Senior Unsecured Fixed Rate Notes

12 Months Ended

Dec. 31, 2019

In September 2012, Argo Group (the “Parent Guarantor”), through its subsidiary Argo Group U.S. (the “Subsidiary Issuer”), issued $143,750,000 aggregate principal amount of the Subsidiary Issuer’s 6.5% Senior Notes due September 15, 2042 (the “Notes”). The Notes are unsecured and unsubordinated obligations of the Subsidiary Issuer and rank equally in right of payment with all of the Subsidiary Issuer’s other unsecured and unsubordinated debt. The Notes are guaranteed on a full and unconditional senior unsecured basis by the Parent Guarantor. The Notes may be redeemed, for cash, in whole or in part, on or after September 15, 2017, at the Subsidiary Issuer’s option, at any time and from time to time, prior to maturity at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date.

In accordance with ASU 2015-3, “Simplifying the Presentation of Debt Issuance Costs” (Topic 835), we present the unamortized debt issuance costs in the balance sheet as a direct deduction from the carrying value of the debt liability. At December 31, 2019 and 2018, the Notes consisted of the following:



(in millions)	December 31, 2019			December 31, 2018
Senior unsecured fixed rate notes
Principal	$	143.8		$	143.8
Less: unamortized debt issuance costs	(3.8		)	(4.0		)
Senior unsecured fixed rate notes, less unamortized debt issuance costs	$	140.0		$	139.8

In accordance with Article 10 of SEC Regulation S-X, we have elected to present condensed consolidating financial information in lieu of separate financial statements for the Subsidiary Issuer. The following tables present condensed consolidating financial information at December 31, 2019 and 2018 and for the three years ended December 31, 2019, 2018 and 2017 of the Parent Guarantor and the Subsidiary Issuer. The Subsidiary Issuer is an indirect wholly-owned subsidiary of the Parent Guarantor. Investments in subsidiaries are accounted for by the Parent Guarantor under the equity method for purposes of the supplemental consolidating presentation. Earnings of subsidiaries are reflected in the Parent Guarantor’s investment accounts and earnings.

The Parent Guarantor fully and unconditionally guarantees certain of the debt of the Subsidiary Issuer. Condensed consolidating financial information of the Subsidiary Issuer is presented on a consolidated basis and consists principally of the net assets, results of operations and cash flows of operating insurance company subsidiaries.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2019

(in millions)



	Argo Group International Holdings, Ltd (Parent Guarantor)		Argo Group U.S., Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Assets
Investments	$	0.6	$	3,405.6		$	1,693.2		$	—		$	5,099.4
Cash	1.9		31.6			104.3			—			137.8
Accrued investment income	—		18.2			7.5			—			25.7
Premiums receivable	—		231.3			456.9			—			688.2
Reinsurance recoverables	—		1,689.4			1,415.2			—			3,104.6
Goodwill and other intangible assets, net	40.6		123.4			89.2			—			253.2
Deferred tax assets, net	—		0.4			5.7			—			6.1
Deferred acquisition costs, net	—		88.4			71.8			—			160.2
Ceded unearned premiums	—		306.4			238.6			—			545.0
Operating lease right-of-use assets	7.1		59.6			25.1			—			91.8
Other assets	7.8		165.8			213.5			—			387.1
Assets held for sale	—		15.4			—			—			15.4
Intercompany note receivable	—		56.7			(56.7		)	—			—
Investments in subsidiaries	1,916.7		—			—			(1,916.7		)	—
Total assets	$	1,974.7	$	6,192.2		$	4,264.3		$	(1,916.7	)	$	10,514.5
Liabilities and Shareholders' Equity
Reserves for losses and loss adjustment expenses	$	—	$	3,037.5		$	2,120.1		$	—		$	5,157.6
Unearned premiums	—		899.8			511.1			—			1,410.9
Funds held and ceded reinsurance payable, net	—		645.9			607.8			—			1,253.7
Debt	153.4		284.3			141.0			—			578.7
Current income taxes payable, net	—		8.2			(7.4		)	—			0.8
Accrued underwriting expenses and other liabilities	13.6		87.6			124.8			—			226.0
Operating lease liabilities	7.3		68.9			29.5			—			105.7
Due to (from) affiliates	19.3		(13.4		)	13.4			(19.3		)	—
Total liabilities	193.6		5,018.8			3,540.3			(19.3		)	8,733.4
Total shareholders' equity	1,781.1		1,173.4			724.0			(1,897.4		)	1,781.1
Total liabilities and shareholders' equity	$	1,974.7	$	6,192.2		$	4,264.3		$	(1,916.7	)	$	10,514.5


⁽¹⁾	Includes all other subsidiaries of Argo Group and all intercompany eliminations.


