SEC Form 10-Q filed by Mercury General Corporation

10/29/24 4:08:31 PM ET

$MCY

Property-Casualty Insurers

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File No. 001-12257

______________________________

MERCURY GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

________________________________


California		95-2211612
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4484 Wilshire Boulevard
Los Angeles,	California	90010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (323) 937-1060

_______________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	MCY	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At October 24, 2024, the registrant had issued and outstanding an aggregate of 55,371,127 shares of its Common Stock.

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MERCURY GENERAL CORPORATION

INDEX TO FORM 10-Q



		Page
PART I - FINANCIAL INFORMATION

Item 1	Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	6
	Notes to Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3	Quantitative and Qualitative Disclosures about Market Risks	42
Item 4	Controls and Procedures	43

PART II - OTHER INFORMATION

Item 1	Legal Proceedings	44
Item 1A	Risk Factors	44
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3	Defaults upon Senior Securities	44
Item 4	Mine Safety Disclosures	44
Item 5	Other Information	45
Item 6	Exhibits	45

SIGNATURES		46

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)


	September 30, 2024		December 31, 2023
	(unaudited)
ASSETS
Investments, at fair value:
Fixed maturity securities (amortized cost $4,882,324; $4,394,983)	$	4,858,840	$	4,319,336
Equity securities (cost $755,443; $654,939)	870,837		730,693
Short-term investments (cost $289,616; $179,375)	288,704		178,491
Total investments	6,018,381		5,228,520
Cash	616,275		550,903
Receivables:
Premiums	731,379		607,025
Allowance for credit losses on premiums receivable	(6,100)		(5,300)
Premiums receivable, net of allowance for credit losses	725,279		601,725
Accrued investment income	65,118		59,128
Other	57,862		25,603
Total receivables	848,259		686,456
Reinsurance recoverables (net of allowance for credit losses $4; $12)	28,019		31,947
Deferred policy acquisition costs	341,406		293,844
Fixed assets (net of accumulated depreciation $311,220; $302,557)	135,919		151,183
Operating lease right-of-use assets	13,947		14,406
Current income taxes	—		4,081
Deferred income taxes	20,905		33,013
Goodwill	42,796		42,796
Other intangible assets, net	7,906		8,333
Other assets	79,135		57,915
Total assets	$	8,152,948	$	7,103,397
LIABILITIES AND SHAREHOLDERS’ EQUITY
Loss and loss adjustment expense reserves	$	3,073,690	$	2,785,702
Unearned premiums	2,076,910		1,735,660
Notes payable	574,028		573,729
Accounts payable and accrued expenses	231,519		175,219
Operating lease liabilities	14,055		14,231
Current income taxes	24,394		—
Other liabilities	296,062		270,711
Total liabilities	6,290,658		5,555,252
Commitments and contingencies
Shareholders’ equity:
Common stock without par value or stated value: Authorized 70,000 shares; issued and outstanding 55,371; 55,371	98,947		98,947
Retained earnings	1,763,343		1,449,198
Total shareholders’ equity	1,862,290		1,548,145
Total liabilities and shareholders’ equity	$	8,152,948	$	7,103,397

See accompanying Notes to Consolidated Financial Statements.

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MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Net premiums earned	$	1,320,652	$	1,090,311	$	3,723,355	$	3,129,483
Net investment income	72,738		60,965		206,726		171,287
Net realized investment gains (losses)	114,446		(90,001)		155,536		(60,772)
Other	22,538		3,917		23,837		15,000
Total revenues	1,530,374		1,065,192		4,109,454		3,254,998
Expenses:
Losses and loss adjustment expenses	918,439		823,742		2,759,117		2,651,081
Policy acquisition costs	230,293		181,569		630,016		518,813
Other operating expenses	86,861		69,192		245,651		207,223
Interest	7,717		5,918		23,288		16,398
Total expenses	1,243,310		1,080,421		3,658,072		3,393,515
Income (loss) before income taxes	287,064		(15,229)		451,382		(138,517)
Income tax expense (benefit)	56,208		(7,002)		84,496		(43,459)
Net income (loss)	$	230,856	$	(8,227)	$	366,886	$	(95,058)
Net income (loss) per share:
Basic	$	4.17	$	(0.15)	$	6.63	$	(1.72)
Diluted	$	4.17	$	(0.15)	$	6.63	$	(1.72)
Weighted average shares outstanding:
Basic	55,371		55,371		55,371		55,371
Diluted	55,376		55,371		55,374		55,371

See accompanying Notes to Consolidated Financial Statements.

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MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Common stock, beginning of period	$	98,947	$	98,947	$	98,947	$	98,947
Common stock, end of period	98,947		98,947		98,947		98,947
Retained earnings, beginning of period	1,550,068		1,301,192		1,449,198		1,423,184
Net income (loss)	230,856		(8,227)		366,886		(95,058)
Dividends paid to shareholders	(17,581)		(17,580)		(52,741)		(52,741)
Retained earnings, end of period	1,763,343		1,275,385		1,763,343		1,275,385
Total shareholders’ equity, end of period	$	1,862,290	$	1,374,332	$	1,862,290	$	1,374,332

See accompanying Notes to Consolidated Financial Statements.

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MERCURY GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	366,886	$	(95,058)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	53,844		54,154
Net realized investment (gains) losses	(155,536)		60,772
Net gains on sales of fixed assets	(20,113)		(5,857)
Loss on property held for sale	6,420		—
Increase in premiums receivable	(123,554)		(53,643)
Decrease (increase) in reinsurance recoverables	3,928		(551)
Changes in current and deferred income taxes	40,583		(43,396)
Increase in deferred policy acquisition costs	(47,562)		(30,097)
Increase in loss and loss adjustment expense reserves	287,988		138,866
Increase in unearned premiums	341,250		202,915
Increase in accounts payable and accrued expenses	56,834		16,088
Other, net	(22,169)		(16,527)
Net cash provided by operating activities	788,799		227,666
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed maturity securities available for sale in nature:
Purchases	(1,221,342)		(459,389)
Sales	163,105		160,115
Calls or maturities	562,132		184,038
Equity securities available for sale in nature:
Purchases	(1,276,932)		(970,935)
Sales	1,193,926		987,078
Calls	7,185		—
Changes in securities payable and receivable	14,026		(12,844)
Increase in short-term investments	(99,233)		(81,991)
Purchases of fixed assets	(33,814)		(26,985)
Sales of fixed assets	12,707		29,860
Other, net	8,966		6,143
Net cash used in investing activities	(669,274)		(184,910)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to shareholders	(52,741)		(52,741)
Payments on finance lease obligations	(1,412)		(855)
Proceeds from bank borrowing	—		175,000
Net cash (used in) provided by financing activities	(54,153)		121,404
Net increase in cash	65,372		164,160
Cash:
Beginning of the year	550,903		289,776
End of period	$	616,275	$	453,936
SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest paid	$	26,783	$	19,534
Income taxes paid (refunded), net	$	43,912	$	(64)

See accompanying Notes to Consolidated Financial Statements.

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MERCURY GENERAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. General

Consolidation and Basis of Presentation

The interim consolidated financial statements include the accounts of Mercury General Corporation and its subsidiaries (referred to herein collectively as the “Company”). For the list of the Company’s subsidiaries, see Note 1. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These interim financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), which differ in some respects from those filed in reports to insurance regulatory authorities. The financial data of the Company included herein are unaudited. In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly the Company’s financial position at September 30, 2024 and the results of operations and cash flows for the periods presented. All intercompany transactions and balances have been eliminated.

Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted from the accompanying interim consolidated financial statements and related notes. Readers are urged to review the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more complete descriptions and discussions. Operating results and cash flows for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates require the Company to apply complex assumptions and judgments, and often the Company must make estimates about the effects of matters that are inherently uncertain and will likely change in subsequent periods. The most significant assumptions in the preparation of these consolidated financial statements relate to reserves for losses and loss adjustment expenses ("LAE"). Actual results could differ from those estimates. See Note 1. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Earnings (Loss) per Share

There were no potentially dilutive securities with anti-dilutive effect for the three and nine months ended September 30, 2024. Potentially dilutive securities representing 17,500 shares of common stock were excluded from the computation of diluted loss per share for the three and nine months ended September 30, 2023, because their effect would have been anti-dilutive.

Dividends per Share

The Company declared and paid a dividend per share of $0.3175 during each of the three-month periods ended September 30, 2024 and 2023, and dividends per share of $0.9525 during each of the nine-month periods ended September 30, 2024 and 2023.

Deferred Policy Acquisition Costs

Deferred policy acquisition costs consist of commissions paid to outside agents, premium taxes, salaries, and certain other underwriting costs that are incremental or directly related to the successful acquisition of new and renewal insurance contracts and are amortized over the life of the related policy in proportion to premiums earned. Deferred policy acquisition costs are limited to the amount that will remain after deducting from unearned premiums and anticipated investment income, the estimated losses and loss adjustment expenses, and the servicing costs that will be incurred as premiums are earned. The Company’s deferred policy acquisition costs are further limited by excluding those costs not directly related to the successful acquisition of insurance contracts. Deferred policy acquisition cost amortization was $230.3 million and $181.6 million for the three months ended September 30, 2024 and 2023, respectively, and $630.0 million and $518.8 million for the nine months ended September 30, 2024 and 2023, respectively. The Company does not defer advertising expenditures but expenses them as

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incurred. The Company recorded net advertising expense of approximately $6.5 million and $2.4 million for the three months ended September 30, 2024 and 2023, respectively, and $13.8 million and $6.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Fixed Assets

An office building located in Oklahoma City, Oklahoma was initially classified as a property held for sale at April 30, 2024, and $3.4 million of the property held for sale, which represented the estimated fair value of the property less the estimated costs to sell, as adjusted for changes in those estimates after the initial held-for-sale classification, was included in other assets in the Company's consolidated balance sheets until completion of the sale. A loss of $0.3 million and $1.0 million recognized as a result of the held-for-sale classification was included in other revenues in the Company's consolidated statements of operations for the three and nine months ended September 30, 2024, respectively. The Company completed the sale of this property in September 2024 for a total sale price of $3.6 million, and recognized an additional loss of $0.1 million at closing of the sale, which is included in other revenues in the Company's consolidated statements of operations for the three and nine months ended September 30, 2024. In connection with the sale of the property, the Company entered into a lease agreement whereby the Company leased 5,000 square feet of office space, or approximately 5% of the total space of the property sold, from the new owner of the property. The lease commenced in September 2024 and expires at December 31, 2024, and the monthly base rent is approximately $8,000.

