Rasier business, the Company recognized adverse prior year
development of $46.7 million on the net reserves subject to the Commercial Auto
LPT, resulting in a corresponding additional amount ceded under the Commercial
Auto LPT. As a result, the cumulative amounts ceded under the Commercial Auto
LPT exceed the consideration paid, moving the Commercial Auto LPT into a gain
position. The Company has applied retroactive reinsurance accounting to the
Commercial Auto LPT. A retroactive reinsurance benefit of $25.9 million was
recorded in losses and loss adjustment expenses on the Condensed Consolidated
Statements of (Loss) Income and Comprehensive Loss for the three and nine months
ended September 30, 2022 using the recovery method. As of September 30, 2022 and
December 31, 2021, the cumulative amounts ceded under the Commercial Auto LPT
were $391.8 million and $345.1 million, respectively. The unrecognized deferred
retroactive reinsurance gain of $20.8 million at September 30, 2022 is
separately presented on the Company's Condensed Consolidated Balance Sheets.

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RESULTS OF OPERATIONS

The following table summarizes our results:

                                          Three Months Ended                                            Nine Months Ended
                                             September 30,                      %                         September 30,                        %
                                        2022               2021               Change                2022                 2021                Change
                                                                           ($ in thousands)
Gross written premiums              $ 358,505          $ 346,599           
      3.4  %       $ 1,118,155          $ 1,100,000                  1.7  %
Net retention                            53.1  %            45.6  %                                   50.2  %              47.9  %
Net written premiums                $ 190,251          $ 158,210                 20.3  %       $   560,801          $   526,413                  6.5  %
Net earned premiums                 $ 190,189          $ 170,608                 11.5  %       $   566,275          $   503,906                 12.4  %
Losses and loss adjustment expenses
excluding retroactive reinsurance    (132,235)          (166,078)               (20.4) %          (389,212)            (549,578)               (29.2) %
Other operating expenses              (46,670)           (42,171)                10.7  %          (144,067)            (133,511)                 7.9  %
Underwriting profit (loss) (1), (2)    11,284            (37,641)                   -               32,996             (179,183)                   -
Losses and loss adjustment expenses
- retroactive reinsurance             (20,773)                 -                    -              (20,773)                   -                    -
Net investment income                  17,306             15,289                 13.2  %            48,278               44,726                  7.9  %
Net realized and unrealized
(losses) gains on investments          (7,754)             3,983                    -              (29,874)              13,738                    -
Other income and expense                  364               (615)                   -                  112               (1,964)                   -
Interest expense                       (4,950)            (2,227)               122.3  %           (11,291)              (6,692)                68.7  %
Amortization of intangible assets         (90)               (90)                   -                 (272)                (272)                   -
(Loss) income before taxes             (4,613)           (21,301)               (78.3) %            19,176             (129,647)                   -
Income tax expense (benefit)                8              2,588                (99.7) %             5,928              (23,141)                   -
Net (loss) income                   $  (4,621)         $ (23,889)               (80.7) %       $    13,248          $  (106,506)                   -
Dividends on Series A Preferred
Shares                                 (2,625)                 -                    -               (6,125)                   -                    -
Net (loss) income available to
common shareholders                 $  (7,246)         $ (23,889)               (69.7) %       $     7,123          $  (106,506)                   -
Adjusted net operating income
(loss) (1)                          $  15,499          $ (26,814)                   -          $    49,391          $  (116,780)                   -
Ratios:
Loss ratio                               69.5  %            97.3  %                                   68.7  %             109.1  %
Expense ratio                            24.6  %            24.8  %                                   25.5  %              26.5  %
Combined ratio                           94.1  %           122.1  %                                   94.2  %             135.6  %
Accident year loss ratio                 70.1  %            71.5  %                                   68.0  %              67.2  %
Accident year loss ratio ex-cat (3)      67.5  %            68.6  %                                   67.1  %              66.2  %

(1)Underwriting profit (loss) and adjusted net operating income (loss) are
non-GAAP measures. See "Reconciliation of Non-GAAP Measures."

(2)Included in underwriting results for the three and nine months ended
September 30, 2022 is gross fee income of $5.9 million and $17.4 million,
respectively ($5.6 million and $16.2 million in the respective prior year
periods).


(3)Accident year loss ratio excluding $5.0 million of net catastrophe losses
related to Hurricane Ian in the three and nine months ended September 30, 2022
and $5.0 million of net catastrophe losses related to Hurricane Ida in the three
and nine months ended September 30, 2021.

Three Months Ended September 30, 2022 and 2021

The Company produced an underwriting profit of $11.3 million and a combined
ratio of 94.1% for the three months ended September 30, 2022 compared to an
underwriting loss of $37.6 million and a combined ratio of 122.1% for the same
period in the prior year.


Net earned premiums grew by $19.6 million or 11.5% over the prior year driven by
the Excess and Surplus Lines segment. Net earned premiums for the Excess and
Surplus Lines segment grew by $19.3 million or 16.1% due to favorable market
conditions and growth in the book. Our loss ratio improved from 97.3% in the
prior year to 69.5% in the current year. The

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improvement was primarily driven by net reserve development on prior accident
years which was $1.1 million or 0.6 percentage points favorable for the three
months ended September 30, 2022 compared to $44.1 million or 25.8 percentage
points of net adverse development in the three months ended September 30, 2021.
The net adverse development in the prior year included $29.6 million in the
Excess and Surplus Lines segment recognized with the loss portfolio transfer
transaction with Aleka that was effective July 1, 2021 (discussed above) and
$15.1 million in the Casualty Reinsurance segment.

Underwriting results in both periods include hurricane catastrophe losses in our
small Excess Property book within the Excess and Surplus Lines segment. The
Excess and Surplus Lines segment has a surplus share reinsurance treaty in
effect that was specifically designed to cover property risks. The surplus share
treaty along with facultative reinsurance helps ensure that our net retained
limit per risk will be $5.0 million or less. In the three months ended September
30, 2022, the Company recorded $5.0 million (2.6 points) of net catastrophe
losses for Hurricane Ian. In the three months ended September 30, 2021, the
Company recorded $5.0 million (2.9 points) of net catastrophe losses for
Hurricane Ida.

Underwriting results in the prior year were also negatively impacted by $8.1
million of reinstatement premium, including $6.4 million triggered by one claim
on a 2019 excess of loss treaty in the Excess and Surplus Lines segment. The
reinstatement premium reduced net written and net earned premium in the quarter
and increased the underwriting loss.

As discussed above, the Company recognized adverse prior year development of
$46.7 million on the reserves subject to the Commercial Auto LPT in the three
months ended September 30, 2022, resulting in a corresponding additional amount
ceded under the Commercial Auto LPT and requiring retroactive reinsurance
accounting. A retroactive reinsurance benefit of $25.9 million was recorded in
losses and loss adjustment expenses for the three months ended September 30,
2022, resulting in a net impact of $20.8 million within our net losses and loss
adjustment expenses for the current period. Higher interest rates in the current
year helped to boost yields in our fixed income portfolio and increase
investment income, but also resulted in higher interest expense on our variable
rate senior and trust preferred debt. Interest expense for the three months
ended September 30, 2022 also includes $1.2 million of crediting fees on the
Funds Withheld Account balance under the Retrocession Agreement. The unfavorable
swing in net realized and unrealized gains and losses on investments (see
Investing Results below) also had a negative impact on the comparative net
results for the two periods as market values of equity securities and bank loan
participations have declined in the current year due to the effect of
macroeconomic events on financial markets. Net income available to common
shareholders for the three months ended September 30, 2022 reflects the $2.6
million of current quarter dividends on the Series A Preferred Shares.

Adjusted net operating income (loss) increased from a loss of $26.8 million in
the three months ended September 30, 2021 to income of $15.5 million in the
three months ended September 30, 2022. The turnaround was primarily driven by
the improved underwriting results in the current year. Tangible equity and
tangible equity per share both declined by 9.0% in the current quarter mainly
due to the impact of rising interest rates, which led to $60.7 million of
unrealized losses on our fixed maturity investments in other comprehensive loss.
The unrealized losses are discussed further in Investing Results below. Our
12.4% adjusted net operating return on tangible equity for the three months
ended September 30, 2022 compared to a loss of 17.4% for the three months ended
September 30, 2021.

Nine Months Ended September 30, 2022 and 2021

The Company produced an underwriting profit of $33.0 million and a combined
ratio of 94.2% for the nine months ended September 30, 2022 compared to an
underwriting loss of $179.2 million and a combined ratio of 135.6% for the same
period in the prior year.


Consistent with the discussion of the three months above, attractive market
conditions, particularly in our Excess and Surplus Lines segment, have allowed
us to grow both written and earned premiums year-to-date. The Excess and Surplus
Lines segment is our largest segment, comprising 60.4% of consolidated gross
written premiums and 72.1% of consolidated net earned premiums year-to-date. Net
earned premiums for the Excess and Surplus Lines segment increased $56.9 million
or 16.2% over the prior year. Net earned premiums for our Specialty Admitted
Insurance and Casualty Reinsurance segments also increased by $627,000 and $4.9
million over the prior year, respectively. The higher net earned premiums helped
produce a lower expense ratio in the nine months ended September 30, 2022 as we
saw growth in lines with meaningful ceding commissions and general and
administrative expenses did not increase proportionately with the increase in
earned premiums. Our expense ratio also benefited from 7.3% growth in fee income
for our Specialty Admitted Insurance segment and lower commissions in our
Casualty Reinsurance segment due to the mix of business and commission slides.

The loss ratio for the nine months ended September 30, 2022 includes $4.1
million, or 0.7 percentage points, of net adverse reserve development on prior
accident years. As outlined in the "Strategic Actions" above, on February 23,
2022, JRG Re entered into the Retrocession Agreement to reinsure the majority of
the Casualty Reinsurance segment's reserves. The Casualty Reinsurance segment
incurred losses of $11.5 million associated with the Retrocession Agreement,
including $6.8 million of net adverse reserve development on prior accident
years and $4.7 million of current accident year losses, and representing 2.0
points of our loss ratio for the nine months ended September 30, 2022. The $6.8
million of net adverse development in the Casualty Reinsurance segment was
partially offset by $2.8 million of net favorable reserve development on prior
accident years

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in the Specialty Admitted Insurance segment in the nine months ended September
30, 2022. The loss ratio for the nine months ended September 30, 2021 included
$210.8 million (41.8 percentage points) of net adverse reserve development on
prior accident years, including $190.7 million of net adverse development from
the Excess and Surplus Lines segment almost entirely related to a previously
canceled commercial auto account (see Segment Results below for further
discussion). Current accident year losses in both nine month periods include
$5.0 million of net catastrophe losses (Hurricane Ian in the current year and
Hurricane Ida in the prior year) as discussed above in the three month
comparative section. The higher current accident year loss ratio excluding
catastrophe losses (67.1% compared to 66.2% for the nine months ended September
30, 2021) largely reflects current actuarial indications and higher loss trends
in our Specialty Admitted Insurance segment and the $4.7 million of current
accident year losses in the Casualty Reinsurance segment associated with the
Retrocession Agreement.