⁽²⁾	Includes all Argo Group parent company eliminations.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2018

(in millions)



	Argo Group International Holdings, Ltd (Parent Guarantor)		Argo Group U.S., Inc. and Subsidiaries (Subsidiary Issuer)		Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Assets
Investments	$	3.8	$	3,175.9	$	1,607.3		$	—		$	4,787.0
Cash	1.7		31.7		105.8			—			139.2
Accrued investment income	—		20.3		6.9			—			27.2
Premiums receivable	—		229.5		420.4			—			649.9
Reinsurance recoverables	—		1,635.2		1,053.1			—			2,688.3
Goodwill and other intangible assets, net	41.9		123.8		104.8			—			270.5
Current income taxes receivable, net	—		9.1		(0.9		)	—			8.2
Deferred acquisition costs, net	—		86.2		81.1			—			167.3
Ceded unearned premiums	—		250.4		207.3			—			457.7
Other assets	15.7		165.3		181.9			—			362.9
Intercompany note receivable	—		53.7		(53.7		)	—			—
Investments in subsidiaries	1,852.7		—		—			(1,852.7		)	—
Total assets	$	1,915.8	$	5,781.1	$	3,714.0		$	(1,852.7	)	$	9,558.2
Liabilities and Shareholders' Equity
Reserves for losses and loss adjustment expenses	$	—	$	2,771.4	$	1,883.2		$	—		$	4,654.6
Unearned premiums	—		797.4		503.5			—			1,300.9
Funds held and ceded reinsurance payable, net	—		739.3		268.4			—			1,007.7
Debt	153.4		284.7		142.1			—			580.2
Deferred tax liabilities, net	—		5.6		0.6			—			6.2
Accrued underwriting expenses and other liabilities	7.2		112.4		142.3			—			261.9
Due to (from) affiliates	8.5		2.0		(2.0		)	(8.5		)	—
Intercompany note payable	—		19.1		(19.1		)	—			—
Total liabilities	169.1		4,731.9		2,919.0			(8.5		)	7,811.5
Total shareholders' equity	1,746.7		1,049.2		795.0			(1,844.2		)	1,746.7
Total liabilities and shareholders' equity	$	1,915.8	$	5,781.1	$	3,714.0		$	(1,852.7	)	$	9,558.2


⁽¹⁾	Includes all other subsidiaries of Argo Group and all intercompany eliminations.


⁽²⁾	Includes all Argo Group parent company eliminations.

CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2019

(in millions)



	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group U.S., Inc. and Subsidiaries (Subsidiary Issuer)		Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Premiums and other revenue:
Earned premiums	$	—		$	1,043.9	$	685.6		$	—		$	1,729.5
Net investment income	49.2			103.3		50.7			(52.1		)	151.1
Fee and other income	—			3.2		5.9			—			9.1
Net realized investment (losses) gains	(0.1		)	80.9		(0.8		)	—			80.0
Total revenue	49.1			1,231.3		741.4			(52.1		)	1,969.7
Expenses:
Losses and loss adjustment expenses	—			696.8		523.9			—			1,220.7
Underwriting, acquisition and insurance expenses	1.3			415.2		249.3			—			665.8
Other corporate expenses	26.8			10.8		—			—			37.6
Interest expense	6.6			18.4		8.6			—			33.6
Fee and other expense	—			4.2		1.6			—			5.8
Foreign currency exchange losses (gains)	—			0.7		(10.3		)	—			(9.6		)
Impairment of goodwill	—			—		15.6			—			15.6
Total expenses	34.7			1,146.1		788.7			—			1,969.5
Income (loss) before income taxes	14.4			85.2		(47.3		)	(52.1		)	0.2
Provision (benefit) for income taxes	—			16.8		(8.2		)	—			8.6
Net income (loss) before equity in earnings of subsidiaries	14.4			68.4		(39.1		)	(52.1		)	(8.4		)
Equity in undistributed earnings of subsidiaries	(22.8		)	—		—			22.8			—
Net (loss) income	$	(8.4	)	$	68.4	$	(39.1	)	$	(29.3	)	$	(8.4	)


⁽¹⁾	Includes all other subsidiaries of Argo Group and all intercompany eliminations.