The Company completed the sale of another office building located in Brea, California in September 2024 for a total sale price of $31.5 million, and recognized a gain of $20.3 million associated with the sale, which is included in other revenues in the Company's consolidated statements of operations for the three and nine months ended September 30, 2024. $21.4 million of the total sale price was received in the form of a promissory note. $9.3 million of the total sale price, after settlement of selling expenses and outstanding amounts due on the property, was received in cash. Only the cash received on the sale of the property is included in the Company's consolidated statements of cash flows for the nine months ended September 30, 2024. The note receivable is secured by the property sold and bears interest at an annual rate of 7.0%. The term of the note receivable is 4 years and interest is paid in quarterly installments. This office building was initially classified as a property held for sale at September 30, 2023, and $10.5 million of the property held for sale, which represented the carrying amount of the property, was included in other assets in the Company's consolidated balance sheets until completion of the sale.

An office building located in Folsom, California was classified as a property held for sale at June 30, 2024, and $10.0 million of the property held for sale, which represented the estimated fair value of the property less the estimated costs to sell, was included in other assets in the Company's consolidated balance sheets at September 30, 2024. A loss of $5.4 million recognized as a result of the held-for-sale classification was included in other revenues in the Company's consolidated statements of operations for the nine months ended September 30, 2024.

In addition, a parcel of land located in Rancho Cucamonga, California was classified as a property held for sale at June 30, 2024, and $1.7 million of the property held for sale, which represented the carrying amount of the property, was included in other assets in the Company's consolidated balance sheets at September 30, 2024.

The Company is actively engaged in selling these real estate properties as most of its employees currently work from home and these properties are being used on a limited basis.

Reinsurance

Unearned premiums and loss and loss adjustment expense reserves are stated in the accompanying consolidated financial statements before deductions for ceded reinsurance. Unearned premiums and loss and loss adjustment expense reserves that are ceded to reinsurers are carried in other assets and reinsurance recoverables, respectively, in the Company's consolidated balance sheets. Earned premiums and losses and loss adjustment expenses are stated net of deductions for ceded reinsurance.

The Company is the assuming reinsurer under a Catastrophe Participation Reinsurance Contract (the "Contract") effective through December 31, 2025. The Company reimburses up to $30 million in losses for a proportional share of a portfolio of catastrophe losses under the Contract, to the extent the actual loss ratio exceeds the threshold loss ratio of 73.5%. If the actual loss ratio is less than the threshold loss ratio, the Company is eligible to receive a certain portion of the underwriting profit.

The Company is party to a Catastrophe Reinsurance Treaty (the "Treaty") covering a wide range of perils that is effective through June 30, 2025. The Treaty provides $1,290 million of coverage on a per occurrence basis after covered catastrophe losses exceed the $150 million Company retention limit. The Treaty specifically excludes coverage for any Florida business and for California earthquake losses on fixed property policies, such as homeowners, but does cover losses from fires following an

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earthquake. The Treaty provides for one full reinstatement of coverage limits with a minor exception at a certain upper layer of coverage, and includes some additional minor territorial and coverage restrictions.

The effect of reinsurance on property and casualty premiums written and earned was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Amounts in thousands)
Premiums Written
Direct	$	1,458,934	$	1,230,024	$	4,133,920	$	3,374,477
Ceded	(42,938)		(30,889)		(106,121)		(78,463)
Assumed	137		195		15,381		15,293
Net	$	1,416,133	$	1,199,330	$	4,043,180	$	3,311,307
Premiums Earned
Direct	$	1,351,870	$	1,110,013	$	3,794,663	$	3,174,296
Ceded	(42,444)		(30,917)		(104,894)		(78,114)
Assumed	3,856		3,883		11,578		11,630
Net	$	1,313,282	$	1,082,979	$	3,701,347	$	3,107,812

The Company recognized ceded premiums earned of approximately $42.4 million and $30.9 million for the three months ended September 30, 2024 and 2023, respectively, and $104.9 million and $78.1 million for the nine months ended September 30, 2024 and 2023, respectively, which are included in net premiums earned in its consolidated statements of operations. The Company recognized ceded losses and loss adjustment expenses of approximately $(1.5) million and $(0.3) million for the three months ended September 30, 2024 and 2023, respectively, and $(2.5) million and $3.8 million for the nine months ended September 30, 2024 and 2023, respectively, which are included in losses and loss adjustment expenses in its consolidated statements of operations.

The Company's insurance subsidiaries, as primary insurers, are required to pay losses to the extent reinsurers are unable to discharge their obligations under the reinsurance agreements.

Revenue from Contracts with Customers (Topic 606)

The Company's revenue from contracts with customers is commission income earned from third-party insurers by its 100% owned insurance agencies, which amounted to approximately $6.4 million and $5.2 million, with related expenses of $3.2 million and $2.7 million, for the three months ended September 30, 2024 and 2023, respectively, and $18.0 million and $15.0 million, with related expenses of $9.6 million and $8.2 million, for the nine months ended September 30, 2024 and 2023, respectively. All of the commission income, net of related expenses, is included in other revenues in the Company's consolidated statements of operations, and in other income of the Property and Casualty business segment in the Company's segment reporting (see Note 13. Segment Information).

As of September 30, 2024 and December 31, 2023, the Company had no contract assets and contract liabilities, and no remaining performance obligations associated with unrecognized revenues.

Allowance for Credit Losses

Financial Instruments - Credit Losses (Topic 326) uses the "expected loss" methodology for recognizing credit losses for financial assets that are not accounted for at fair value through net income. The Company's investment portfolio, excluding accrued investment income, was not affected by Topic 326 as it applies the fair value option to all of its investments. The estimated allowance amounts for credit losses at September 30, 2024 and December 31, 2023 primarily related to premiums receivable.

Premiums Receivable

The majority of the Company's premiums receivable are short-term in nature and are due within a year, consistent with the policy term of its insurance policies sold. Generally, premiums are collected prior to providing risk coverage, minimizing the Company's exposure to credit risk. In estimating an allowance for uncollectible premiums receivable, the Company assesses

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customer balances and write-offs by state, line of business, and the year the premiums were written. The estimated allowance is based on historical write-off percentages adjusted for the effects of current trends and reasonable and supportable forecasts, as well as expected recoveries of amounts written off.

The following table presents a summary of changes in allowance for credit losses on premiums receivable:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(Amounts in thousands)
Beginning balance	$	6,000	$	5,400	$	5,300	$	5,800
Provision during the period for expected credit losses	763		537		2,735		2,005
Write-off amounts during the period	(908)		(863)		(2,566)		(3,010)
Recoveries during the period of amounts previously written off	245		126		631		405
Ending balance	$	6,100	$	5,200	$	6,100	$	5,200

Accrued Interest Receivables

The Company made certain accounting policy elections for its accrued interest receivables allowed under Topic 326: a) an election to present accrued interest receivable balances separately from the associated financial assets on the balance sheet, and b) an election not to measure an allowance for credit losses on accrued interest receivable amounts and instead write off uncollectible accrued interest amounts in a timely manner by reversing interest income. The Company's accrued interest receivable balances are included in accrued investment income receivable in its consolidated balance sheets. There were no accrued interest receivable amounts considered uncollectible or written off during the nine months ended September 30, 2024 and 2023.

2. Recently Issued Accounting Standards

In March 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2024-01, "Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards." ASU 2024-01 is intended to improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. The fact patterns in the illustrative example focus on the scope conditions in paragraph 718-10-15-3. The illustrative example is intended to reduce (1) complexity in determining whether a profits interest award is subject to the guidance in Topic 718 and (2) existing diversity in practice. ASU 2024-01 will be effective for the Company in the annual and interim periods beginning January 1, 2025, though early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for the Company in the annual period beginning January 1, 2025, though early adoption is permitted. The Company is evaluating the presentational effect that ASU 2023-09 will have on its consolidated financial statements and expects presentation changes to its note on income taxes.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information, including significant segment expenses, on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the Chief Operating Decision Maker (“CODM”) uses to assess segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment information, such as depreciation, amortization and depletion expense amounts, to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this

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ASU on its consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or other interbank offered rates expected to be discontinued because of reference rate reform. ASU 2020-04 was effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848," which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company does not expect any material impact on its consolidated financial statements and related disclosures resulting from applying these ASUs.

3. Financial Instruments

Financial instruments recorded in the consolidated balance sheets include investments, note receivable, other receivables, options sold, accounts payable, and unsecured notes payable. Due to their short-term maturities, the carrying values of other receivables and accounts payable approximate their fair values. All investments are carried at fair value in the consolidated balance sheets.

The following table presents the fair values of financial instruments:


	September 30, 2024		December 31, 2023

	(Amounts in thousands)
Assets
Investments	$	6,018,381	$	5,228,520
Notes receivable	31,948		9,974
Liabilities
Options sold	620		1,955
Notes payable	571,024		557,710

Investments

Interest and dividend income on investment holdings are recognized on an accrual basis at each measurement date and are included in net investment income in the Company’s consolidated statements of operations. The cost of investments sold is determined on a first-in and first-out method and realized gains and losses are included in net realized investment gains or losses in the Company's consolidated statements of operations.

In the normal course of investing activities, the Company either forms or enters into relationships with variable interest entities ("VIEs"). A VIE is an entity that either has investors that lack certain essential characteristics of a controlling financial interest, such as simple majority kick-out rights, or lacks sufficient funds to finance its own activities without financial support provided by other entities. The Company performs ongoing qualitative assessments of the VIEs to determine whether the Company has a controlling financial interest in the VIE and therefore is the primary beneficiary. The Company is deemed to have a controlling financial interest when it has both the ability to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the Company's assessment, if it determines it is the primary beneficiary, the Company consolidates the VIE in its consolidated financial statements.