Underwriting results in the prior year were also negatively impacted by $8.1
million of reinstatement premium, including $6.4 million triggered by one claim
on a 2019 excess of loss treaty in the Excess and Surplus Lines segment. The
reinstatement premium reduced net written and net earned premium and increased
the underwriting loss.

Our net income increased over the prior year due to the improved underwriting
results and higher net investment income boosted by higher yields in the current
year, with partially offsetting items including the $20.8 million of retroactive
reinsurance losses and loss adjustment expenses under the Commercial Auto LPT
(see Three Months Ended September 30, 2022 and 2021), the unfavorable swing in
net realized and unrealized gains and losses on investments (see Investing
Results), and higher interest expense. Interest expense for the nine months
ended September 30, 2022 includes $2.6 million of crediting fees on the Funds
Withheld Account balance under the Retrocession Agreement. Net income available
to common shareholders for the nine months ended September 30, 2022 reflects the
$6.1 million of current year dividends on the Series A Preferred Shares issued
March 1, 2022.

Adjusted net operating income (loss) improved from a $116.8 million loss in the
nine months ended September 30, 2021 to income of $49.4 million in the nine
months ended September 30, 2022. Tangible equity decreased by 6.4% year-to-date
as net income of $13.2 million and proceeds from the Series A Preferred Share
issuance of $144.9 million were offset by $205.2 million of unrealized losses on
our fixed maturity investments in other comprehensive loss (see Investing
Results below). Tangible equity per share decreased by 18.8% year-to-date
reflecting the decrease in tangible equity over a larger share count including
an assumed conversion of the Series A Preferred Shares. Our year-to-date
adjusted net operating return on tangible equity of 12.7% compares favorably to
the prior year loss of 27.9% and reflects the turnaround in underwriting
results.

Premiums


Insurance premiums are earned ratably over the terms of our insurance policies,
generally twelve months. Reinsurance premiums assumed are earned over the terms
of the underlying policies or reinsurance contracts. Reinsurance contracts
written on a "losses occurring" basis cover claims that may occur during the
term of the contract or underlying insurance policy, which is typically twelve
months. Reinsurance contracts which are written on a "risks attaching" basis
cover claims which attach to the underlying insurance policies written during
the terms of such contracts. Premiums earned on such contracts usually extend
beyond the original term of the reinsurance contract, typically resulting in
recognition of premiums earned over a 24-month period or more in proportion to
the level of underlying exposure.

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The following table summarizes the change in premium volume by component and
business segment:

                                         Three Months Ended                                            Nine Months Ended
                                            September 30,                      %                         September 30,                        %
                                       2022               2021               Change                2022                 2021                Change
                                                                          ($ in thousands)
Gross written premiums:
Excess and Surplus Lines           $ 204,785          $ 217,673                 (5.9) %       $   675,702          $   613,045                 10.2  %
Specialty Admitted Insurance         123,389            121,175                  1.8  %           374,066              377,400                 (0.9) %
Casualty Reinsurance                  30,331              7,751                291.3  %            68,387              109,555                (37.6) %
                                   $ 358,505          $ 346,599                  3.4  %       $ 1,118,155          $ 1,100,000                  1.7  %
Net written premiums:
Excess and Surplus Lines           $ 140,984          $ 127,881                 10.2  %       $   432,698          $   371,477                 16.5  %
Specialty Admitted Insurance          18,929             22,578                (16.2) %            57,524               66,081                (12.9) %
Casualty Reinsurance                  30,338              7,751                291.4  %            70,579               88,855                (20.6) %
                                   $ 190,251          $ 158,210                 20.3  %       $   560,801          $   526,413                  6.5  %
Net earned premiums:
Excess and Surplus Lines           $ 139,095          $ 119,760                 16.1  %       $   408,280          $   351,413                 16.2  %
Specialty Admitted Insurance          17,824             19,704                 (9.5) %            55,283               54,656                  1.1  %
Casualty Reinsurance                  33,270             31,144                  6.8  %           102,712               97,837                  5.0  %
                                   $ 190,189          $ 170,608                 11.5  %       $   566,275          $   503,906                 12.4  %


Gross written premiums for the Excess and Surplus Lines segment (which
represents 60.4% of our consolidated gross written premiums in the nine months
ended September 30, 2022) decreased 5.9% and increased 10.2% from the
corresponding three and nine month periods in the prior year. The decline for
the comparable three month periods was driven by discrete actions taken on
renewal business that did not meet our risk appetite. Total policy submissions
for Core E&S lines (excluding commercial auto) declined 4.9% from the prior year
to date, but renewal submissions increased 14.0% and our ratio of bound policies
to quoted policies improved generating 1.7% more bound policies in the nine
months ended September 30, 2022 than in the nine months ended September 30,
2021. The total number of policies in force for the segment increased 7.3% over
the prior year. Renewal rates for the Excess and Surplus Lines segment were up
10.9% compared to the nine months ended September 30, 2021. The change in gross
written premiums compared to the same period in 2021 was notable in several
divisions as shown below:

                                           Three Months Ended                                          Nine Months Ended
                                              September 30,                      %                       September 30,                      %
                                         2022               2021               Change               2022               2021              Change
                                                                                    ($ in thousands)
Excess Casualty                      $  65,377          $  73,170                (10.7) %       $ 220,328          $ 204,704                 7.6  %
General Casualty                        33,321             31,899                  4.5  %         122,835            103,120                19.1  %
Manufacturers & Contractors             38,222             34,539                 10.7  %         116,250            102,017                14.0  %
Excess Property                          9,376             10,787                (13.1) %          38,924             35,306                10.2  %
Energy                                   8,094             10,796                (25.0) %          32,267             32,516                (0.8) %
Small Business                           8,364              8,116                  3.1  %          27,739             24,201                14.6  %
Life Sciences                            7,050             10,796                (34.7) %          23,143             24,819                (6.8) %
All other Core E&S divisions            18,816             19,477                 (3.4) %          59,010             55,494                 6.3  %
Total Core E&S divisions               188,620            199,580                 (5.5) %         640,496            582,177                10.0  %
Commercial Auto                      $  16,165          $  18,093                (10.7) %          35,206             30,868                14.1  %
Excess and Surplus Lines gross
written premium                      $ 204,785          $ 217,673                 (5.9) %       $ 675,702          $ 613,045                10.2  %


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The components of gross written premiums for the Specialty Admitted Insurance
segment (which represents 33.5% of our consolidated gross written premiums for
the nine months ended September 30, 2022) are as follows:

                                          Three Months Ended                                         Nine Months Ended
                                             September 30,                      %                      September 30,                      %
                                        2022               2021              Change               2022               2021              Change
                                                                                  ($ in thousands)
Individual risk workers'
compensation premium                $  12,344          $  13,461                (8.3) %       $  39,833          $  43,897                (9.3) %
Fronting and program premium          111,045            107,714                 3.1  %         334,233            333,503                 0.2  %
Specialty Admitted gross written
premium                             $ 123,389          $ 121,175                 1.8  %       $ 374,066          $ 377,400                (0.9) %


Individual risk workers' compensation premium declined for the comparable three
and nine month periods reflecting the soft market conditions currently present
for workers' compensation. Our fronting written premium increased slightly from
the prior year driven by new fronting relationships in the current year and the
continued expansion of existing fronting relationships (together representing
increases of $13.0 million or 19.2% and $41.8 million or 20.1% for the three and
nine months ended September 30, 2022, respectively), and partially offset by the
loss of one relationship from merger and acquisition activity at a general agent
and a decline in written premium for our largest fronting relationship. Gross
written premium for our largest fronting relationship declined from $30.7
million and $94.9 million for the three and nine months ended September 30,
2021, respectively, to $30.0 million and $84.8 million for the three and nine
months ended September 30, 2022, respectively, reflecting a very competitive
market for workers' compensation in California. Our largest fronting
relationship represented 22.7% of the segment's gross written premium in the
nine months ended September 30, 2022 down from 25.2% in the nine months ended
September 30, 2021.

Gross written premiums for the Casualty Reinsurance segment (which represents
6.1% of our consolidated gross written premiums in the first nine months of
2022) increased $22.6 million over the corresponding three month period in the
prior year primarily driven by premium adjustments and a timing difference with
one renewal and extension. For the comparable nine month periods, gross written
premiums decreased $41.2 million or 37.6% reflecting our current strategic focus
on downsizing the Casualty Reinsurance third party book, which has resulted in
the nonrenewal of several treaties in the current year and lower participations
on certain renewing treaties. The Casualty Reinsurance segment generally writes
large casualty-focused treaties that are expected to have lower volatility
relative to property and catastrophe treaties. We rarely write stand-alone
property reinsurance. When treaties that include property exposure are written,
we utilize property occurrence caps, inuring reinsurance protection and low
individual risk limits to minimize exposure.

Net Retention

Our net premium retention is summarized by segment as follows:

                                      Three Months Ended                 Nine Months Ended
                                        September 30,                      September 30,
                                      2022              2021              2022             2021
Excess and Surplus Lines                   68.8  %      58.7  %               64.0  %     60.6  %
Specialty Admitted Insurance               15.3  %      18.6  %               15.4  %     17.5  %
Casualty Reinsurance                      100.0  %     100.0  %              103.2  %     81.1  %
Total                                      53.1  %      45.6  %               50.2  %     47.9  %


The net premium retention for the Excess and Surplus Lines segment increased
relative to the three and nine month periods of the prior year. The segment's
Excess Casualty division, which comprises approximately one-third of the
segment's gross written premiums in the nine months ended September 30, 2022 and
2021, cedes a high percentage of written premiums under a reinsurance treaty and
changes in growth rates of this division can impact comparable premium retention
ratios for the segment. Effective with the current quarter, we increased our
retention on the reinsurance treaty applicable to the Excess Casualty division.
Net retention for the Excess Casualty division was 27.8% and 14.6% for the
comparable three month periods, and 17.9% and 14.3% for the respective nine
month periods. Net retention in the prior year was impacted by the
aforementioned $8.1 million of reinstatement premium in the prior year third
quarter which reduced net written premium and the net retention for the prior
year quarter and year to date.