⁽²⁾	Includes all Argo Group parent company eliminations.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2018

(in millions)



	Argo Group International Holdings, Ltd (Parent Guarantor)		Argo Group U.S., Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Premiums and other revenue:
Earned premiums	$	—	$	861.9		$	869.8		$	—		$	1,731.7
Net investment income	33.8		79.4			56.4			(36.5		)	133.1
Fee and other income	—		4.4			4.6			—			9.0
Net realized investment gains (losses)	2.5		(51.3		)	(20.5		)	(2.7		)	(72.0		)
Total revenue	36.3		894.4			910.3			(39.2		)	1,801.8
Expenses:
Losses and loss adjustment expenses	—		523.7			517.1			—			1,040.8
Underwriting, acquisition and insurance expenses	11.3		333.6			309.8			—			654.7
Interest expense	6.2		18.2			7.2			—			31.6
Fee and other expense	—		5.3			1.8			—			7.1
Foreign currency exchange losses (gains)	—		0.2			(0.3		)	—			(0.1		)
Total expenses	17.5		881.0			835.6			—			1,734.1
Income before income taxes	18.8		13.4			74.7			(39.2		)	67.7
Provision for income taxes	—		(0.8		)	4.9			—			4.1
Net income before equity in earnings of subsidiaries	18.8		14.2			69.8			(39.2		)	63.6
Equity in undistributed earnings of subsidiaries	44.8		—			—			(44.8		)	—
Net income	$	63.6	$	14.2		$	69.8		$	(84.0	)	$	63.6


⁽¹⁾	Includes all other subsidiaries of Argo Group and all intercompany eliminations.


⁽²⁾	Includes all Argo Group parent company eliminations.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2017

(in millions)



	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group U.S., Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Premiums and other revenue:
Earned premiums	$	—		$	555.9		$	1,016.4		$	—		$	1,572.3
Net investment (expense) income	(4.5		)	87.5			57.0			—			140.0
Fee and other income	—			18.8			3.7			—			22.5
Net realized investment gains (losses)	0.4			40.8			(1.9		)	—			39.3
Total revenue	(4.1		)	703.0			1,075.2			—			1,774.1
Expenses:
Losses and loss adjustment expenses	—			337.9			712.3			—			1,050.2
Underwriting, acquisition and insurance expenses	14.3			266.6			354.5			—			635.4
Interest expense	4.3			17.2			6.2			—			27.7
Fee and other expense	—			12.4			2.2			—			14.6
Foreign currency exchange losses	0.1			0.1			6.1			—			6.3
Total expenses	18.7			634.2			1,081.3			—			1,734.2
(Loss) income before income taxes	(22.8		)	68.8			(6.1		)	—			39.9
Benefit for income taxes	—			(0.6		)	(9.8		)	—			(10.4		)
Net (loss) income before equity in earnings of subsidiaries	(22.8		)	69.4			3.7			—			50.3
Equity in undistributed earnings of subsidiaries	73.1			—			—			(73.1		)	—
Net income	$	50.3		$	69.4		$	3.7		$	(73.1	)	$	50.3


⁽¹⁾	Includes all other subsidiaries of Argo Group and all intercompany eliminations.


⁽²⁾	Includes all Argo Group parent company eliminations.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR YEAR ENDED DECEMBER 31, 2019

(in millions)



	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group U.S., Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾		Total
Net cash flows from operating activities	$	38.4		$	124.3		$	20.6		$	—	$	183.3
Cash flows from investing activities:
Proceeds from sales of investments	—			1,297.3			554.8			—		1,852.1
Maturities and mandatory calls of fixed maturity investments	—			292.8			229.4			—		522.2
Purchases of investments	—			(1,303.8		)	(680.2		)	—		(1,984.0		)
Change in short-term investments and foreign regulatory deposits	3.2			(351.4		)	(142.2		)	—		(490.4		)
Settlements of foreign currency exchange forward contracts	(0.2		)	1.8			(1.3		)	—		0.3
Purchases of fixed assets and other, net	—			(41.4		)	(1.6		)	—		(43.0		)
Cash provided by (used in) investing activities	3.0			(104.7		)	(41.1		)	—		(142.8		)
Cash flows from financing activities:
Payment on the intercompany note	—			(19.1		)	19.1			—		—
Payment on note payable	—			(0.6		)	—			—		(0.6		)
Activity under stock incentive plans	1.9			—			—			—		1.9
Repurchase of Company's common shares	—			—			—			—		—
Payment of cash dividend to common shareholders	(43.1		)	—			—			—		(43.1		)
Cash (used in) provided by financing activities	(41.2		)	(19.7		)	19.1			—		(41.8		)
Effect of exchange rate changes on cash	—			—			(0.1		)	—		(0.1		)
Change in cash	0.2			(0.1		)	(1.5		)	—		(1.4		)
Cash, beginning of year	1.7			31.7			105.8			—		139.2
Cash, end of period	$	1.9		$	31.6		$	104.3		$	—	$	137.8


⁽¹⁾	Includes all other subsidiaries of Argo Group and all intercompany eliminations.