From time to time, the Company forms special purpose investment vehicles to facilitate its investment activities involving derivative instruments such as total return swaps, or limited partnerships such as private equity funds. These special purpose investment vehicles are consolidated VIEs as the Company has determined it is the primary beneficiary of such VIEs. Creditors have no recourse against the Company in the event of default by these VIEs. The Company had no implied or unfunded commitments to these VIEs at September 30, 2024 and December 31, 2023. The Company's financial or other support provided to these VIEs and its loss exposure are limited to its collateral and original investment.

The Company invests, directly or indirectly through its consolidated VIEs, in limited partnerships or limited liability companies such as private equity funds. These investments are non-consolidated VIEs as the Company has determined it is not the primary beneficiary of such VIEs. The Company's maximum exposure to loss with respect to these VIEs is limited to the total carrying value that is included in equity securities in the Company's consolidated balance sheets. At each of September 30,

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2024 and December 31, 2023, the Company had approximately $8 million in unfunded commitments to these VIEs.

Notes Receivable

In September 2024, the Company completed the sale of an office building located in Brea, California for a total sale price of $31.5 million. $21.4 million of the total sale price was received in the form of a promissory note. The note receivable is secured by the property sold, and bears interest at an annual rate of 7.0%. The term of the note receivable is four years and interest is paid in quarterly installments.

In March 2023, the Company completed the sale of an office building located in Clearwater, Florida, for a total sale price of approximately $19.6 million. $9.8 million of the total sale price was received in the form of a promissory note. The note receivable is secured by the property sold, and bears interest at an annual rate of 7.0% for the first two years, with an adjustment to the greater of 7.0% or the rate on a one-year U.S. Treasury Bill at the two-year anniversary for the remainder of the term. The term of the note receivable is four years and interest is paid in monthly installments.

Interest earned on the notes receivable is recognized in other revenues in the Company's consolidated statements of operations. The Company elected to apply the fair value option to the notes receivable at the time they were first recognized. The fair values of the notes receivable are included in other assets in the Company's consolidated balance sheets, while the changes in fair value of the notes receivable are included in net realized investment gains or losses in the Company's consolidated statements of operations.

Options Sold

The Company writes covered call options through listed and over-the-counter exchanges. When the Company writes an option, an amount equal to the premium received by the Company is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Company as realized gains from investments on the expiration date. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Company has realized a gain or loss. The Company, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. Liabilities for covered call options are included in other liabilities in the Company's consolidated balance sheets.

Notes Payable

The fair values of the Company’s publicly traded $375 million unsecured notes at September 30, 2024 and December 31, 2023 and its $200 million drawn under the unsecured credit facility at September 30, 2024 and December 31, 2023 were obtained from a third party pricing service.

For additional disclosures regarding methods and assumptions used in estimating fair values, see Note 5. Fair Value Measurements.

4. Fair Value Option

The Company applies the fair value option to all fixed maturity and equity investment securities, short-term investments, and notes receivable. The primary reasons for electing the fair value option were simplification and cost-benefit considerations as well as the expansion of the use of fair value measurement by the Company consistent with the long-term measurement objectives of the FASB for accounting for financial instruments.

Gains or losses due to changes in fair value of financial instruments measured at fair value pursuant to application of the fair value option are included in net realized investment gains or losses in the Company’s consolidated statements of operations.

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The following table presents gains (losses) recognized due to changes in fair value of financial instruments pursuant to application of the fair value option:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(Amounts in thousands)
Fixed maturity securities	$	63,178	$	(70,855)	$	52,162	$	(53,915)
Equity securities	23,835		(29,452)		39,640		(38,820)
Short-term investments	11		63		(27)		54
Total investment gains (losses)	$	87,024	$	(100,244)	$	91,775	$	(92,681)
Notes receivable	725		(37)		554		88
Total gains (losses)	$	87,749	$	(100,281)	$	92,329	$	(92,593)

5. Fair Value Measurements

The Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date using the exit price. Accordingly, when market observable data are not readily available, the Company’s own assumptions are used to reflect those that market participants would be presumed to use in pricing the asset or liability at the measurement date.

Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the level of judgment associated with inputs used to measure their fair values and the level of market price observability, as follows:


Level 1			Unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date.
Level 2			Pricing inputs are other than quoted prices in active markets, which are based on the following: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; or • Either directly or indirectly observable inputs as of the reporting date.
Level 3			Pricing inputs are unobservable and significant to the overall fair value measurement, and the determination of fair value requires significant management judgment or estimation.

In certain cases, inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Thus, a Level 3 fair value measurement may include inputs that are observable (Level 1 or Level 2) and unobservable (Level 3). The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruption, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2, or from Level 2 to Level 3. The Company recognizes transfers between levels at either the actual date of the event or a change in circumstances that caused the transfer.

Summary of Significant Valuation Techniques for Financial Assets and Financial Liabilities

The Company’s fair value measurements are based on the market approach, which utilizes market transaction data for the same or similar instruments. The Company obtained unadjusted fair values on 98.5% of its investment portfolio at fair value from an independent pricing service at September 30, 2024.

Level 1 measurements - Fair values of financial assets and financial liabilities are obtained from an independent pricing service, and are based on unadjusted quoted prices for identical assets or liabilities in active markets. Additional pricing services and closing exchange values are used as a comparison to ensure that reasonable fair values are used in pricing the investment portfolio.

U.S. government bonds and agencies /Short-term bonds: Valued using unadjusted quoted market prices for identical assets in

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active markets.

Common stock: Comprised of actively traded, exchange listed U.S. and international equity securities and valued based on unadjusted quoted prices for identical assets in active markets.

Money market instruments: Valued based on unadjusted quoted prices for identical assets in active markets.

Options sold: Comprised of free-standing exchange listed derivatives that are actively traded and valued based on unadjusted quoted prices for identical instruments in active markets.

Level 2 measurements - Fair values of financial assets and financial liabilities are obtained from an independent pricing service or outside brokers, and are based on prices for similar assets or liabilities in active markets or valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability. Additional pricing services are used as a comparison to ensure reliable fair values are used in pricing the investment portfolio.

Municipal securities: Valued based on models or matrices using inputs such as quoted prices for identical or similar assets in active markets.

Mortgage-backed securities: Comprised of securities that are collateralized by residential and commercial mortgage loans valued based on models or matrices using multiple observable inputs, such as benchmark yields, reported trades and broker/dealer quotes, for identical or similar assets in active markets. The Company had holdings of $28.2 million and $33.0 million at fair value in commercial mortgage-backed securities at September 30, 2024 and December 31, 2023, respectively.

Corporate securities/Short-term bonds: Valued based on a multi-dimensional model using multiple observable inputs, such as benchmark yields, reported trades, broker/dealer quotes and issue spreads, for identical or similar assets in active markets.

Non-redeemable preferred stock: Valued based on observable inputs, such as underlying and common stock of same issuer and appropriate spread over a comparable U.S. Treasury security, for identical or similar assets in active markets.

Collateralized loan obligations ("CLOs"): Valued based on underlying debt instruments and the appropriate benchmark spread for similar assets in active markets.

Other asset-backed securities: Comprised of securities that are collateralized by non-mortgage assets, such as automobile loans, valued based on models or matrices using multiple observable inputs, such as benchmark yields, reported trades and broker/dealer quotes, for identical or similar assets in active markets.

Notes receivable: Valued based on observable inputs, such as benchmark yields, and considering any premium or discount for the differential between the stated interest rate and market interest rates, based on quoted market prices of similar instruments.

Level 3 measurements - Fair values of financial assets and financial liabilities are based on inputs that are both unobservable and significant to the overall fair value measurement, including any items in which the evaluated prices obtained elsewhere are deemed to be of a distressed trading level. At September 30, 2024 and December 31, 2023, the Company did not have any financial assets or financial liabilities based on Level 3 measurements.

Fair value measurement using NAV practical expedient - The fair value of the Company's investment in private equity funds measured at net asset value ("NAV") is determined using NAV as advised by the external fund managers and the third party administrators. The NAV of the Company's limited partnership or limited liability company interest in such a fund is based on the manager's and the administrator's valuation of the underlying holdings in accordance with the fund's governing documents and GAAP. In accordance with applicable accounting guidance, private equity funds measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. At September 30, 2024, the Company had capital invested in four such funds: the strategy of three such funds with a combined fair value of approximately $85.5 million at September 30, 2024 is to provide current income to investors by investing mainly in secured loans, CLOs or CLO issuers (including CLO equity and CLO mezzanine tranches), and equity interests in vehicles established to purchase and warehouse loans; the strategy of the other such fund with a fair value of approximately $3.7 million at September 30, 2024 is to achieve long-term capital appreciation through privately-negotiated venture capital investments in seed- and early-stage portfolio companies with technology-enabled business models. The Company had approximately $8 million in unfunded commitments at September 30, 2024 with respect to the private equity funds measured at NAV. The underlying assets of the funds are expected to be liquidated over the period of approximately one year to eight years from September 30, 2024. In addition, the Company does not have the ability to redeem or withdraw from the funds, or to sell, assign, pledge or transfer its investment, without the consent from the General Partner or Managers of the funds. The Company will receive distributions based on the liquidation of the underlying assets and the interest proceeds from the underlying assets for all the funds.