The net premium retention for the Specialty Admitted Insurance segment decreased
for the three and nine months ended September 30, 2022 as compared to the prior
year periods primarily due to a lower retention in the fronting business
reflecting the mix of business and changes in reinsurance coverage as treaties
renew. The net retention on the segment's fronting business was 13.8% and 13.6%
for the three and nine months ended September 30, 2022, respectively, compared
to 17.7% and 16.3%

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for the three and nine months ended September 30, 2021, respectively. The net
retention on the individual risk workers' compensation business was 29.6% and
29.9% for the three and nine months ended September 30, 2022, respectively,
compared to 25.7% and 27.1% for the three and nine months ended September 30,
2021. The renewal of the workers' compensation quota share treaty on January 1,
2022 resulted in a higher retention for this business.

The Casualty Reinsurance segment previously wrote a retrocessional
treaty/fronting arrangement under which 100% of the premiums were ceded. The
treaty was nonrenewed for 2022 and net retentions above 100% in the current year
reflect adjustments to prior year assumed and ceded written premiums on the
treaty.

Segment Results

The following table presents our combined ratios by segment:

                                      Three Months Ended                  Nine Months Ended
                                        September 30,                       September 30,
                                      2022              2021              2022             2021
Excess and Surplus Lines                   88.2  %     118.0  %               85.3  %     141.4  %
Specialty Admitted Insurance               98.4  %      84.3  %               96.8  %      88.1  %
Casualty Reinsurance                       90.9  %     138.2  %              103.6  %     117.2  %
Total                                      94.1  %     122.1  %               94.2  %     135.6  %

Excess and Surplus Lines Segment

Results for the Excess and Surplus Lines segment are as follows:


                                          Three Months Ended                                          Nine Months Ended
                                             September 30,                      %                       September 30,                       %
                                        2022               2021               Change               2022               2021                Change
                                                                                    ($ in thousands)
Gross written premiums              $ 204,785          $ 217,673                 (5.9) %       $ 675,702          $  613,045                 10.2  %
Net written premiums                $ 140,984          $ 127,881                 10.2  %       $ 432,698          $  371,477                 16.5  %
Net earned premiums                 $ 139,095          $ 119,760                 16.1  %       $ 408,280          $  351,413                 16.2  %
Losses and loss adjustment expenses
excluding retroactive reinsurance     (96,355)          (117,214)               (17.8) %        (270,464)           (428,550)               (36.9) %
Underwriting expenses                 (26,338)           (24,073)                 9.4  %         (77,623)            (68,419)                13.5  %

Underwriting profit (loss) (1) $ 16,402 $ (21,527)

        -          $  60,193          $ (145,556)                   -
Ratios:
Loss ratio                               69.3  %            97.9  %                                 66.2  %            122.0  %
Expense ratio                            18.9  %            20.1  %                                 19.1  %             19.4  %
Combined ratio                           88.2  %           118.0  %                                 85.3  %            141.4  %
Accident year loss ratio                 69.2  %            73.2  %                                 66.2  %             67.7  %
Accident year loss ratio ex-cat (2)      65.6  %            69.0  %                                 65.0  %             66.3  %


(1)Underwriting Profit (Loss) is a non-GAAP Measure. See "Reconciliation of
Non-GAAP Measures."


(2)Accident year loss ratio excluding $5.0 million of net catastrophe losses
related to Hurricane Ian in the three and nine months ended September 30, 2022
and $5.0 million of net catastrophe losses related to Hurricane Ida in the three
and nine months ended September 30, 2021.

The Excess and Surplus Lines segment produced an underwriting profit of $16.4
million and combined ratio of 88.2% in the three months ended September 30, 2022
compared to an underwriting loss of $21.5 million and a combined ratio of 118.0%
in the three months ended September 30, 2021. The loss ratio improvement from
97.9% in the prior year to 69.3% in the current year was primarily driven by net
reserve development on prior accident years which was $139,000 adverse
(excluding adverse prior year development on the legacy Rasier business and the
impact of retroactive reinsurance - see Commercial Auto Loss Portfolio Transfer)
for the three months ended September 30, 2022 compared to $29.5 million or 24.7
percentage points of net adverse development in the three months ended September
30, 2021. The net adverse development in the prior year included $29.6 million
recognized with the loss portfolio transfer transaction with Aleka that was
effective July 1, 2021.

For the nine months ended September 30, 2022, the segment produced an
underwriting profit of $60.2 million and a combined ratio of 85.3%. This
compares to an underwriting loss of $145.6 million and a combined ratio of
141.4% for the nine

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months ended September 30, 2021. The loss ratio of 66.2% for the nine months
ended September 30, 2022 includes $48,000 of net adverse reserve development
(excluding adverse prior year development on the legacy Rasier business and the
impact of retroactive reinsurance - see Commercial Auto Loss Portfolio Transfer)
in our loss estimates for prior accident years. The loss ratio of 122.0% for the
nine months ended September 30, 2021 includes $190.7 million of net adverse
reserve development (54.3 percentage points) in our loss estimates for prior
accident years, including $200.1 million of net adverse reserve development on
our commercial auto business that was almost entirely related to a previously
canceled account that has been in runoff since 2019. The reported losses on this
terminated commercial auto account meaningfully exceeded our expectations in the
three months ended March 31, 2021. We had expected that reported losses would
decline as the account moved further into runoff, but the continued heavy
reported loss emergence in the first quarter of 2021 indicated more inherent
severity than anticipated. In response, we meaningfully adjusted our actuarial
methodology, resulting in a significant strengthening of reserves for this
account.

Attractive market conditions for our Excess and Surplus Lines segment have
enabled us to grow earned premiums. Net earned premiums of the Excess and
Surplus Lines segment were up 16.1% and 16.2% over the corresponding three and
nine month periods in the prior year, respectively, including growth in lines
that have meaningful ceding commissions. The expense ratios for the Excess and
Surplus Lines segment were 18.9% and 19.1% for the three and nine months ended
September 30, 2022, respectively, compared to 20.1% and 19.4% for the three and
nine months ended September 30, 2021.

Underwriting results in both three month and nine month periods include
hurricane catastrophe losses in our Excess Property book. The Excess and Surplus
Lines segment has a surplus share reinsurance treaty in effect that was
specifically designed to cover property risks. The surplus share treaty along
with facultative reinsurance helps ensure that our net retained limit per risk
will be $5.0 million or less. In the three months ended September 30, 2022, the
Company recorded $5.0 million of net catastrophe losses for Hurricane Ian. In
the three months ended September 30, 2021, the Company recorded $5.0 million of
net catastrophe losses for Hurricane Ida.

Underwriting results in the prior year were also negatively impacted by $8.1
million of reinstatement premium, including $6.4 million triggered by one claim
on a 2019 excess of loss treaty in the Excess and Surplus Lines segment. The
reinstatement premium reduced net written and net earned premium in the prior
year quarter and year to date and increased the underwriting loss.

Specialty Admitted Insurance Segment

Results for the Specialty Admitted Insurance segment are as follows:


                                          Three Months Ended                                          Nine Months Ended
                                             September 30,                      %                       September 30,                      %
                                        2022               2021               Change               2022               2021               Change
                                                                                   ($ in thousands)
Gross written premiums              $ 123,389          $ 121,175                  1.8  %       $ 374,066          $ 377,400                 (0.9) %
Net written premiums                $  18,929          $  22,578                (16.2) %       $  57,524          $  66,081                (12.9) %
Net earned premiums                 $  17,824          $  19,704                 (9.5) %       $  55,283          $  54,656                  1.1  %
Losses and loss adjustment expenses   (15,377)           (15,263)                 0.7  %         (44,029)           (39,371)                11.8  %
Underwriting expenses                  (2,162)            (1,357)                59.3  %          (9,508)            (8,797)                 8.1  %
Underwriting profit (1), (2)        $     285          $   3,084                (90.8) %       $   1,746          $   6,488                (73.1) %
Ratios:
Loss ratio                               86.3  %            77.5  %                                 79.6  %            72.0  %
Expense ratio                            12.1  %             6.8  %                                 17.2  %            16.1  %
Combined ratio                           98.4  %            84.3  %                                 96.8  %            88.1  %
Accident year loss ratio                 93.4  %            80.0  %                                 84.6  %            76.6  %


(1)Underwriting Profit is a non-GAAP Measure. See "Reconciliation of Non-GAAP
Measures."

(2)Underwriting results include gross fee income of $5.9 million and $17.4
million
for the three and nine months ended September 30, 2022, respectively
($5.6 million and $16.2 million in the respective prior year periods).


The Specialty Admitted Insurance segment generated underwriting profits of
$285,000 and $3.1 million (combined ratios of 98.4% and 84.3%) in the three
months ended September 30, 2022 and 2021, respectively. The loss ratios of 86.3%
and 77.5% include $1.3 million and $500,000 (7.1 and 2.5 percentage points),
respectively, of net favorable development in our loss estimates for prior
accident years. The impact of the higher net favorable reserve development in
the current year was offset by a higher current accident year loss ratio (93.4%
compared to 80.0% in the prior year) which reflects current actuarial
indications and higher loss trends in the business.

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For the nine months ended September 30, 2022 and 2021, the segment produced
underwriting profits of $1.7 million and $6.5 million (combined ratios of 96.8%
and 88.1%), respectively. The loss ratios of 79.6% and 72.0% include $2.8
million and $2.5 million (5.0 and 4.6 percentage points), respectively, of net
favorable development in our loss estimates for prior accident years reflecting
lower loss emergence in the workers' compensation book compared to expectations.
The higher current accident year loss ratio (84.6% compared to 76.6% in the
prior year) was the biggest driver of the higher overall loss ratio, and
consistent with the three months ended September 30, 2022, reflects current
actuarial indications and higher loss trends in the business.

The expense ratio of the Specialty Admitted Insurance segment was 12.1% and
17.2% for the three and nine months ended September 30, 2022, respectively,
compared to the prior year ratios of 6.8% and 16.1%, respectively. The segment
benefited from adjustments in the prior year to the allowance for doubtful
accounts, premium taxes, and assessments which together represented a 9.9 and
3.6 percentage point decrease in the segment expense ratio for the prior year
quarter and year to date, respectively. Fee income in the current year increased
5.5% and 7.3% over the respective three and nine month periods in the prior year
due to the growth in our fronting business. The impact of reinstatement premiums
and other adjustments to tax and assessment accruals in the current quarter
together represented a 6.8 and 2.4 percentage point decrease in the segment
expense ratio for the current quarter and year to date, respectively.