⁽²⁾	Includes all Argo Group parent company eliminations.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR YEAR ENDED DECEMBER 31, 2018

(in millions)



	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group U.S., Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾		Total
Net cash flows from operating activities	$	72.4		$	182.4		$	46.5		$	—	$	301.3
Cash flows from investing activities:
Proceeds from sales of investments	—			1,067.7			532.1			—		1,599.8
Maturities and mandatory calls of fixed maturity investments	—			344.9			73.7			—		418.6
Purchases of investments	—			(1,508.3		)	(640.8		)	—		(2,149.1		)
Change in short-term investments and foreign regulatory deposits	(3.4		)	(105.0		)	(10.8		)	—		(119.2		)
Settlements of foreign currency exchange forward contracts	(0.5		)	2.2			(3.2		)	—		(1.5		)
Cash acquired with acquisition of Ariscom	—			—			15.6			—		15.6
Purchases of fixed assets and other, net	(0.1		)	(19.0		)	(13.4		)	—		(32.5		)
Cash (used in) provided by investing activities	(4.0		)	(217.5		)	(46.8		)	—		(268.3		)
Cash flows from financing activities:
Borrowing under the intercompany note	—			19.0			(19.0		)	—		—
Activity under stock incentive plans	1.6			—			—			—		1.6
Repurchase of Company's common shares	(31.7		)	—			—			—		(31.7		)
Payment of cash dividend to common shareholders	(37.5		)	—			—			—		(37.5		)
Cash (used in) provided by financing activities	(67.6		)	19.0			(19.0		)	—		(67.6		)
Effect of exchange rate changes on cash	—			—			(2.8		)	—		(2.8		)
Change in cash	0.8			(16.1		)	(22.1		)	—		(37.4		)
Cash, beginning of year	0.9			47.8			127.9			—		176.6
Cash, end of period	$	1.7		31.7			105.8			—		139.2


⁽¹⁾	Includes all other subsidiaries of Argo Group and all intercompany eliminations.


⁽²⁾	Includes all Argo Group parent company eliminations.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR YEAR ENDED DECEMBER 31, 2017

(in millions)



	Argo Group International Holdings, Ltd (Parent Guarantor)			Argo Group U.S., Inc. and Subsidiaries (Subsidiary Issuer)			Other Subsidiaries and Eliminations ⁽¹⁾			Consolidating Adjustments ⁽²⁾			Total
Net cash flows from operating activities	$	20.8		$	149.5		$	(5.3	)	$	—		$	165.0
Cash flows from investing activities:
Proceeds from sales of investments	—			809.5			920.4			—			1,729.9
Maturities and mandatory calls of fixed maturity investments	—			483.1			195.2			—			678.3
Purchases of investments	—			(1,495.6		)	(1,165.2		)	—			(2,660.8		)
Change in short-term investments and foreign regulatory deposits	1.5			67.1			230.9			—			299.5
Settlements of foreign currency exchange forward contracts	0.9			(8.2		)	4.4			—			(2.9		)
Acquisition of subsidiaries, net of cash	(235.3		)	—			130.1			—			(105.2		)
Issuance of intercompany note, net	—			—			(120.0		)	120.0			—
Purchases of fixed assets and other, net	(0.1		)	(26.2		)	(33.8		)	—			(60.1		)
Cash (used in) provided by investing activities	(233.0		)	(170.3		)	162.0			120.0			(121.3		)
Cash flows from financing activities:
Additional long-term borrowings	125.0			—			—			—			125.0
Borrowing under the intercompany note	120.0			60.0			(60.0		)	(120.0		)	—
Activity under stock incentive plans	1.4			—			—			—			1.4
Repurchase of Company's common shares	(0.1		)	(45.1		)	—			—			(45.2		)
Payment of cash dividend to common shareholders	(33.2		)	—			—			—			(33.2		)
Cash provided by (used in) financing activities	213.1			14.9			(60.0		)	(120.0		)	48.0
Effect of exchange rate changes on cash	—			—			(1.1		)	—			(1.1		)
Change in cash	0.9			(5.9		)	95.6			—			90.6
Cash, beginning of year	—			53.7			32.3			—			86.0
Cash, end of year	$	0.9		$	47.8		$	127.9		$	—		$	176.6


⁽¹⁾	Includes all other subsidiaries of Argo Group and all intercompany eliminations.

⁽²⁾

Includes all Argo Group parent company eliminations.