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The Company’s financial instruments at fair value are reflected in the consolidated balance sheets on a trade-date basis. Related unrealized gains or losses are recognized in net realized investment gains or losses in the consolidated statements of operations. Fair value measurements are not adjusted for transaction costs.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values:


	September 30, 2024
	Level 1		Level 2		Level 3		Total

	(Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds and agencies	$	80,523	$	40,042	$	—	$	120,565
Municipal securities	—		3,027,149		—		3,027,149
Mortgage-backed securities	—		244,866		—		244,866
Corporate securities	—		769,051		—		769,051
Collateralized loan obligations	—		592,295		—		592,295
Other asset-backed securities	—		104,914		—		104,914
Total fixed maturity securities	80,523		4,778,317		—		4,858,840
Equity securities:
Common stock	734,198		—		—		734,198
Non-redeemable preferred stock	—		47,389		—		47,389
Private equity funds measured at net asset value (1)							89,250
Total equity securities	734,198		47,389		—		870,837
Short-term investments:
Short-term bonds	7,244		1,646		—		8,890
Money market instruments	279,783		—		—		279,783
Other	31		—		—		31
Total short-term investments	287,058		1,646		—		288,704
Other assets:
Notes receivable	—		31,948		—		31,948
Total assets at fair value	$	1,101,779	$	4,859,300	$	—	$	6,050,329
Liabilities
Other liabilities:
Options sold	$	620	$	—	$	—	$	620
Total liabilities at fair value	$	620	$	—	$	—	$	620

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	December 31, 2023
	Level 1		Level 2		Level 3		Total

	(Amounts in thousands)
Assets
Fixed maturity securities:
U.S. government bonds and agencies	$	123,182	$	51,268	$	—	$	174,450
Municipal securities	—		2,777,258		—		2,777,258
Mortgage-backed securities	—		186,887		—		186,887
Corporate securities	—		599,630		—		599,630
Collateralized loan obligations	—		484,947		—		484,947
Other asset-backed securities	—		96,164		—		96,164
Total fixed maturity securities	123,182		4,196,154		—		4,319,336
Equity securities:
Common stock	597,888		—		—		597,888
Non-redeemable preferred stock	—		51,563		—		51,563
Private equity funds measured at net asset value (1)							81,242
Total equity securities	597,888		51,563		—		730,693
Short-term investments:
Short-term bonds	12,015		1,838		—		13,853
Money market instruments	164,595		—		—		164,595
Other	43		—		—		43
Total short-term investments	176,653		1,838		—		178,491
Other assets:
Note receivable	—		9,974		—		9,974
Total assets at fair value	$	897,723	$	4,259,529	$	—	$	5,238,494
Liabilities
Other liabilities:
Options sold	$	1,955	$	—	$	—	$	1,955
Total liabilities at fair value	$	1,955	$	—	$	—	$	1,955

__________

(1) The fair value is measured using the NAV practical expedient; therefore, it is not categorized within the fair value hierarchy. The fair value amount is presented in this table to permit reconciliation of the fair value hierarchy to the amounts presented in the Company's consolidated balance sheets.

There were no transfers between Levels 1, 2, and 3 of the fair value hierarchy during the nine months ended September 30, 2024 and 2023.

At September 30, 2024, there were no material assets or liabilities measured at fair value on a nonrecurring basis.

Financial Instruments Disclosed, But Not Carried, at Fair Value

The following tables present the carrying value and fair value of the Company’s financial instruments disclosed, but not carried, at fair value, and the level within the fair value hierarchy at which such instruments are categorized:


	September 30, 2024
	Carrying Value		Fair Value		Level 1		Level 2		Level 3

	(Amounts in thousands)
Liabilities
Notes payable:
Unsecured notes	$	374,028	$	371,100	$	—	$	371,100	$	—
Unsecured credit facility	200,000		199,924		—		199,924		—
Total	$	574,028	$	571,024	$	—	$	571,024	$	—

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	December 31, 2023
	Carrying Value		Fair Value		Level 1		Level 2		Level 3

	(Amounts in thousands)
Liabilities
Notes payable:
Unsecured notes	$	373,729	$	357,765	$	—	$	357,765	$	—
Unsecured credit facility	200,000		199,945		—		199,945		—
Total	$	573,729	$	557,710	$	—	$	557,710	$	—

Unsecured Notes

The fair value of the Company’s publicly traded $375 million unsecured notes at September 30, 2024 and December 31, 2023 was based on the spreads above the risk-free yield curve. These spreads are generally obtained from the new issue market, secondary trading and broker-dealer quotes. See Note 11. Notes Payable for additional information on unsecured notes.

Unsecured Credit Facility

The fair values of the Company's $200 million drawn under the unsecured credit facility at September 30, 2024 and December 31, 2023 were based on the unadjusted quoted price for similar notes in active markets. See Note 11. Notes Payable for additional information on the unsecured credit facility.

6. Derivative Financial Instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is equity price risk. Equity contracts (options sold) on various equity securities are intended to manage the price risk associated with forecasted purchases or sales of such securities. From time to time, the Company also enters into derivative contracts to enhance returns on its investment portfolio.

The following tables present the location and amounts of derivative fair values in the consolidated balance sheets and derivative gains or losses in the consolidated statements of operations:


	Derivatives
	September 30, 2024		December 31, 2023

	(Amount in thousands)
Options sold - Other liabilities	$	620	$	1,955
Total	$	620	$	1,955


	Gains Recognized in Net Income (Loss)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

	(Amounts in thousands)
Options sold - Net realized investment gains (losses)	$	1,999	$	2,968	$	10,544	$	5,793
Total	$	1,999	$	2,968	$	10,544	$	5,793

Most options sold consist of covered calls. The Company writes covered calls on underlying equity positions held as an enhanced income strategy that is permitted for the Company’s insurance subsidiaries under statutory regulations. The Company manages the risk associated with covered calls through strict capital limitations and asset diversification throughout various industries. See Note 5. Fair Value Measurements for additional disclosures regarding options sold.

7. Goodwill and Other Intangible Assets

Goodwill

There were no changes in the carrying amount of goodwill during the three and nine months ended September 30, 2024 and 2023. No accumulated goodwill impairment losses existed at September 30, 2024 and December 31, 2023. Goodwill is reviewed annually for impairment and more frequently if potential impairment indicators exist. No impairment indicators were identified during the three and nine months ended September 30, 2024 and 2023. All of the Company's goodwill is associated

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with the Property and Casualty business segment. See Note 13. Segment Information for additional information on the reportable business segment.

Other Intangible Assets

The following table presents the components of other intangible assets:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Useful Lives

	(Amounts in thousands)						(in years)
As of September 30, 2024:
Customer relationships	$	55,107	$	(53,895)	$	1,212	10
Trade names	15,400		(10,106)		5,294		24
Technology	4,300		(4,300)		—		10
Insurance license	1,400		—		1,400		Indefinite
Total other intangible assets, net	$	76,207	$	(68,301)	$	7,906

As of December 31, 2023:
Customer relationships	$	54,862	$	(53,704)	$	1,158	11
Trade names	15,400		(9,625)		5,775		24
Technology	4,300		(4,300)		—		10
Insurance license	1,400		—		1,400		Indefinite
Total other intangible assets, net	$	75,962	$	(67,629)	$	8,333

Other intangible assets are reviewed annually for impairment and more frequently if potential impairment indicators exist. No impairment indicators were identified during the three and nine months ended September 30, 2024 and 2023.

Other intangible assets with definite useful lives are amortized on a straight-line basis over their useful lives. Amortization expense for other intangible assets was $0.2 million for each of the three-month periods ended September 30, 2024 and 2023, and $0.7 million for each of the nine months ended September 30, 2024 and 2023.

The following table presents the estimated future amortization expense related to other intangible assets as of September 30, 2024:


Year	Amortization Expense
	(Amounts in thousands)
Remainder of 2024	$	224
2025	856
2026	856
2027	856
2028	856
Thereafter	2,858
Total	$	6,506

8. Share-Based Compensation

In February 2015, the Company's Board of Directors (the "Board") adopted the 2015 Incentive Award Plan (the "2015 Plan"), replacing the 2005 Equity Incentive Plan which expired in January 2015. The 2015 Plan was approved at the Company's Annual Meeting of Shareholders in May 2015. A maximum of 4,900,000 shares of common stock are authorized for issuance under the 2015 Plan, with 4,830,000 shares of common stock available for future grant as of September 30, 2024 upon exercise of stock options, stock appreciation rights and other awards, or upon vesting of restricted stock unit ("RSU") or deferred stock awards.

In February 2024, the Board adopted the 2024 Long-Term Incentive Plan (the “LTIP”) to provide certain key employees with the right to receive cash awards providing an opportunity to participate in the appreciation of the Company’s value and in order to retain these key employees and reward them for contributing to the success of the Company. Participants in the LTIP

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may be granted a number of notional interests, or phantom stock units ("PSUs"). Each PSU represents the right to receive payment of the value of a share of the Company’s common stock upon vesting. PSUs may be granted subject to vesting conditions, which may include service-based and/or performance-based vesting conditions tied to corporate and/or individual achievement objectives. An employee must remain employed through the date of payment of an award to be eligible for any payout under the LTIP. These PSUs are settled in cash upon vesting and accounted for as liability-based awards.

Stock Options

In February 2018, the Compensation Committee of the Board awarded a total of 80,000 stock options to four senior executives under the 2015 Plan, which vested over the four-year requisite service period and had a term of ten years from the date of grant, except for 10,000 of these stock options that were forfeited in February 2019 following the departure of a senior executive. The fair values of these stock options were estimated on the date of grant using a closed-form option valuation model (Black-Scholes).

As of September 30, 2024, 17,500 of the total stock options awarded and vested under the 2015 Plan have not been exercised, each with a remaining term of approximately 3.4 years.

Performance-based PSUs

During the nine months ended September 30, 2024, the Company granted a total "target" award of 200,532 performance-based PSUs to certain executive officers and other key employees of the Company, 3,016 of which were forfeited because the recipients were no longer employed by the Company. The payout value of the performance-based PSUs granted under the LTIP will be determined based on the achievement of specific, pre-established corporate performance objectives, and in part on individual performance, during the applicable three-year performance period (the "Performance Cycle"). The maximum payout level for the performance-based PSUs is 150% of the “target” award.

The following table presents the summary of the performance-based PSU grants as of September 30, 2024:


Grant year			2024
Three-year performance period ending December 31,			2026
Vesting shares, target (net of forfeited)			197,516
Vesting shares, maximum (net of forfeited)			296,274

These performance-based PSUs vest at the end of the Performance Cycle beginning with the year of the grant, and then only if, and to the extent that, the Company’s performance during the Performance Cycle achieves the threshold established by the Compensation Committee of the Board. Each annual performance result is determined based on the average of the Company’s annual market share growth and its annual combined ratio. The vested number of performance-based PSUs for each grantee is based on the average of the Company's three annual performance results combined with the individual's performance during the Performance Cycle. The cash payout amount for each unit of the vested performance-based PSUs is equal to the average closing price per share of the Company’s common stock for the 30 calendar days preceding the determination of the final number of vested PSUs for each grantee at the end of the Performance Cycle.