Casualty Reinsurance Segment

Results for the Casualty Reinsurance segment are as follows:


                                          Three Months Ended                                         Nine Months Ended
                                            September 30,                      %                       September 30,                      %
                                       2022               2021               Change               2022               2021               Change
                                                                                   ($ in thousands)
Gross written premiums              $ 30,331          $   7,751                291.3  %       $  68,387          $ 109,555                (37.6) %
Net written premiums                $ 30,338          $   7,751                291.4  %       $  70,579          $  88,855                (20.6) %
Net earned premiums                 $ 33,270          $  31,144                  6.8  %       $ 102,712          $  97,837                  5.0  %
Losses and loss adjustment expenses  (20,503)           (33,601)               (39.0) %         (74,719)           (81,657)                (8.5) %
Underwriting expenses                 (9,723)            (9,454)                 2.8  %         (31,727)           (33,037)                (4.0) %
Underwriting profit (loss) (1)      $  3,044          $ (11,911)                   -          $  (3,734)         $ (16,857)               (77.8) %
Ratios:
Loss ratio                              61.6  %           107.9  %                                 72.7  %            83.5  %
Expense ratio                           29.3  %            30.3  %                                 30.9  %            33.7  %
Combined ratio                          90.9  %           138.2  %                                103.6  %           117.2  %
Accident year loss ratio                61.6  %            59.5  %                                 66.1  %            60.4  %


(1)Underwriting Profit (Loss) is a non-GAAP Measure. See "Reconciliation of
Non-GAAP Measures."


The Casualty Reinsurance segment produced an underwriting profit of $3.0 million
and a combined ratio of 90.9% for the three months ended September 30, 2022
compared to an underwriting loss of $11.9 million and a combined ratio of 138.2%
for the three months ended September 30, 2021. The loss ratio improved from
107.9% in the prior three month period to 61.6% in the current year, driven
mainly by the impact of $15.1 million or 48.4 percentage points of net adverse
development in our loss estimates for prior accident years in the three months
ended September 30, 2021. As outlined in the "Strategic Actions" above, on
February 23, 2022, JRG Re entered into the Retrocession Agreement to reinsure
the majority of the Casualty Reinsurance segment's reserves. No prior accident
year reserve development was recognized for this segment in the three months
ended September 30, 2022.

For the nine months ended September 30, 2022 and 2021, the segment had
underwriting losses of $3.7 million and $16.9 million (combined ratios of 103.6%
and 117.2%), respectively. The loss ratio of 72.7% for the nine months ended
September 30, 2022 includes losses of $11.5 million or 11.2 points (including
$6.8 million or 6.6 points of net adverse reserve development on prior accident
years and $4.7 million of current accident year losses) recognized in the three
months ended March 31, 2022 associated with the Retrocession Agreement. The loss
ratio of 83.5% for the nine months ended September 30, 2021 includes $22.6
million or 23.1 percentage points of net adverse development in our loss
estimates for prior accident years. The higher year to date current accident
year loss ratio (66.1% for the nine months ended September 30, 2022 compared to
60.4% in the prior year period) primarily reflects the $4.7 million or 4.6
points of current accident year losses associated with the Retrocession
Agreement and changes in the mix of business.

The Casualty Reinsurance segment focuses on proportional reinsurance which
requires larger ceding commissions resulting in a higher commission expense than
in our other segments. The expense ratios of the Casualty Reinsurance segment
were

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29.3% and 30.9% for the three and nine months ended September 30, 2022,
respectively, compared to 30.3% and 33.7% in the corresponding prior year
periods. The lower current year expense ratios reflects higher net earned
premiums (increases of 6.8% and 5.0% versus the corresponding three and nine
month prior year periods) and lower commissions due to the mix of business and
commission slides which decreased the expense ratio by 4.4 and 2.4 points in the
three and nine months ended September 30, 2022, respectively, compared to a
decrease of 2.5 and an increase of 0.6 points in the three and nine months ended
September 30, 2021. General and administrative expenses were also lower for the
three and nine months ended September 30, 2022 driven primarily by lower
compensation and related expenses.

Corporate and Other Segment


Other operating expenses for the Corporate and Other segment include personnel
costs associated with the Bermuda and U.S. holding companies, professional fees,
and various other corporate expenses that were not reimbursed by our
subsidiaries, including costs associated with our internal quota share, rating
agencies and strategic initiatives. The expenses are included in our calculation
of consolidated underwriting profit, and in our consolidated expense ratio and
combined ratio.

Total operating expenses of the Corporate and Other segment were $8.4 million
and $25.2 million for the three and nine months ended September 30, 2022,
respectively, compared to $7.3 million and $23.3 million for the three and nine
months ended September 30, 2021. The higher current year expenses as compared to
the respective three and nine month periods in the prior year were largely
driven by higher compensation expenses due to the hiring of additional
employees.

Investing Results


Net investment income was $17.3 million and $48.3 million for the three and nine
months ended September 30, 2022, respectively, compared to $15.3 million and
$44.7 million for the same periods in the prior year. The Company's private
investments generated losses of $424,000 and income of $2.0 million for the
three and nine months ended September 30, 2022, respectively, compared to income
of $1.8 million and $2.9 million in the respective prior year periods. Excluding
private investments, our net investment income for the three and nine months
ended September 30, 2022 increased 31.1% and 10.8% from the prior year,
respectively, principally due to higher yields on fixed maturities and bank loan
participations. The average duration of our portfolio excluding restricted cash
equivalents was 4.2 years at September 30, 2022.

Major categories of the Company's net investment income are summarized as
follows:

                                                          Three Months Ended                    Nine Months Ended
                                                             September 30,                        September 30,
                                                        2022               2021               2022              2021
                                                                              ($ in thousands)
Fixed maturity securities                           $   12,267          $ 10,437          $  34,878          $ 32,683
Bank loan participations                                 3,370             2,836              8,432             8,230
Equity securities                                        1,390             1,225              3,939             3,636
Other invested assets:
   Renewable energy investments                            134               918              3,068               636
   Other private investments                              (558)              842             (1,082)            2,292
                                                          (424)            1,760              1,986             2,928
Cash, cash equivalents, restricted cash equivalents
and short-term investments                               1,687                59              2,067               232
Gross investment income                                 18,290            16,317             51,302            47,709
Investment expense                                        (984)           (1,028)            (3,024)           (2,983)
Net investment income                               $   17,306          $ 15,289          $  48,278          $ 44,726

The following table summarizes our annualized gross investment returns:

                                  Three Months Ended                Nine Months Ended
                                    September 30,                     September 30,
                                   2022             2021             2022            2021

Cash and invested assets                 3.0  %     2.7  %                2.8  %     2.8  %
Fixed maturity securities                3.3  %     2.7  %                2.9  %     2.8  %


Of our total cash and invested assets of $2,363.6 million at September 30, 2022
(excluding restricted cash equivalents), $187.5 million represents the cash and
cash equivalents portion of the portfolio. The majority of the portfolio, or
$1,639.2

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million, is comprised of fixed maturity securities that are classified as
available-for-sale and carried at fair value with unrealized gains and losses on
these securities reported, net of applicable taxes, as a separate component of
accumulated comprehensive (loss) income. In the nine months ended September 30,
2022, the fair values of our fixed maturity securities were negatively impacted
by a heightened inflationary environment and rate actions of the Federal
Reserve, which led to higher interest rates and lower fair values of our fixed
maturity securities. Unrealized losses on fixed maturities recognized in other
comprehensive (loss) income resulted in a $205.2 million reduction in
accumulated other comprehensive (loss) income in the nine months ended
September 30, 2022.

Also included in our investments are $160.3 million of bank loan participations,
$118.1 million of equity securities, $208.9 million of short-term investments,
and $49.5 million of other invested assets.

Bank loan participations generally provide a higher yield than our portfolio of
fixed maturity securities and are primarily senior, secured floating-rate debt
rated "BB", "B", or "CCC" by Standard & Poor's or an equivalent rating from
another nationally recognized statistical rating organization, and are therefore
below investment grade. Bank loans include assignments of and participations in
performing and non-performing senior corporate debt generally acquired through
primary bank syndications and in secondary markets. They consist of, but are not
limited to, term loans, the funded and unfunded portions of revolving credit
facilities, and similar loans and investments. Bank loan participations are
measured at fair value pursuant to the Company's election of the fair value
option, and changes in unrealized gains and losses in bank loan participations
are reported in our income statement as net realized and unrealized gains
(losses) on investments. At September 30, 2022 and December 31, 2021, the fair
market value of these securities was $160.3 million and $156.0 million,
respectively.

For the nine months ended September 30, 2022, the Company recognized net
realized and unrealized investment losses of $29.9 million ($7.8 million of net
realized and unrealized investment losses for the three months ended September
30, 2022), including $13.8 million of net unrealized losses on bank loan
participations, $16.0 million of net unrealized losses for the change in the
fair value of equity securities, $284,000 of net realized investment gains on
the sale of fixed maturity securities, $376,000 of net realized investment
losses on the sale of bank loan participations, and $47,000 of net realized
investment gains on the sale of equity securities.

For the nine months ended September 30, 2021, the Company recognized net
realized and unrealized investment gains of $13.7 million ($4.0 million of net
realized and unrealized investment gains for the three months ended September
30, 2021), including $6.6 million of net unrealized gains on bank loan
participations, $3.8 million of net unrealized gains for the change in the fair
value of equity securities, $4.3 million of net realized investment gains on the
sale of fixed maturity securities, $645,000 of net realized investment losses on
the sale of bank loan participations, and $386,000 of net realized investment
losses on the sale of equity securities.

In conjunction with its outside investment managers, the Company performs
quarterly reviews of all securities within its investment portfolio to determine
whether any impairment has occurred. Management concluded that none of its fixed
maturity securities were impaired at September 30, 2022 or December 31, 2021. At
September 30, 2022, 99.8% of the Company's fixed maturity security portfolio was
rated "BBB-" or better ("investment grade") by Standard & Poor's or received an
equivalent rating from another nationally recognized rating agency. Management
does not intend to sell available-for-sale securities in an unrealized loss
position, and it is not "more likely than not" that the Company will be required
to sell these securities before a recovery in their value to their amortized
cost basis occurs.

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The amortized cost and fair value of our available-for-sale fixed maturity
securities were as follows:

                                                                September 30, 2022                                                 December 31, 2021
                                              Cost or                                       % of                 Cost or                                       % of
                                             Amortized               Fair                  Total                Amortized               Fair                  Total
                                                Cost                Value                Fair Value                Cost                Value                Fair Value
                                                                                                  ($ in thousands)
Fixed maturity securities,
available-for-sale:
State and municipal                        $   377,410          $   320,897                     19.6  %       $   323,773          $   333,717                     19.9  %
Residential mortgage-backed                    388,386              348,927                     21.3  %           246,586              246,631                     14.7  %
Corporate                                      669,209              593,957                     36.2  %           711,930              732,335                     43.7  %
Commercial mortgage and asset-backed           328,022              303,845                     18.5  %           301,247              304,488                     18.2  %

U.S. Treasury securities and obligations
guaranteed by the U.S. government               76,309               71,622                      4.4  %            60,329               60,390                      3.5  %

Total fixed maturity securities,
available-for-sale                         $ 1,839,336          $ 1,639,248                    100.0  %       $ 1,643,865          $ 1,677,561                    100.0  %

The following table sets forth the composition of the Company's portfolio of
available-for-sale fixed maturity securities by rating as of September 30, 2022:


Standard & Poor's or Equivalent Designation      Fair Value       % of Total
                                                      ($ in thousands)
AAA                                             $   368,400           22.5  %
AA                                                  687,406           41.9  %
A                                                   432,792           26.4  %
BBB                                                 148,074            9.0  %
Below BBB and unrated                                 2,576            0.2  %
Total                                           $ 1,639,248          100.0  %

The amortized cost and fair value of our available-for-sale investments in fixed
maturity securities summarized by contractual maturity are as follows:

                                                     September 30, 2022
                                         Amortized          Fair             % of
                                           Cost             Value         Total Value
                                                      ($ in thousands)
Due in:
One year or less                       $    50,179      $    48,892             3.0  %
After one year through five years          439,524          409,673            25.0  %
After five years through ten years         351,577          300,364            18.3  %
After ten years                            281,648          227,547            13.9  %
Residential mortgage-backed                388,386          348,927            21.3  %
Commercial mortgage and asset-backed       328,022          303,845            18.5  %

Total                                  $ 1,839,336      $ 1,639,248           100.0  %


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Other Income and Expense

Other income and expense primarily consists of non-operating income of $247,000
and non-operating expenses of $100,000 for the three and nine months ended
September 30, 2022, respectively, and non-operating expenses of $625,000 and
$2.0 million for the three and nine months ended September 30, 2021,
respectively. The non-operating income for the three months ended September 30,
2022 includes a $430,000 broker fee rebate associated with the Retrocession
Agreement in the Casualty Reinsurance segment. Non-operating expenses include
legal fees related to a purported class action lawsuit, legal and other
professional fees related to the Company's May 2021 common share offering and
various strategic initiatives, and employee severance costs.

Interest Expense


Interest expense was $5.0 million and $2.2 million for the three months ended
September 30, 2022 and 2021, respectively ($11.3 million and $6.7 million for
the nine months ended September 30, 2022 and 2021, respectively). Interest
expense for the three months and nine months ended September 30, 2022 includes
$1.2 million and $2.6 million of crediting fees on the Funds Withheld Account
balance under the Retrocession Agreement. The impact of rising interest rates on
our variable rate senior and trust preferred debt also contributed to the higher
current year interest expense. See "-Liquidity and Capital Resources-Sources and
Uses of Funds" for more information regarding our senior bank debt facilities
and trust preferred securities.

Amortization of Intangibles


The Company recorded $90,000 of amortization of intangible assets in each of the
three months ended September 30, 2022 and 2021 ($272,000 in each of the nine
months ended September 30, 2022 and 2021).

Income Tax Expense


Our effective tax rate fluctuates from period to period based on the relative
mix of income reported by country and the respective tax rates imposed by each
tax jurisdiction. For U.S.-sourced income, the Company's U.S. federal income tax
expense differs from the amounts computed by applying the federal statutory
income tax rate to income before taxes due primarily to interest income on
tax-advantaged state and municipal securities, dividends received income, and
excess tax benefits on share based compensation. For the nine months ended
September 30, 2022, our effective tax rate was 30.9%. The effective rate
exceeded the 21.0% U.S. statutory rate due to a projected annual loss in Bermuda
that does not provide a tax benefit and certain discreet items including excess
tax expenses associated with vested restricted share units ("RSUs") in the nine
months ended September 30, 2022. The Company had a pre-tax loss of $129.6
million for the nine months ended September 30, 2021 and recorded a U.S. federal
income tax benefit of $23.1 million. The pre-tax loss was largely driven by the
$210.8 million of net adverse reserve development on prior accident years,
including $190.7 million of net adverse development from the Excess and Surplus
Lines segment that was primarily related to a former commercial auto account.
For the nine months ended September 30, 2021, our U.S. federal income tax
benefit was 17.8% of the loss before taxes.

Reserves


An indicator of reserve strength that we monitor closely is the percentage of
our gross and net loss reserves that are comprised of incurred but not reported
("IBNR") reserves.

The Company's gross reserve for losses and loss adjustment expenses at
September 30, 2022 was $2,786.7 million. Of this amount, 61.0% relates to
amounts that are IBNR. This amount was 59.6% at December 31, 2021. The Company's
gross reserves for losses and loss adjustment expenses by segment are summarized
as follows:

                                       Gross Reserves at September 30, 2022
                                      Case               IBNR             Total
                                                 ($ in thousands)

Excess and Surplus Lines $ 607,079 $ 1,015,398 $ 1,622,477
Specialty Admitted Insurance 337,642

             400,085          737,727
Casualty Reinsurance                 141,184             285,312          426,496
Total                          $   1,085,905         $ 1,700,795      $ 2,786,700


At September 30, 2022, the amount of net reserves (prior to the $621,000
allowance for uncollectible reinsurance recoverables) of $1,201.2 million that
related to IBNR was 64.8%. This amount was 64.4% at December 31, 2021. The
Company's net reserves for losses and loss adjustment expenses by segment are
summarized as follows:

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                                       Net Reserves at September 30, 2022
                                      Case               IBNR            Total
                                                ($ in thousands)
Excess and Surplus Lines       $    325,752           $ 618,822      $   944,574
Specialty Admitted Insurance         45,810              62,024          107,834
Casualty Reinsurance                 51,820              97,015          148,835
Total                          $    423,382           $ 777,861      $ 1,201,243

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Funds


Our sources of funds consist primarily of premiums written, investment income,
reinsurance recoveries, proceeds from sales and redemptions of investments,
borrowings on our credit facilities, and the issuance of common and Series A
Preferred Shares. We use operating cash flows primarily to pay operating
expenses, losses and loss adjustment expenses, reinsurance premiums, and income
taxes. Cash flow from operations may differ substantially from net income. The
potential for a large claim under an insurance or reinsurance contract means
that substantial and unpredictable payments may need to be made within
relatively short periods of time.

The following table summarizes our cash flows:

Nine Months Ended September 30,

                                                                            2022                2021
                                                                                ($ in thousands)
Cash and cash equivalents provided by (used in):
Operating activities (excluding restricted cash equivalents)            $  167,649          $ (211,394)
Investing activities                                                      (262,181)            111,759
Financing activities                                                        91,953             157,926
Change in cash and cash equivalents                                         (2,579)             58,291
Change in restricted cash equivalents (operating activities)                   480            (849,920)

Change in cash, cash equivalents, and restricted cash equivalents $ (2,099) $ (791,629)




Cash provided by operating activities excluding restricted cash equivalents of
$167.6 million for the nine months ended September 30, 2022 was driven by the
growth in our U.S. segments and the collection of premiums receivable at a
quicker rate than payments of loss and loss adjustment expenses. Cash used in
operating activities excluding restricted cash equivalents of $211.4 million for
the nine months ended September 30, 2021 primarily reflects the outflow of funds
to effect the Commercial Auto LPT in the third quarter.

Cash used in investing activities of $262.2 million for the nine months ended
September 30, 2022 reflects our efforts to enhance the yield in our investment
portfolio by investing available cash and cash equivalents into higher yielding
investments. Cash provided by investing activities of $111.8 million for the
nine months ended September 30, 2021 was primarily due to the investments
sold/funds withdrawn from our investment portfolio to effect the Commercial Auto
LPT in the third quarter. Cash and cash equivalents (excluding restricted cash
equivalents) comprised 7.9% and 9.7% of total cash and invested assets at
September 30, 2022 and 2021, respectively.

Cash provided by financing activities of $92.0 million for the nine months ended
September 30, 2022 includes $144.9 million of net proceeds (after expenses) from
the issuance and sale of 150,000 Series A Preferred Shares on March 1, 2022. The
proceeds were used for general corporate purposes and to repay $40.0 million of
loans outstanding on the 2017 Facility (as defined below) on March 28, 2022.
Financing activities for the nine months ended September 30, 2022 also include
$5.9 million of dividends paid to common shareholders and $6.1 million of
dividends paid on the Series A Preferred Shares.

 Cash provided by financing activities of $157.9 million for the nine months
ended September 30, 2021 includes $192.1 million of net proceeds (before
expenses) from a public offering of our common shares that closed on May 10,
2021. The proceeds were used for general corporate purposes. Financing
activities for the nine months ended September 30, 2021 also includes $32.0
million of dividends paid to common shareholders.

The change in restricted cash equivalents for the nine months ended
September 30, 2021 primarily reflects restricted cash equivalents returned to a
former insured, per the terms of a collateral trust. See Amounts Recoverable
from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book below.

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Dividends

We are organized as a Bermuda holding company with our operations conducted by
our wholly-owned subsidiaries. Accordingly, our holding company may receive cash
through loans from banks, issuance of equity and debt securities, corporate
service fees or dividends received from our subsidiaries and/or other
transactions. Our U.S. holding company may receive cash in a similar manner and
also through payments from our subsidiaries pursuant to our U.S. consolidated
tax allocation agreement.

The payment of dividends by our subsidiaries to us is limited by statute. In
general, the laws and regulations applicable to our domestic insurance
subsidiaries limit the aggregate amount of dividends or other distributions that
they may declare or pay within any 12-month period without advance regulatory
approval. Generally, the limitations are based on the greater of statutory net
income for the preceding year or 10.0% of statutory surplus at the end of the
preceding year. In addition, insurance regulators have broad powers to prevent
reduction of statutory surplus to inadequate levels and could refuse to permit
the payment of dividends calculated under any applicable formula. See Item 1-
"Business Regulation-U.S. Insurance Regulation-State Regulation" in our Annual
Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on
March 1, 2022 for additional information. The maximum amount of dividends
available to the U.S. holding company from our U.S. insurance subsidiaries
during 2022 without regulatory approval is $27.2 million.

The Bermuda Insurance Act of 1978 prohibits an insurer from declaring or paying
a dividend if it is in breach of its minimum solvency margin, its enhanced
capital requirement, or its minimum liquidity ratio, or if the declaration or
payment of such dividend would cause such a breach. An insurer can declare or
pay dividends without prior regulatory approval up to 25% of the total statutory
capital and surplus (as shown on its previous financial year's statutory balance
sheet). See Item 1- "Business Regulation- Bermuda Insurance Regulation-
Restrictions on Dividends and Distributions" in our Annual Report on Form 10-K
for the year ended December 31, 2021 filed with the SEC on March 1, 2022 for
additional information. Based on that calculation, the maximum combined amount
of dividends and return of capital available to us from our Bermuda insurers
without regulatory approval in 2022 is calculated to be approximately $129.7
million. However, any dividend payment is contingent upon continued compliance
with Bermuda regulatory requirements, including but not limited to the enhanced
solvency requirement calculations.