Liabilities for the expected cash payout and associated compensation expenses are recognized based on management’s best estimate of the number of the performance-based PSUs expected to be vested resulting from the probable outcome of the performance-based vesting conditions, combined with the market price of the Company's common stock at the end of each reporting period. If the performance-based vesting conditions are not expected to be met for the Performance Cycle, no compensation cost will be recognized and any recognized compensation cost will be reversed.

Restricted PSUs

The Company, from time to time, grants restricted PSUs to certain key employees, typically to retain such key employees. The restricted PSUs vest in three equal annual installments on each of the first three anniversaries of the grant date. The payout value of the restricted PSUs granted under the LTIP will be determined based on the closing price per share of the Company's common stock at each vesting date. The vested amount of the restricted PSUs is paid at the end of each annual vesting period. During the nine months ended September 30, 2024, the Company granted a total of 25,102 restricted PSUs to certain key employees of the Company, 726 of which were forfeited because the recipients were no longer employed by the Company.

The Company recorded approximately $1.5 million and $3.2 million of share-based compensation expense associated with the performance-based and restricted PSUs for the three and nine months ended September 30, 2024, respectively, which are included in other operating expenses in its consolidated statements of operations.

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9. Income Taxes

For financial statement purposes, the Company recognizes tax benefits related to positions taken, or expected to be taken, on a tax return only if the positions are “more-likely-than-not” sustainable. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its consolidated financial statements.

The total amount of unrecognized tax benefits related to tax uncertainties decreased by approximately $2.3 million during the nine months ended September 30, 2024, primarily resulting from the payment of the assessed amount related to a California Franchise Tax Board audit for tax year 2011, which has now been resolved with no outstanding issues.

The Company and its subsidiaries file income tax returns with the Internal Revenue Service and the taxing authorities of various states. Tax years that remain subject to examination by major taxing jurisdictions are 2021 through 2023 for federal taxes and 2020 through 2023 for state taxes.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting basis and the respective tax basis of the Company’s assets and liabilities, and expected benefits of utilizing net operating loss, capital loss, and tax-credit carryforwards. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent management does not believe these assets are more likely than not to be realized, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in net income (loss) in the period that includes the enactment date.

At September 30, 2024, the Company’s deferred income taxes were in a net asset position, which included a combination of ordinary and capital deferred tax expenses or benefits. In assessing the Company’s ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generating sufficient taxable income of the appropriate character within the carryback and carryforward periods available under the tax law. Management considers the reversal of deferred tax liabilities, projected future taxable income of an appropriate nature, and tax planning strategies in making this assessment. The Company believes that through projected future taxable income of an appropriate nature, the use of prudent tax planning strategies, and the generation of capital gains, sufficient income will be realized in order to maximize the full benefits of its deferred tax assets. Although realization is not assured, management believes that it is more likely than not that the Company’s deferred tax assets will be realized.

10. Loss and Loss Adjustment Expense Reserves

The following table presents the activity in loss and loss adjustment expense reserves:


	Nine Months Ended September 30,
	2024		2023

	(Amounts in thousands)
Gross reserves, beginning of period	$	2,785,702	$	2,584,910
Reinsurance recoverables on unpaid losses, beginning of period	(32,148)		(25,322)
Net reserves, beginning of period	2,753,554		2,559,588
Incurred losses and loss adjustment expenses related to:
Current year	2,742,654		2,683,219
Prior years	16,463		(32,138)
Total incurred losses and loss adjustment expenses	2,759,117		2,651,081
Loss and loss adjustment expense payments related to:
Current year	1,342,081		1,461,077
Prior years	1,127,033		1,052,386
Total payments	2,469,114		2,513,463
Net reserves, end of period	3,043,557		2,697,206
Reinsurance recoverables on unpaid losses, end of period	30,133		26,570
Gross reserves, end of period	$	3,073,690	$	2,723,776

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The increase in the provision for insured events of prior years during the nine months ended September 30, 2024 of $16.5 million was primarily attributable to higher than estimated losses and loss adjustment expenses in the commercial automobile and commercial property lines of insurance business and catastrophe losses, partially offset by favorable development in the private passenger automobile and homeowners lines of insurance business. The decrease in the provision for insured events of prior years during the nine months ended September 30, 2023 of $32.1 million was primarily attributable to lower than estimated losses and loss adjustment expenses in the private passenger automobile and homeowners lines of insurance business, partially offset by unfavorable development in the commercial property line of insurance business.

For the nine months ended September 30, 2024 and 2023, the Company incurred catastrophe losses net of reinsurance of approximately $236 million and $223 million, respectively. The majority of 2024 catastrophe losses resulted from tornadoes, hailstorms and convective storms in Texas and Oklahoma, winter storms and rainstorms in California, and the impact of Hurricane Helene in Florida and Georgia. The majority of 2023 catastrophe losses resulted from winter storms and rainstorms in California, Texas and Oklahoma, and the impact of Hurricane Hilary in California. The Company experienced unfavorable development of approximately $7 million and favorable development of approximately $4 million on prior years' catastrophe losses for the nine months ended September 30, 2024 and 2023, respectively.

11. Notes Payable

The following table presents information about the Company's notes payable:


	Lender	Interest Rate	Maturity Date	September 30, 2024		December 31, 2023

				(Amounts in thousands)
Senior unsecured notes(1)	Publicly traded	4.40%	March 15, 2027	$	375,000	$	375,000
Unsecured credit facility(2)	Bank of America, Wells Fargo Bank, BMO Bank and U.S. Bank	Term SOFR plus 112.5-150.0 basis points	November 16, 2026	200,000		200,000
Total principal amount				575,000		575,000
Less unamortized discount and debt issuance costs(3)				972		1,271
Total debt				$	574,028	$	573,729

__________

(1)On March 8, 2017, the Company completed a public debt offering issuing $375 million of senior notes. The notes are unsecured, senior obligations of the Company with a 4.4% annual coupon payable on March 15 and September 15 of each year commencing September 15, 2017. The Company used the proceeds from the notes to pay off amounts outstanding under the existing loan and credit facilities and for general corporate purposes. The Company incurred debt issuance costs of approximately $3.4 million, inclusive of underwriters' fees. The notes were issued at a slight discount of 99.847% of par, resulting in the effective annualized interest rate, including debt issuance costs, of approximately 4.45%.

(2)On March 31, 2021, the Company entered into an unsecured $75 million five-year revolving credit facility. On November 18, 2022, the Company entered into the First Amendment to this credit facility. The First Amendment extended the maturity date of the loan to November 16, 2026 from March 31, 2026 with possible further extension if certain conditions are met, increased the aggregate commitments by all the lenders to $200 million from $75 million, and replaced the LIBOR with the Term SOFR. On November 30, 2023, the Company entered into the Second Amendment to this credit facility, which further increased the aggregate commitments by all the lenders to $250 million from $200 million. The interest rates on borrowings under the credit facility are based on the Company's debt to total capital ratio and range from Term SOFR plus 112.5 basis points when the ratio is under 20% to Term SOFR plus 150.0 basis points when the ratio is greater than or equal to 30%. Commitment fees for the undrawn portions of the credit facility range from 12.5 basis points when the ratio is under 20% to 22.5 basis points when the ratio is greater than or equal to 30%. The debt to total capital ratio is expressed as a percentage of (a) consolidated debt to (b) consolidated shareholders' equity plus consolidated debt. The Company's debt to total capital ratio was 23.6% at September 30, 2024, resulting in a 15.0 basis point commitment fee on any undrawn portion of the credit facility. As of October 24, 2024, a total of $200 million was drawn under this facility on a three-month revolving basis at an annual interest rate of approximately 6.47%, with $50 million available to be drawn. The Company contributed $150 million of the total amount drawn to the surplus of its consolidated insurance subsidiaries, and used the remainder for general corporate purposes.

(3)The unamortized discount and debt issuance costs are associated with the publicly traded $375 million senior unsecured notes. These are amortized to interest expense over the life of the notes, and the unamortized balance is presented in the

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Company's consolidated balance sheets as a direct deduction from the carrying amount of the debt. The unamortized costs of approximately $0.7 million associated with entering into the $250 million unsecured revolving credit facility maturing on November 16, 2026 are included in other assets in the Company's consolidated balance sheets and amortized to interest expense over the term of the credit facility.

12. Contingencies

The Company is, from time to time, named as a defendant in various lawsuits or regulatory actions incidental to its insurance business. The majority of lawsuits brought against the Company relate to insurance claims that arise in the normal course of business and are reserved for through the reserving process. For a discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

On September 10, 2021, the California Department of Insurance ("DOI") served the Company a Notice of Non-Compliance ("NNC"), alleging violations in connection with its 2014 Rating & Underwriting Examination Report, which was adopted by the California DOI in 2019. The NNC itemizes alleged violations, many of which management believes were corrected or otherwise resolved during the course of the examination, and seeks penalties. The Company has participated in lengthy and detailed discussions with the California DOI since the adoption of the examination report, in an attempt to address the issues deemed unresolved by the California DOI, and has taken several additional corrective actions approved by the California DOI. On August 1, 2022, the California DOI publicly announced its intention to pursue an administrative action against the Company with respect to certain outstanding issues. The Company served a written response to the NNC on September 29, 2022, along with written discovery requests. The response, consisting of a notice of defense, a motion to strike, and a motion to dismiss, challenges the NNC on procedural and substantive grounds. On November 9, 2022, the California DOI served objections and non-substantive responses to the Company's discovery requests. On November 14, 2023, the California DOI granted Consumer Watchdog's petition to intervene in the NNC, although the Company did not agree to allow its involvement in the mediation, which took place on March 4, 2024. The parties did not make any meaningful progress toward settlement, but are continuing settlement discussions. The parties are also conferring regarding the possible filing of an Amended NNC that would eliminate the resolved items and identify the remaining issues in dispute should the matter proceed to a hearing. The Company cannot reasonably predict the likelihood, timing or outcome of any hearing process or administrative action, nor can it reasonably estimate the amount of penalties, if any.

The Company establishes reserves for non-insurance claims related lawsuits, regulatory actions, and other contingencies when the Company believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. In addition, the Company accrues for anticipated legal defense costs associated with such lawsuits and regulatory actions. While actual losses may differ from the amounts recorded and the ultimate outcome of the Company's pending actions is generally not yet determinable, the Company does not believe that the ultimate resolution of currently pending legal or regulatory proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition or cash flows.