Holders of the Series A Preferred Shares are entitled to a dividend at the
initial rate of 7% of the Liquidation Preference per annum, paid in cash,
in-kind in common shares or in Series A Preferred Shares, at our election. On
the five-year anniversary of the Closing Date, and each five-year anniversary
thereafter, the dividend rate will reset to a rate equal to the five-year U.S.
treasury rate plus 5.2%. Dividends accrue quarterly and are payable on March 31,
June 30, September 30 and December 31 of each year. Cash dividends of $6.1
million have been paid on the Series A Preferred Shares from the date the Series
A Preferred Shares were issued (March 1, 2022) through September 30, 2022.

At September 30, 2022, the Bermuda holding company had $2.0 million of cash and
cash equivalents. The U.S. holding company had $18.9 million of cash and
invested assets, comprised of cash and cash equivalents of $5.0 million,
short-term investments of $7.0 million, and other invested assets of $6.9
million, which are not subject to regulatory restrictions. Additionally, our
U.K. intermediate holding company had no invested assets and cash of less than
ten thousand dollars at September 30, 2022.

Credit Agreements


The Company has a $315.0 million senior revolving credit facility (as amended or
amended and restated, the "2013 Facility"). The 2013 Facility is comprised of
the following at September 30, 2022:

•A $102.5 million secured revolving facility used by JRG Re to issue letters of
credit for the benefit of third-party reinsureds. This portion of our credit
facility is secured by our investment securities. At September 30, 2022, the
Company had $40.5 million of letters of credit issued under the secured
facility.

•A $212.5 million unsecured revolving facility to meet the working capital needs
of the Company. All unpaid principal on the revolver is due at maturity.
Interest accrues quarterly and is payable in arrears at 3-month LIBOR plus a
margin which is currently 1.5% and is subject to change according to terms in
the credit agreement. At September 30, 2022, the Company had a drawn balance of
$185.8 million outstanding on the unsecured revolver.

The 2013 Facility has been amended from time to time since its inception in
2013. On November 8, 2019, the Company entered into a Second Amended and
Restated Credit Agreement for the 2013 Facility which, among other things,
extended the maturity date of the 2013 Facility until November 8, 2024,
increased the amount available under the unsecured revolving credit facility to
$212.5 million, lowered the applicable interest rate and letter of credit fees,
and modified certain negative covenants to be less restrictive.

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The 2013 Facility contains certain financial and other covenants (including
minimum net worth, maximum ratio of total adjusted debt outstanding to total
capitalization, and financial strength ratings) with which the Company was in
compliance at September 30, 2022.

On August 2, 2017, the Company, and its wholly-owned subsidiary, JRG Re,
together as borrowers, entered into a credit agreement (the "2017 Facility")
that provides the Company with a revolving line of credit of up to $100.0
million, which may be used for loans and letters of credit made or issued, at
the borrowers' option, on a secured or unsecured basis. Obligations under the
2017 Facility carry a variable rate of interest subject to terms in the credit
agreement and will mature 30 days after notice of termination from the lender.
The 2017 Facility contains certain financial and other covenants with which we
are in compliance at September 30, 2022. The loans and letters of credit made or
issued under the revolving line of credit of the 2017 Facility may be used to
finance the borrowers' general corporate purposes. The 2017 Facility has been
amended from time to time since its inception in 2017, including on November 8,
2019 when the Company entered into a First Amendment to Credit Agreement which,
among other things, lowered the applicable interest rate and modified certain
negative covenants to be less restrictive. Interest accrues quarterly and is
payable in arrears at variable rates which are subject to change according to
terms in the credit agreement. At September 30, 2022, unsecured loans of $21.5
million and secured letters of credit totaling $22.6 million were outstanding on
the 2017 Facility. During the three months ended March 31, 2022, the Company
repaid $40.0 million of loans that were outstanding under the 2017 Facility.

On May 26, 2004, we issued $15.0 million of senior debt due April 29, 2034. The
senior debt is not redeemable by the holder or subject to sinking fund
requirements. Interest accrues quarterly and is payable in arrears at a floating
rate per annum equal to the 3-month LIBOR plus 3.85%. This senior debt is
redeemable at par prior to its stated maturity at our option in whole or in
part. The terms of the senior debt contain certain covenants, with which we are
in compliance at September 30, 2022, and which, among other things, restrict our
ability to assume senior indebtedness secured by our U.S. holding company's
common stock or its subsidiaries' capital stock or to issue shares of its
subsidiaries' capital stock.

From May 2004 through January 2008, we sold trust preferred securities through
five Delaware statutory trusts sponsored and wholly-owned by the Company or its
subsidiaries. Each trust used the net proceeds from the sale of its trust
preferred securities to purchase our floating-rate junior subordinated debt.

The following table summarizes the nature and terms of the junior subordinated
debt and trust preferred securities outstanding at September 30, 2022 (including
the Company's repurchases of a portion of these trust preferred securities):

                                                                                                                                                    Franklin
                                                                                                                                                  Holdings II
                                    James River                James River                 James River                James River                  (Bermuda)
                                      Capital                    Capital                     Capital                    Capital                     Capital
                                      Trust I                    Trust II                   Trust III                   Trust IV                    Trust I
                                                                                         ($ in thousands)
Issue date                          May 26, 2004            December 15, 2004             June 15, 2006            December 11, 2007            January 10, 2008
Principal amount of trust
preferred securities                   $7,000                    $15,000                     $20,000                    $54,000                     $30,000
Principal amount of junior
subordinated debt                      $7,217                    $15,464                     $20,619                    $55,670                     $30,928
Carrying amount of junior
subordinated debt net of
repurchases                            $7,217                    $15,464                     $20,619                    $44,827                     $15,928
Maturity date of junior
subordinated debt, unless
accelerated earlier                 May 24, 2034            December 15, 2034             June 15, 2036            December 15, 2037             March 15, 2038
Trust common stock                      $217                       $464                       $619                       $1,670                       $928
Interest rate, per annum            Three-Month                Three-Month                 Three-Month                Three-Month                 Three-Month
                                     LIBOR plus                 LIBOR plus                 LIBOR plus                  LIBOR plus                  LIBOR plus
                                        4.0%                       3.4%                       3.0%                        3.1%                        4.0%

All of the junior subordinated debt is currently redeemable at 100.0% of the
unpaid principal amount at our option.

The junior subordinated debt contains certain covenants with which we are in
compliance as of September 30, 2022.


At September 30, 2022 and December 31, 2021, the Company's leverage ratio was
22.8% and 31.1%, respectively. The leverage ratio is defined in our senior
credit agreements as the ratio of adjusted consolidated debt to total capital.
Adjusted consolidated debt treats trust preferred securities as equity capital
up to 15% of total capital. The Series A Preferred Shares represent equity
capital for purposes of the leverage ratio calculation under the credit
agreements. Total capital is defined as total debt plus tangible equity
excluding accumulated other comprehensive income. The maximum leverage ratio
permitted by the agreements is 35.0%. We believe having debt as part of our
capital structure allows us to generate a higher return on equity and greater
book value per share results than we could by using equity capital alone.

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Ceded Reinsurance

Our insurance segments enter into reinsurance contracts to limit our exposure to
potential losses arising from large risks, to protect against the aggregation of
several risks in a common loss occurrence, and to provide additional capacity
for growth. Our reinsurance is contracted under excess of loss and quota share
reinsurance contracts. In excess of loss reinsurance, the reinsurer agrees to
assume all or a portion of the ceding company's losses in excess of a specified
amount. The premiums payable to the reinsurer are negotiated by the parties
based on their assessment of the amount of risk being ceded to the reinsurer
because the reinsurer does not share proportionately in the ceding company's
losses. In quota share reinsurance, the reinsurer agrees to assume a specified
percentage of the ceding company's losses arising out of a defined class of
business in exchange for a corresponding percentage of premiums. For the three
months ended September 30, 2022 and 2021, our net premium retention was 53.1%
and 45.6%, respectively.

The following is a summary of our Excess and Surplus Lines segment's net
retention after reinsurance as of September 30, 2022:


Line of Business                          Company Retention

Casualty

Primary Specialty Casualty,               Up to $1.0 million per occurrence, subject to a $1.0 million
including Professional Liability          aggregate deductible.(1)
Primary Casualty                          Up to $2.0 million per occurrence.(2)
Excess Casualty                           Up to $2.0 million per occurrence.(3)
Property                                  Up to $5.0 million per event.(4)


(1)  Except for Life Sciences quota share carve out, which is up to $2.0 million
per occurrence.
(2)  Total exposure to any one claim is generally $1.0 million.
(3)  For policies with an occurrence limit up to $10.0 million, the excess
casualty treaty is set such that our retention is no more than $2.0 million.
(4)  The property catastrophe reinsurance treaty has a limit of $55.0 million
with one reinstatement.

We use catastrophe modeling software to analyze the risk of severe losses from
hurricanes and earthquakes on our exposure. We utilize the model in our risk
selection, pricing, and to manage our overall portfolio probable maximum loss
("PML") accumulations. A PML is an estimate of the amount we would expect to pay
in any one catastrophe event within a given annual probability of occurrence
(i.e. a return period or loss exceedance probability).

In our Excess and Surplus Lines segment, we write a small book of excess
property insurance, but we do not write primary property insurance. The Excess
and Surplus Lines segment has a surplus share reinsurance treaty in effect that
was specifically designed to cover property risks. The surplus share treaty
along with facultative reinsurance helps ensure that our net retained limit per
risk will be $5.0 million or less.

Based upon the modeling of our Excess and Surplus Lines and Specialty Admitted
segments, it would take an event at the 1 in 1000 year PML to exhaust our $60.0
million property catastrophe reinsurance. In the event of a catastrophe loss
exhausting our $60.0 million property catastrophe reinsurance, we estimate our
pre-tax cost would not exceed 2.5% of shareholders' equity, including
reinstatement premiums and net retentions. In addition to this retention, we
would retain any losses in excess of our reinsurance coverage limits.

On September 27, 2021, James River entered into the Commercial Auto LPT with
Aleka to reinsure substantially all of the Excess and Surplus Lines segment's
legacy portfolio of commercial auto policies previously issued to Rasier. See
"Amounts Recoverable from an Indemnifying Party and Reinsurer on the Legacy
Commercial Auto Book" below for further information on this reinsurance
agreement.

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The following is a summary of our Specialty Admitted Insurance segment's ceded
reinsurance in place as of September 30, 2022:

        Line of Business                                           Coverage
Casualty
Workers' Compensation                   Quota share coverage for 65.5% of the first $1.0
                                        million.(1)(2)
                                        Excess of loss coverage for $29.0 million in excess of $1.0
                                        million.(1)(2)
Auto Programs                           Quota share coverage for 70-90% of limits up to $1.5 million
                                        liability and $7.5 million physical damage per occurrence.
General Liability & Professional        Quota share coverage for 65%-100% of limits up to $3.0 million
Liability - Programs                    per occurrence.