In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. For a discussion of any additional regulatory or legal matters, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

13. Segment Information

The Company is primarily engaged in writing personal automobile insurance and provides related property and casualty insurance products to its customers through 12 subsidiaries in 11 states, principally in California.

The Company has one reportable business segment - the Property and Casualty business segment.

The Company’s CODM evaluates operating results based on pre-tax underwriting results which is calculated as net premiums earned less (a) losses and loss adjustment expenses and (b) underwriting expenses (policy acquisition costs and other operating expenses).

Expenses are allocated based on certain assumptions that are primarily related to premiums and losses. The Company’s net investment income, net realized investment gains or losses, other income, and interest expense are excluded in evaluating pretax underwriting profit. The Company does not allocate its assets, including investments, or income taxes in evaluating pre-tax underwriting profit.

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Property and Casualty Lines

The Property and Casualty business segment offers several insurance products to the Company’s individual customers and small business customers. These insurance products are: private passenger automobile which is the Company’s primary business, and related insurance products such as homeowners, commercial automobile and commercial property. These related insurance products are primarily sold to the Company’s individual customers and small business customers, which increases retention of the Company’s private passenger automobile client base. The insurance products comprising the Property and Casualty business segment are sold through the same distribution channels, mainly through independent and 100% owned insurance agents, and go through a similar underwriting process.

Other Lines

The Other business segment represents net premiums written and earned from an operating segment that does not meet the quantitative thresholds required to be considered a reportable segment. This operating segment offers automobile mechanical protection warranties which are primarily sold through automobile dealerships and credit unions.

The following tables present the Company's operating results by reportable segment:


	Three Months Ended September 30,
	2024						2023
	Property & Casualty		Other		Total		Property & Casualty		Other		Total

	(Amounts in millions)
Net premiums earned	$	1,313.3	$	7.4	$	1,320.7	$	1,083.0	$	7.3	$	1,090.3
Less:
Losses and loss adjustment expenses	914.0		4.4		918.4		819.7		4.0		823.7
Underwriting expenses	312.2		4.9		317.1		247.1		3.7		250.8
Underwriting gain (loss)	87.1		(1.9)		85.2		16.2		(0.4)		15.8
Investment income					72.7						61.0
Net realized investment gains (losses)					114.4						(90.0)
Other income					22.5						3.9
Interest expense					(7.7)						(5.9)
Pre-tax income (loss)					$	287.1					$	(15.2)
Net income (loss)					$	230.9					$	(8.2)


	Nine Months Ended September 30,
	2024						2023
	Property & Casualty		Other		Total		Property & Casualty		Other		Total

	(Amounts in millions)
Net premiums earned	$	3,701.3	$	22.1	$	3,723.4	$	3,107.8	$	21.7	$	3,129.5
Less:
Losses and loss adjustment expenses	2,746.4		12.7		2,759.1		2,639.4		11.7		2,651.1
Underwriting expenses	863.5		12.1		875.6		715.1		10.9		726.0
Underwriting gain (loss)	91.4		(2.7)		88.7		(246.7)		(0.9)		(247.6)
Investment income					206.7						171.3
Net realized investment gains (losses)					155.5						(60.8)
Other income					23.8						15.0
Interest expense					(23.3)						(16.4)
Pre-tax income (loss)					$	451.4					$	(138.5)
Net income (loss)					$	366.9					$	(95.1)

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The following tables present the Company’s net premiums earned and direct premiums written by reportable segment and line of insurance business:


	Three Months Ended September 30,
	2024						2023
	Property & Casualty		Other		Total		Property & Casualty		Other		Total

	(Amounts in millions)
Private passenger automobile	$	854.4	$	—	$	854.4	$	713.2	$	—	$	713.2
Homeowners	301.8		—		301.8		244.0		—		244.0
Commercial automobile	97.3		—		97.3		78.4		—		78.4
Other	59.8		7.4		67.2		47.4		7.3		54.7
Net premiums earned	$	1,313.3	$	7.4	$	1,320.7	$	1,083.0	$	7.3	$	1,090.3

Private passenger automobile	$	878.2	$	—	$	878.2	$	772.8	$	—	$	772.8
Homeowners	370.2		—		370.2		307.7		—		307.7
Commercial automobile	95.8		—		95.8		93.7		—		93.7
Other	114.7		6.8		121.5		55.8		7.2		63.0
Direct premiums written	$	1,458.9	$	6.8	$	1,465.7	$	1,230.0	$	7.2	$	1,237.2


	Nine Months Ended September 30,
	2024						2023
	Property & Casualty		Other		Total		Property & Casualty		Other		Total

	(Amounts in millions)
Private passenger automobile	$	2,408.3			$	2,408.3	$	2,048.5	$	—	$	2,048.5
Homeowners	852.3				852.3		700.4		—		700.4
Commercial automobile	280.7				280.7		219.6		—		219.6
Other	160.0		22.1		182.1		139.3		21.7		161.0
Net premiums earned	$	3,701.3	$	22.1	$	3,723.4	$	3,107.8	$	21.7	$	3,129.5

Private passenger automobile	$	2,551.3			$	2,551.3	$	2,105.6	$	—	$	2,105.6
Homeowners	1,034.2				1,034.2		843.8		—		843.8
Commercial automobile	298.6				298.6		256.4		—		256.4
Other	249.8		20.2		270.0		168.7		20.7		189.4
Direct premiums written	$	4,133.9	$	20.2	$	4,154.1	$	3,374.5	$	20.7	$	3,395.2

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Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Certain statements contained in this report are forward-looking statements based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those anticipated by the Company. Actual results may differ from those projected in the forward-looking statements. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the Company) and are subject to change based upon various factors, including but not limited to the following risks and uncertainties: changes in the demand for the Company’s insurance products, inflation and general economic conditions, including general market risks associated with the Company’s investment portfolio; the accuracy and adequacy of the Company’s pricing methodologies; catastrophes in the markets served by the Company; uncertainties related to estimates, assumptions and projections generally; the possibility that actual loss experience may vary adversely from the actuarial estimates made to determine the Company’s loss reserves in general; the Company’s ability to obtain and the timing of the approval of premium rate changes for insurance policies issued in the states where it operates; legislation adverse to the automobile insurance industry or business generally that may be enacted in the states where the Company operates; the Company’s success in managing its business in non-California states; the presence of competitors with greater financial resources and the impact of competitive pricing and marketing efforts; the Company's ability to successfully allocate the resources used in the states with reduced or exited operations to its operations in other states; changes in driving patterns and loss trends; acts of war and terrorist activities; pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases; court decisions and trends in litigation and health care and auto repair costs; and legal, cybersecurity, regulatory and litigation risks. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. For a more detailed discussion of some of the foregoing risks and uncertainties, see the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on February 13, 2024.

OVERVIEW

A. General

The operating results of property and casualty insurance companies are subject to significant quarter-to-quarter and year-to-year fluctuations due to the effect of competition on pricing, the frequency and severity of losses, the effect of weather and natural disasters on losses, general economic conditions, the general regulatory environment in states in which an insurer operates, state regulation of insurance including premium rates, changes in fair value of investments, and other factors such as changes in tax laws. The property and casualty insurance industry has been highly cyclical, with periods of high premium rates and shortages of underwriting capacity followed by periods of severe price competition and excess capacity. These cycles can have a significant impact on the Company’s ability to grow and retain business.

This section discusses some of the relevant factors that management considers in evaluating the Company’s performance, prospects, and risks. It is not all-inclusive and is meant to be read in conjunction with the entirety of management’s discussion and analysis, the Company’s consolidated financial statements and notes thereto, and all other items contained within this Quarterly Report on Form 10-Q.

B. Business

The Company is primarily engaged in writing personal automobile insurance through 12 insurance subsidiaries (“Insurance Companies”) in 11 states, principally California. The Company also writes homeowners, commercial automobile, commercial property, mechanical protection, and umbrella insurance. The Company's insurance policies are mostly sold through independent agents who receive a commission for selling policies. The Company believes that it has thorough underwriting and claims handling processes that, together with its agent relationships, provide the Company with competitive advantages.

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The following tables present direct premiums written, by state and line of insurance business, for the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30, 2024
	(Dollars in thousands)

	Private Passenger Automobile			Homeowners			Commercial Automobile			Other Lines (2)			Total
California	$	2,129,448		$	726,148		$	214,062		$	257,580		$	3,327,238		80.1	%
Texas	100,043			153,327			50,242			5,261			308,873			7.4	%
Other states (1)	321,829			154,705			34,329			7,144			518,007			12.5	%
Total	$	2,551,320		$	1,034,180		$	298,633		$	269,985		$	4,154,118		100.0	%
	61.4		%	24.9		%	7.2		%	6.5		%	100.0		%


	Nine Months Ended September 30, 2023
	(Dollars in thousands)

	Private Passenger Automobile			Homeowners			Commercial Automobile			Other Lines (2)			Total
California	$	1,713,133		$	610,662		$	181,024		$	177,512		$	2,682,331		79.0	%
Texas	93,197			113,941			40,782			4,221			252,141			7.4	%
Other states (1)	299,270			119,185			34,640			7,653			460,748			13.6	%
Total	$	2,105,600		$	843,788		$	256,446		$	189,386		$	3,395,220		100.0	%
	62.0		%	24.9		%	7.6		%	5.5		%	100.0		%

______________

(1) No individual state accounted for more than 5% of total direct premiums written.

(2) No individual line of insurance business accounted for more than 5% of total direct premiums written.

C. Regulatory and Legal Matters

The Department of Insurance (“DOI”) in each state in which the Company operates is responsible for conducting periodic financial, market conduct, and rating and underwriting examinations of the Insurance Companies in their states. Market conduct examinations typically review compliance with insurance statutes and regulations with respect to rating, underwriting, claims handling, billing, and other practices.

The following table presents a summary of recent and upcoming examinations:

State

Exam Type

Exam Period Covered

Status

Market Conduct

2022

Examination commenced in the fourth quarter of 2023.

During the course of and at the conclusion of the examinations, the examining DOI generally reports findings to the Company. No material findings have been communicated to the Company on the ongoing Texas market conduct examination noted above.