Umbrella and Excess Casualty - Quota share coverage for at least 65% of limits up to $10.0
Programs

                                million per occurrence, and 75% of 

excess of loss coverage for

                                        $5.0 million in excess of $10.0 

million.

Property

Property within Package -               Quota share coverage for 100% of limits up to $40.0 million
Programs                                per occurrence.
Excess Property                         Quota share coverage for 100% of limits up to $16.9 million.
Catastrophe Coverage                    Excess of Loss coverage for $59.0 

million in excess of $1.0

                                        million per occurrence.
Aviation Programs                       Quota share coverage for 80% of 

limits up to $20 million

                                        liability and $2.5 million hull per 

occurrence, each aircraft;

                                        and excess of loss coverage for up 

to $8.7M excess of $300

                                        thousand of our 20% share of the 

quota share each occurrence.



(1)  Excluding one program which has quota share coverage for 84% of the first
$1.0 million per occurrence and excess of loss coverage for $49.0 million in
excess of $1.0 million per occurrence.

(2) Includes any residual market pools.


Our Specialty Admitted Insurance segment purchases reinsurance for at least 50%
of the exposed limits on specialty admitted property-casualty business. The
segment enters into reinsurance contracts for the individual risk workers'
compensation business as well as fronting and program business. While the
segment focuses on casualty business, incidental property risk is incurred in
the fronting and program business. The segment is covered for $59.0 million in
excess of $1.0 million per occurrence to manage its property exposure to an
approximate 1 in 1,000 year PML.

In our Casualty Reinsurance segment, we also have limited property catastrophe
exposure on treaties in run-off, primarily through auto physical damage
coverage. In the aggregate, we believe our pre-tax group-wide PML from a 1 in
1,000 year property catastrophe event would not exceed 2.5% of shareholders'
equity, inclusive of reinstatement premiums payable.

On February 23, 2022, JRG Re entered into the Retrocession Agreement with FRL to
reinsure the majority of the segment risk, which closed on March 31, 2022. See
"Strategic Actions - Loss Portfolio Transfer Retrocession Agreement" above for
further information on this retrocession agreement.

We also had a contingency clash reinsurance treaty to cover both the Excess and
Surplus Lines and Specialty Admitted Insurance segments in the event of a claim
incident involving more than one of our insureds in addition to Extra
Contractual and Excess Policy Limits protection. The treaty covered $10.0
million in excess of a $2.0 million retention for loss occurrences within the
treaty term. This coverage was put into runoff effective July 1, 2022. As of
September 30, 2022, our average net retained limit per risk is $2.5 million.

Effective January 1, 2020, we purchased an additional $10.0 million in claims
made coverage for excess policy limits and extra contractual obligations
exposures above the clash and contingency treaty for the period 2014 to present.
This treaty has one reinstatement.

The Company's insurance segments remain liable to policyholders if its
reinsurers are unable to meet their contractual obligations under applicable
reinsurance agreements. We establish an allowance for credit losses for our
current estimate of uncollectible reinsurance recoverables. At September 30,
2022, the allowance for credit losses on reinsurance recoverables was $621,000.
To minimize exposure to significant losses from reinsurance insolvencies, the
Company evaluates the financial condition of its reinsurers and monitors
concentrations of credit risk. The Company generally seeks to purchase
reinsurance from reinsurers with A.M. Best financial strength ratings of "A-"
(Excellent) or better. The Company's reinsurance contracts generally require
reinsurers that are not authorized as reinsurers under U.S. state insurance
regulations or that experience rating downgrades from rating agencies below
specified levels to fund their share of the Company's ceded outstanding losses
and loss adjustment expense reserves, typically through the use of irrevocable
and unconditional letters of credit. In fronting arrangements, which the Company
conducts through its Specialty Admitted Insurance segment, we are subject to
credit risk

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with regard to insurance companies who act as reinsurers for us in such
arrangements. We customarily require a collateral trust arrangement to secure
the obligations of the insurance entity for whom we are fronting.

At September 30, 2022, we had reinsurance recoverables on unpaid losses of
$1,584.8 million (net of a $621,000 allowance for credit losses) and reinsurance
recoverables on paid losses of $110.3 million, and all material recoverable
amounts were from companies with A.M. Best ratings of "A-" (Excellent) or
better, are collateralized by the reinsurer for our benefit through letters of
credit or funds on deposit in trust accounts, or represent recoverables from a
state residual market for automobile insurance.

Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy
Commercial Auto Book


James River previously issued a set of commercial auto insurance contracts to
Rasier (the "Rasier Commercial Auto Policies") under which James River pays
losses and loss adjustment expenses on the contracts. James River has indemnity
agreements with Rasier (non-insurance entities) (collectively, the "Indemnity
Agreements") and is contractually entitled to reimbursement for the portion of
the losses and loss adjustment expenses paid on behalf of Rasier under the
Rasier Commercial Auto Policies and other expenses incurred by James River. On
September 27, 2021, James River entered into a loss portfolio transfer
reinsurance agreement (the "Commercial Auto LPT") with Aleka to reinsure
substantially all of the Rasier Commercial Auto Policies for which James River
is not otherwise indemnified by Rasier under the Indemnity Agreements. Under the
terms of the Commercial Auto LPT, effective as of July 1, 2021, James River
ceded to Aleka approximately $345.1 million of commercial auto liabilities
relating to Rasier Commercial Auto Policies written in the years 2013-2019,
which amount constituted the reinsurance premium.

Each of Rasier and Aleka are required to post collateral under the Indemnity
Agreements and the Commercial Auto LPT, respectively:


•Pursuant to the Indemnity Agreements, Rasier is required to post collateral
equal to 102% of James River's estimate of the amounts that are recoverable or
may be recoverable under the indemnity agreements, including, among other
things, case loss and loss adjustment expense reserves, IBNR loss and loss
adjustment expense reserves, extra contractual obligations and excess policy
limits liabilities. The collateral is provided through a collateral trust
arrangement (the "Indemnity Trust") in favor of James River by Aleka. In
connection with the execution of the Commercial Auto LPT, James River returned
$691.3 million to the Indemnity Trust, representing the remaining balance of the
amount withdrawn in October 2019, as was permitted under the indemnification
agreements with Rasier and the associated trust agreement. At September 30,
2022, the balance in the Indemnity Trust was $262.1 million, and, together with
the balance of the Loss Fund Trust (as defined below) attributable to the
Indemnity Agreements as described below, the total balance of collateral
securing Rasier's obligations under the Indemnity Agreements was $331.3 million.

•Pursuant to the Commercial Auto LPT, Aleka is required to post collateral equal
to 102% of James River's estimate of Aleka's obligations under the Commercial
Auto LPT, calculated in accordance with statutory accounting principles. The
collateral is provided through a collateral trust arrangement (the "LPT Trust")
established in favor of James River by Aleka. At September 30, 2022, the balance
in the LPT Trust was $118.3 million, and, together with the balance of the Loss
Fund Trust (as defined below) attributable to the Commercial Auto LPT as
described below, the total balance of collateral securing Aleka's obligations
under the Commercial Auto LPT was $146.5 million. At September 30, 2022, the
total reinsurance recoverables under the Commercial Auto LPT was $189.1 million
(including $174.3 million of unpaid recoverables and $14.8 million of paid
recoverables).

In connection with the execution of the Commercial Auto LPT, James River and
Aleka entered into an administrative services agreement (the "Administrative
Services Agreement") with a third party claims administrator (the
"Administrator") pursuant to which the Administrator handles the claims on the
Rasier Commercial Auto Policies for the remaining life of those claims. The
claims paid by the Administrator are reimbursable by James River, and pursuant
to the Administrative Services Agreement, James River established a loss fund
trust account for the benefit of the Administrator (the "Loss Fund Trust") to
collateralize its claims payment reimbursement obligations. James River funds
the Loss Fund Trust using funds withdrawn from the Indemnity Trust, funds
withdrawn from the LPT Trust, and its own funds, in each case in an amount equal
to the pro rata portion of the required Loss Fund Trust balance attributable to
the Indemnity Agreements, the Commercial Auto LPT and James River's existing
third party reinsurance agreements, respectively. At September 30, 2022, the
balance in the Loss Fund Trust was $102.5 million, including $69.2 million
representing collateral supporting Rasier's obligations under the Indemnity
Agreements and $28.2 million representing collateral supporting Aleka's
obligations under the Commercial Auto LPT. Funds posted to the Loss Fund Trust
are classified as restricted cash equivalents on the Company's balance sheet.

While the Commercial Auto LPT brings economic finality to substantially all of
the Rasier Commercial Auto Policies, the Company has credit exposure to Rasier
and Aleka under the Indemnity Agreements and the Commercial Auto LPT if the
estimated losses and expenses of the Rasier Commercial Auto Policies grow at a
faster pace than the growth in our collateral balances. In addition, we have
credit exposure if our estimates of future losses and loss adjustment expenses
and other amounts recoverable under the Indemnity Agreements and the Commercial
Auto LPT, which are the basis for establishing the collateral balances, are
lower than actual amounts paid or payable. The amount of our credit exposure in
any of these instances could be

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material. To mitigate these risks, we closely and frequently monitor our
exposure compared to our collateral held, and we request additional collateral
in accordance with the terms of the Commercial Auto LPT and Indemnity Agreements
when our analysis indicates that we have uncollateralized exposure.

Ratings


The A.M. Best financial strength rating for our group's regulated insurance and
reinsurance subsidiaries is "A-" (Excellent) with a stable outlook. This rating
reflects A.M. Best's opinion of our insurance and reinsurance subsidiaries'
financial strength, operating performance and ability to meet obligations to
policyholders and is not an evaluation directed towards the protection of
investors. The rating for our operating insurance and reinsurance companies of
"A-" (Excellent) is the fourth highest rating of the thirteen ratings issued by
A.M. Best and is assigned to insurers that have, in A.M. Best's opinion, an
excellent ability to meet their ongoing obligations to policyholders. On March
4, 2021, A.M. Best announced that it reduced the outlook on our regulated
insurance subsidiaries to negative from stable on the "A" (Excellent) financial
strength rating on such entities following our announcement of $86.0 million of
adverse development on reserves for losses and loss adjustment expenses in the
fourth quarter of 2020 principally related to our commercial auto business in
our Excess and Surplus Lines segment. On May 7, 2021, following the Company's
announcement of $168.7 million of further adverse development in the first
quarter of 2021 on reserves for losses and loss adjustment expenses in our
Excess and Surplus Lines segment, inclusive of $170.0 million of unfavorable
development in our commercial auto business, A.M. Best announced a downgrade of
our financial strength rating to "A-" (Excellent) and maintained a negative
outlook on our regulated insurance subsidiaries. The Company's outlook was
upgraded to stable by A.M. Best in the third quarter of 2021 following the
closing of the Commercial Auto LPT which reinsures substantially all of the
legacy commercial auto business.