In January 2023, the California DOI approved a 6.9% rate increase on the private passenger automobile line of insurance business for Mercury Insurance Company ("MIC") and California Automobile Insurance Company ("CAIC"), consolidated subsidiaries of the Company. These rate increases became effective in March 2023. The California DOI approved an additional 6.99% rate increase on the private passenger automobile line of insurance business for MIC and CAIC in June 2023. These rate increases became effective in July 2023. In addition, in January 2024, the California DOI approved a 22.5% rate increase for MIC and a 3.8% rate increase for CAIC on the private passenger automobile line of insurance business. These rate increases became effective in February 2024. The private passenger automobile line of insurance business of MIC and CAIC represented approximately 47% and 6%, respectively, of the Company's total net premiums earned for the nine months ended September 30, 2024.

In March 2023, the California DOI approved a 12.6% rate increase on the California homeowners line of insurance business. This rate increase became effective in May 2023. In March 2024, the California DOI approved an additional 6.99% rate increase on the California homeowners line of insurance business. This rate increase became effective in May 2024. The

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California homeowners line of insurance business represented approximately 16% of the Company's total net premiums earned for the nine months ended September 30, 2024.

D. Critical Accounting Estimates

Loss and Loss Adjustment Expense Reserves ("Loss Reserves")

Preparation of the Company’s consolidated financial statements requires management’s judgment and estimates. The most significant is the estimate of loss reserves. Estimating loss reserves is a difficult process as many factors can ultimately affect the final settlement of a claim and, therefore, the loss reserve that is required. A key assumption in estimating loss reserves is the degree to which the historical data used to analyze reserves will be predictive of ultimate claim costs on incurred claims. Changes in the regulatory and legal environments, results of litigation, medical costs, the cost of repair materials, and labor rates, among other factors, can impact this assumption. In addition, time can be a critical part of reserving determinations since the longer the span between the incidence of a loss and the payment or settlement of a claim, the more variable the ultimate settlement amount could be. Accordingly, short-tail claims, such as property damage claims, tend to be more reasonably predictable than long-tail liability claims.

The Company calculates a loss reserve point estimate rather than a range. There is inherent uncertainty with estimates and this is particularly true with loss reserve estimates. This uncertainty comes from many factors which may include changes in claims reporting and settlement patterns, changes in the regulatory and legal environments, uncertainty over inflation rates, and uncertainty for unknown items. The Company does not make specific provisions for these uncertainties, rather it considers them in establishing its loss reserve by reviewing historical patterns and trends and projecting these out to current loss reserves. The underlying factors and assumptions that serve as the basis for preparing the loss reserve estimate include paid and incurred loss development factors, expected average costs per claim, inflation trends, expected loss ratios, industry data, and other relevant information.

The Company also engages independent actuarial consultants to review the Company’s loss reserves and to provide the annual actuarial opinions under statutory accounting principles as required by state regulation. The Company analyzes loss reserves quarterly primarily using the incurred loss, paid loss, average severity coupled with the claim count development methods, and the generalized linear model ("GLM") described below. When deciding among methods to use, the Company evaluates the credibility of each method based on the maturity of the data available and the claims settlement practices for each particular line of insurance business or coverage within a line of insurance business. The Company may also evaluate qualitative factors such as known changes in laws or legal rulings that could affect claims handling or other external environmental factors or internal factors that could affect the settlement of claims. When establishing the loss reserve, the Company will generally analyze the results from all of the methods used rather than relying on a single method. While these methods are designed to determine the ultimate losses on claims under the Company’s policies, there is inherent uncertainty in all actuarial models since they use historical data to project outcomes. The Company believes that the techniques it uses provide a reasonable basis in estimating loss reserves.

•The incurred loss method analyzes historical incurred case loss (case reserves plus paid losses) development to estimate ultimate losses. The Company applies development factors against current case incurred losses by accident

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period to calculate ultimate expected losses. The Company believes that the incurred loss method provides a reasonable basis for evaluating ultimate losses, particularly in the Company’s larger, more established lines of insurance business which have a long operating history.

•The paid loss method analyzes historical payment patterns to estimate the amount of losses yet to be paid.

•The average severity method analyzes historical loss payments and/or incurred losses divided by closed claims and/or total claims to calculate an estimated average cost per claim. From this, the expected ultimate average cost per claim can be estimated. The average severity method coupled with the claim count development method provide meaningful information regarding inflation and frequency trends that the Company believes is useful in establishing loss reserves. The claim count development method analyzes historical claim count development to estimate future incurred claim count development for current claims. The Company applies these development factors against current claim counts by accident period to calculate ultimate expected claim counts.

•The GLM determines an average severity for each percentile of claims that have been closed as a percentage of estimated ultimate claims. The average severities are applied to open claims to estimate the amount of losses yet to be paid. The GLM utilizes operational time, determined as a percentile of claims closed rather than a finite calendar period, which neutralizes the effect of changes in the timing of claims handling.

The Company analyzes catastrophe losses separately from non-catastrophe losses. For catastrophe losses, the Company generally determines claim counts based on claims reported and development expectations from previous catastrophes and applies an average expected loss per claim based on loss reserves established by adjusters and average losses on previous similar catastrophes. For catastrophe losses on individual properties that are expected to be total losses, the Company typically establishes reserves at the policy limits.

At September 30, 2024 and December 31, 2023, the Company recorded its point estimate of approximately $3.07 billion and $2.79 billion ($3.04 billion and $2.75 billion, net of reinsurance), respectively, in loss reserves, which included approximately $1.85 billion and $1.61 billion ($1.85 billion and $1.61 billion, net of reinsurance), respectively, of incurred but not reported loss reserves (“IBNR”). IBNR includes estimates, based upon past experience, of ultimate developed costs, which may differ from case estimates, unreported claims that occurred on or prior to September 30, 2024 and December 31, 2023, and estimated future payments for reopened claims. Management believes that the liability for loss reserves is adequate to cover the ultimate net cost of losses and loss adjustment expenses incurred to date; however, since the provisions are necessarily based upon estimates, the ultimate liability may be more or less than such provisions.

The Company evaluates its loss reserves quarterly. When management determines that the estimated ultimate claim cost requires a decrease for previously reported accident years, favorable development occurs and a reduction in losses and loss adjustment expenses is reported in the current period. If the estimated ultimate claim cost requires an increase for previously reported accident years, unfavorable development occurs and an increase in losses and loss adjustment expenses is reported in the current period.

For a further discussion of the Company’s reserving methods, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Revenues

Net premiums earned increased 21.1% and net premiums written increased 17.9% for the three months ended September 30, 2024, from the corresponding period in 2023. The increases in net premiums earned and net premiums written were primarily due to rate increases in the California automobile and homeowners lines of insurance business and an increase in the number of policies written in the California homeowners line of insurance business.

Net premiums earned included ceded premiums earned of $42.4 million and $30.9 million for the three months ended September 30, 2024 and 2023, respectively. Net premiums written included ceded premiums written of $42.9 million and $30.9 million for the three months ended September 30, 2024 and 2023, respectively. The increases in ceded premiums earned and ceded premiums written resulted mostly from higher reinsurance coverage and rates and growth in the covered book of business.

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Net premiums earned, a GAAP measure, represents the portion of net premiums written that is recognized as revenue in the financial statements for the periods presented and earned on a pro-rata basis over the term of the policies. Net premiums written is a non-GAAP financial measure which represents the premiums charged on policies issued during a fiscal period, net of any applicable reinsurance. Net premiums written is a statutory measure designed to determine production levels.

The following is a reconciliation of net premiums earned to net premiums written:


	Three Months Ended September 30,
	2024		2023

	(Amounts in thousands)
Net premiums earned	$	1,320,652	$	1,090,311
Change in net unearned premiums	102,281		116,192
Net premiums written	$	1,422,933	$	1,206,503

Expenses

Loss and expense ratios are used to interpret the underwriting experience of property and casualty insurance companies. The following table presents the Insurance Companies’ loss, expense, and combined ratios determined in accordance with GAAP:


	Three Months Ended September 30,
	2024		2023

Loss ratio	69.5	%	75.6	%
Expense ratio	24.0	%	23.0	%
Combined ratio (1)	93.6	%	98.6	%

__________

(1) Combined ratio for the three months ended September 30, 2024 does not sum due to rounding.

Loss ratio is calculated by dividing losses and loss adjustment expenses by net premiums earned. The loss ratio for the third quarter of 2024 and 2023 was affected by unfavorable development of approximately $8 million and favorable development of approximately $12 million, respectively, on prior accident years' loss and loss adjustment expense reserves. The unfavorable development for the third quarter of 2024 was primarily attributable to higher than estimated losses and loss adjustment expenses in the automobile line of insurance business. The favorable development for the third quarter of 2023 was primarily attributable to lower than estimated losses and loss adjustment expenses in the private passenger automobile and homeowners lines of insurance business, partially offset by unfavorable development in the commercial property line of insurance business.

In addition, the 2024 loss ratio was negatively impacted by approximately $41 million of catastrophe losses, excluding favorable development of approximately $2 million on prior years' catastrophe losses, primarily due to the impact of Hurricane Helene in Florida and Georgia. The 2023 loss ratio was negatively impacted by approximately $36 million of catastrophe losses, excluding favorable development of approximately $3 million on prior years' catastrophe losses, primarily due to the impact of Hurricane Hilary in California and extreme weather events outside of California.

Excluding the effects of estimated prior accident years’ loss development and catastrophe losses, the loss ratio was 65.8% and 73.4% for the third quarter of 2024 and 2023, respectively. The decrease in the loss ratio was primarily due to rate increases in the California automobile and homeowners lines of insurance business, partially offset by increases in loss frequency and severity in the California private passenger automobile line of insurance business.

Expense ratio is calculated by dividing the sum of policy acquisition costs and other operating expenses by net premiums earned. The expense ratio for the three months ended September 30, 2024 increased compared to the corresponding period in 2023, which primarily resulted from increases in expenses for profitability-related accruals and advertising, partially offset by the rate increases discussed above.

Combined ratio is equal to loss ratio plus expense ratio and is the key measure of underwriting performance traditionally used in the property and casualty insurance industry. A combined ratio under 100% generally reflects profitable underwriting results, and a combined ratio over 100% generally reflects unprofitable underwriting results.