The financial strength ratings assigned by A.M. Best have an impact on the
ability of our regulated subsidiaries to attract and retain agents and brokers
and on the risk profiles of the submissions for insurance that our subsidiaries
receive. We believe the "A-" (Excellent) ratings assigned to our insurance and
reinsurance subsidiaries allow our subsidiaries to actively pursue relationships
with the agents and brokers identified in their marketing plans.

Series A Preferred Shares


The Company closed on the issuance and sale of 150,000 Series A Preferred Shares
on March 1, 2022 for an aggregate purchase price of $150.0 million, or $1,000
per share, in a private placement. The Series A Preferred Shares are convertible
into the Company's common shares at the option of the holder at any time, or at
the Company's option under certain circumstances. Dividends on the Series A
Preferred Shares accrue quarterly at the initial rate of 7% of the Liquidation
Preference per annum, which may be paid in cash, in-kind in common shares or in
Series A Preferred Shares, at the Company's election.

EQUITY


Total common shares outstanding increased from 37,373,066 at December 31, 2021
to 37,450,438 at September 30, 2022, reflecting 77,372 common shares issued in
the nine months ended September 30, 2022 related to vesting of RSUs.

Share Based Compensation Expense


For the three months ended September 30, 2022 and 2021, the Company recognized
$2.2 million and $1.5 million of share based compensation expense, respectively
($6.2 million and $5.2 million in the nine month periods ended September 30,
2022 and 2021, respectively). As of September 30, 2022, the Company had $13.5
million of unrecognized share based compensation expense expected to be charged
to earnings over a weighted-average period of 2.0 years.

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Equity Incentive Plans

Options

The following table summarizes option activity:

                                               Nine Months Ended September 30,
                                            2022                                2021
                                                     Weighted-                       Weighted-
                                                      Average                         Average
                                                      Exercise                        Exercise
                                   Shares              Price           Shares          Price
Outstanding:
Beginning of period                    287,974      $    35.26       463,324        $    32.25
Granted                                      -      $        -             -        $        -
Exercised                                    -      $        -       (41,392)       $    24.87
Forfeited                                    -      $        -       (29,418)       $    38.81
End of period                          287,974      $    35.26       392,514        $    32.53
Exercisable, end of period             287,974      $    35.26       392,514        $    32.53



All of the outstanding options are fully vested (vesting period of three years
from date of grant) and have a contractual life of seven years from the original
date of grant.

RSUs

The following table summarizes RSU activity:

Nine Months Ended September 30,

                                                                2022                                        2021
                                                                         Weighted-                                   Weighted-
                                                                          Average                                     Average
                                                                         Grant Date                                  Grant Date
                                                     Shares              Fair Value              Shares              Fair Value

Unvested, beginning of period                        292,135           $     45.89               399,856           $     43.59
Granted                                              545,450           $     20.54               139,682           $     50.22
Vested                                              (112,527)          $     45.49              (165,131)          $     41.86
Forfeited                                             (9,760)          $     22.97               (56,575)          $     45.91
Unvested, end of period                              715,298           $     26.94               317,832           $     47.00


Outstanding RSUs granted to employees generally vest ratably over a three year
vesting period. RSUs granted to non-employee directors have a one year vesting
period.

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Underwriting Performance Ratios

The following table provides the underwriting performance ratios of the Company
inclusive of the business subject to retroactive reinsurance accounting for loss
portfolio transfers. There is no economic impact to the Company over the life of
a loss portfolio transfer contract so long as any additional losses subject to
the contract are within the limit of the loss portfolio transfer and the
counterparty performs under the contract. Retroactive reinsurance accounting is
not indicative of our current and ongoing operations. Management believes that
providing loss ratios and combined ratios on business not subject to retroactive
reinsurance accounting for loss portfolio transfers gives the users of our
financial statements useful information in evaluating our current and ongoing
operations.

                                                             Three Months Ended                               Nine Months Ended
                                                               September 30,                                    September 30,
                                                        2022                    2021                     2022                    2021
Excess and Surplus Lines:
Loss Ratio                                                  69.3  %                 97.9  %                  66.2  %                122.0  %
Impact of retroactive reinsurance                           14.9  %                    -  %                   5.1  %                    -  %
Loss Ratio including impact of retroactive
reinsurance                                                 84.2  %                 97.9  %                  71.3  %                122.0  %

Combined Ratio                                              88.2  %                118.0  %                  85.3  %                141.4  %
Impact of retroactive reinsurance                           14.9  %                    -  %                   5.1  %                    -  %
Combined Ratio including impact of retroactive
reinsurance                                                103.1  %                118.0  %                  90.4  %                141.4  %

Consolidated:
Loss Ratio                                                  69.5  %                 97.3  %                  68.7  %                109.1  %
Impact of retroactive reinsurance                           10.9  %                    -  %                   3.7  %                    -  %
Loss Ratio including impact of retroactive
reinsurance                                                 80.4  %                 97.3  %                  72.4  %                109.1  %

Combined Ratio                                              94.1  %                122.1  %                  94.2  %                135.6  %
Impact of retroactive reinsurance                           10.9  %                    -  %                   3.7  %                    -  %
Combined Ratio including impact of retroactive
reinsurance                                                105.0  %                122.1  %                  97.9  %                135.6  %



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RECONCILIATION OF NON-GAAP MEASURES

Reconciliation of Underwriting Profit


We define underwriting profit as net earned premiums and gross fee income (in
specific instances when the Company is not retaining insurance risk) less losses
and loss adjustment expenses on business not subject to retroactive reinsurance
accounting for loss portfolio transfers and other operating expenses. Other
operating expenses include the underwriting, acquisition, and insurance expenses
of the operating segments and, for consolidated underwriting profit, the
expenses of the Corporate and Other segment. Our definition of underwriting
profit may not be comparable to that of other companies.

The following table reconciles the underwriting profit (loss) of the operating
segments by individual segment to consolidated (loss) income before income
taxes:

                                                        Three Months Ended                     Nine Months Ended
                                                           September 30,                         September 30,
                                                      2022               2021              2022               2021
                                                                             (in thousands)
Underwriting profit (loss) of the operating
segments:
Excess and Surplus Lines                          $  16,402          $ (21,527)         $ 60,193          $ (145,556)
Specialty Admitted Insurance                            285              3,084             1,746               6,488
Casualty Reinsurance                                  3,044            (11,911)           (3,734)            (16,857)
Total underwriting profit (loss) of operating
segments                                             19,731            (30,354)           58,205            (155,925)
Other operating expenses of the Corporate and
Other segment                                        (8,447)            (7,287)          (25,209)            (23,258)
Underwriting profit (loss) (1)                       11,284            (37,641)           32,996            (179,183)
Losses and loss adjustment expenses - retroactive
reinsurance                                         (20,773)                 -           (20,773)                  -
Net investment income                                17,306             15,289            48,278              44,726
Net realized and unrealized (losses) gains on
investments                                          (7,754)             3,983           (29,874)             13,738
Amortization of intangible assets                       (90)               (90)             (272)               (272)
Other income and expenses                               364               (615)              112              (1,964)
Interest expense                                     (4,950)            (2,227)          (11,291)             (6,692)
(Loss) income before income taxes                 $  (4,613)         $ 

(21,301) $ 19,176 $ (129,647)

(1)Included in underwriting results for the three and nine months ended
September 30, 2022 is gross fee income of $5.9 million and $17.4 million,
respectively ($5.6 million and $16.2 million in the respective prior year
periods).

Reconciliation of Adjusted Net Operating Income


Adjusted net operating income is defined as income available to common
shareholders excluding a) the impact of loss portfolio transfers accounted for
as retroactive reinsurance, b) net realized and unrealized gains (losses) on
investments, c) certain non-operating expenses such as professional service fees
related to a purported class action lawsuit, various strategic initiatives, and
the filing of registration statements for the offering of securities, and d)
severance costs associated with terminated employees. Adjusted net operating
income should not be viewed as a substitute for net income calculated in
accordance with GAAP, and our definition of adjusted net operating income may
not be comparable to that of other companies.

Our income (loss) available to common shareholders reconciles to our adjusted
net operating income (loss) as follows:

                                                                    Three Months Ended September 30,
                                                               2022                                 2021
                                                     Income                                Loss
                                                     Before              Net              Before              Net
                                                      Taxes            Income             Taxes               Loss
                                                                            ($ in thousands)
Loss available to common shareholders              $ (7,238)         $ (7,246)         $ (21,301)         $ (23,889)
Losses and loss adjustment expenses - retroactive
reinsurance                                          20,773            16,411                  -                  -
Net realized and unrealized investment losses
(gains)                                               7,754             6,581             (3,983)            (3,422)
Other (income) expenses                                (247)             (247)               625                497
Adjusted net operating income (loss)               $ 21,042          $ 

15,499 $ (24,659) $ (26,814)

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                                                                      Nine Months Ended September 30,
                                                               2022                                  2021
                                                     Income                                Loss
                                                     Before              Net              Before                Net
                                                      Taxes            Income              Taxes               Loss
                                                                             ($ in thousands)
Income (loss) available to common shareholders     $ 13,051          $  7,123          $ (129,647)         $ (106,506)
Losses and loss adjustment expenses - retroactive
reinsurance                                          20,773            16,411                   -                   -
Net realized and unrealized investment losses
(gains)                                              29,874            25,757             (13,738)            (11,914)
Other expenses                                          100               100               1,963               1,640
Adjusted net operating income (loss)               $ 63,798          $ 

49,391 $ (141,422) $ (116,780)

Tangible Equity and Tangible Equity per Share


Tangible equity is defined as shareholders' equity plus mezzanine Series A
Preferred Shares and the unrecognized deferred retroactive reinsurance gain on
loss portfolio transfers less goodwill and intangible assets, net of
amortization. Tangible equity per share represents tangible equity divided by
the sum of total common shares outstanding plus the common shares resulting from
an assumed conversion of the outstanding Series A Preferred Shares into common
shares (at the current conversion price). Our definitions of tangible equity and
tangible equity per share may not be comparable to that of other companies, and
they should not be viewed as a substitute for shareholders' equity and
shareholders' equity per share calculated in accordance with GAAP.

The following table reconciles shareholders' equity to tangible equity as of
September 30, 2022 and December 31, 2021:

Older

TANDEM DIABETES CARE INC – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations.

Newer

UNUM GROUP – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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