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Income tax expense (benefit) was $56.2 million and $(7.0) million for the three months ended September 30, 2024 and 2023, respectively. The increase in income tax expense was primarily due to a $302.3 million increase in total pre-tax income. The Company’s effective income tax rate can be affected by several factors. These generally relate to large changes in the composition of fully taxable income, including net realized investment gains or losses, tax-exempt investment income, non-deductible expenses, and periodically, non-routine tax items such as adjustments to unrecognized tax benefits related to tax uncertainties. Income tax expense of $56.2 million on pre-tax income of $287.1 million, including tax-exempt investment income of $21.3 million, resulted in an effective tax rate of 19.6%, below the statutory tax rate of 21%, for the three months ended September 30, 2024, and income tax benefit of $7.0 million on pre-tax loss of $15.2 million, including tax-exempt investment income of $22.0 million, resulted in an effective tax rate of 46.0%, above the statutory tax rate, for the corresponding period in 2023.

Investments

The following table presents the investment results of the Company:


	Three Months Ended September 30,
	2024			2023

	(Dollars in thousands)
Average invested assets at cost (1)	$	5,795,086		$	5,106,049
Net investment income (2) (3)
Before income taxes	$	72,738		$	60,965
After income taxes	$	61,114		$	51,958
Average annual yield on investments (2)
Before income taxes	4.6		%	4.4		%
After income taxes	3.9		%	3.8		%
Net realized investment gains (losses)	$	114,446		$	(90,001)

__________

(1) Fixed maturities and short-term bonds at amortized cost; equities and other short-term investments at cost. Average invested assets at cost are based on the monthly amortized cost of the invested assets excluding cash for each period.

(2) Net investment income includes approximately $6.8 million and $5.1 million of interest income earned on cash (approximately $5.3 million and $4.0 million after tax) for the three months ended September 30, 2024 and 2023, respectively. Average annual yield on investments does not include interest income earned on cash.

(3) Higher net investment income before and after income taxes for the three months ended September 30, 2024 compared to the corresponding period in 2023 resulted largely from higher average yield combined with higher average invested assets and cash. Average annual yield on investments before and after income taxes for the three months ended September 30, 2024 increased compared to the corresponding period in 2023, primarily due to the maturity and replacement of lower yielding investments purchased when market interest rates were lower with higher yielding investments.

The following tables present the components of net realized investment gains or losses included in net income (loss):


	Three Months Ended September 30, 2024
	Gains (Losses) Recognized in Net Income
	Sales		Changes in fair value		Total

	(Amounts in thousands)
Net realized investment gains (losses)
Fixed maturity securities (1)(2)	$	(327)	$	63,178	$	62,851
Equity securities (1)(3)	25,048		23,835		48,883
Short-term investments (1)	(23)		11		(12)
Notes receivable (1)	—		725		725
Options sold	2,156		(157)		1,999
Total	$	26,854	$	87,592	$	114,446

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	Three Months Ended September 30, 2023
	Gains (Losses) Recognized in Net Loss
	Sales		Changes in fair value		Total

	(Amounts in thousands)
Net realized investment gains (losses)
Fixed maturity securities (1)(2)	$	973	$	(70,855)	$	(69,882)
Equity securities (1)(3)	6,339		(29,452)		(23,113)
Short-term investments (1)	—		63		63
Note receivable (1)	—		(37)		(37)
Options sold	2,436		532		2,968
Total	$	9,748	$	(99,749)	$	(90,001)

__________

(1)The changes in fair value of the investment portfolio and notes receivable resulted from application of the fair value option.

(2)The increase in fair value of fixed maturity securities for the third quarter of 2024 primarily resulted from decreases in overall market interest rates. The decrease in fair value of fixed maturity securities for the third quarter of 2023 primarily resulted from increases in overall market interest rates.

(3)The increase in fair value of equity securities for the third quarter of 2024 primarily resulted from the overall improvement in equity markets. The decrease in fair value of equity securities for the third quarter of 2023 primarily resulted from the overall decline in equity markets.

Net Income (Loss)


	Three Months Ended September 30,
	2024		2023

	(Amounts in thousands, except per share data)
Net income (loss)	$	230,856	$	(8,227)
Basic average shares outstanding	55,371		55,371
Diluted average shares outstanding	55,376		55,371
Basic Per Share Data:
Net income (loss)	$	4.17	$	(0.15)
Net realized investment gains (losses), net of tax	$	1.63	$	(1.28)
Diluted Per Share Data:
Net income (loss)	$	4.17	$	(0.15)
Net realized investment gains (losses), net of tax	$	1.63	$	(1.28)

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Revenues

Net premiums earned increased 19.0% and net premiums written increased 21.9% for the nine months ended September 30, 2024, from the corresponding period in 2023. The increases in net premiums earned and net premiums written were primarily due to rate increases in the California automobile and homeowners lines of insurance business and an increase in the number of policies written in the California homeowners line of insurance business.

Net premiums earned included ceded premiums earned of $104.9 million and $78.1 million for the nine months ended September 30, 2024 and 2023, respectively. Net premiums written included ceded premiums written of $106.1 million and $78.5 million for the nine months ended September 30, 2024 and 2023, respectively. The increases in ceded premiums earned and ceded premiums written resulted mostly from higher reinsurance coverage and rates and growth in the covered book of business.

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The following is a reconciliation of net premiums earned to net premiums written:


	Nine Months Ended September 30,
	2024		2023

	(Amounts in thousands)
Net premiums earned	$	3,723,355	$	3,129,483
Change in net unearned premiums	340,022		202,566
Net premiums written	$	4,063,377	$	3,332,049

Expenses

The following table presents the Insurance Companies’ loss, expense, and combined ratios determined in accordance with GAAP:


	Nine Months Ended September 30,
	2024		2023

Loss ratio	74.1	%	84.7	%
Expense ratio	23.5	%	23.2	%
Combined ratio	97.6	%	107.9	%

The loss ratio for the nine months ended September 30, 2024 and 2023 was affected by unfavorable development of approximately $16 million and favorable development of approximately $32 million, respectively, on prior accident years' loss and loss adjustment expense reserves. The unfavorable development for the nine months ended September 30, 2024 was primarily attributable to higher than estimated losses and loss adjustment expenses in the commercial automobile and commercial property lines of insurance business and catastrophe losses, partially offset by favorable development in the private passenger automobile and homeowners lines of insurance business. The favorable development for the nine months ended September 30, 2023 was primarily attributable to lower than estimated losses and loss adjustment expenses in the private passenger automobile and homeowners lines of insurance business, partially offset by unfavorable development in the commercial property line of insurance business.

In addition, the 2024 loss ratio was negatively impacted by approximately $229 million of catastrophe losses, excluding unfavorable development of approximately $7 million on prior years' catastrophe losses, primarily due to tornadoes, hailstorms and convective storms in Texas and Oklahoma, winter storms and rainstorms in California, and the impact of Hurricane Helene in Florida and Georgia. The 2023 loss ratio was negatively impacted by approximately $227 million of catastrophe losses, excluding favorable development of approximately $4 million on prior years' catastrophe losses, primarily due to winter storms and rainstorms in California, Texas and Oklahoma, and the impact of Hurricane Hilary in California.

Excluding the effects of estimated prior accident years’ loss development and catastrophe losses, the loss ratio was 67.5% and 78.5% for the nine months ended September 30, 2024 and 2023, respectively. The decrease in the loss ratio was primarily due to rate increases in the California automobile and homeowners lines of insurance business, partially offset by increases in loss frequency and severity in the California private passenger automobile line of insurance business.

The expense ratio for the nine months ended September 30, 2024 increased compared to the corresponding period in 2023, which primarily resulted from increases in expenses for profitability-related accruals and advertising, partially offset by the rate increases discussed above.

Income tax expense (benefit) was $84.5 million and $(43.5) million for the nine months ended September 30, 2024 and 2023, respectively. The increase in income tax expense was primarily due to a $589.9 million increase in total pre-tax income. Income tax expense of $84.5 million on pre-tax income of $451.4 million, including tax-exempt investment income of $61.9 million, resulted in an effective tax rate of 18.7%, below the statutory tax rate of 21%, for the nine months ended September 30, 2024, and income tax benefit of $43.5 million on pre-tax loss of $138.5 million, including tax-exempt investment income of $65.8 million, resulted in an effective tax rate of 31.4%, above the statutory tax rate, for the corresponding period in 2023.

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Investments

The following table presents the investment results of the Company:


	Nine Months Ended September 30,
	2024			2023

	(Dollars in thousands)
Average invested assets at cost (1)	$	5,571,831		$	5,060,778
Net investment income (2) (3)
Before income taxes	$	206,726		$	171,287
After income taxes	$	173,928		$	146,571
Average annual yield on investments (2) (3)
Before income taxes	4.5		%	4.3		%
After income taxes	3.8		%	3.7		%
Net realized investment gains (losses)	$	155,536		$	(60,772)

__________

(2) Net investment income includes approximately $18.6 million and $9.6 million of interest income earned on cash (approximately $14.7 million and $7.6 million after tax) for the nine months ended September 30, 2024 and 2023, respectively. Average annual yield on investments does not include interest income earned on cash.

(3) Higher net investment income before and after income taxes for the nine months ended September 30, 2024 compared to the corresponding period in 2023 resulted largely from higher average yield combined with higher average invested assets and cash. Average annual yield on investments before and after income taxes for the nine months ended September 30, 2024 increased compared to the corresponding period in 2023, primarily due to the maturity and replacement of lower yielding investments purchased when market interest rates were lower with higher yielding investments.

The following tables present the components of net realized investment gains or losses included in net income (loss):


	Nine Months Ended September 30, 2024
	Gains (Losses) Recognized in Net Income
	Sales		Changes in fair value		Total

	(Amounts in thousands)
Net realized investment gains (losses)
Fixed maturity securities (1)(2)	$	(1,294)	$	52,162	$	50,868
Equity securities (1)(3)	54,684		39,640		94,324
Short-term investments (1)	(727)		(27)		(754)
Notes receivable (1)	—		554		554
Options sold	10,481		63		10,544
Total	$	63,144	$	92,392	$	155,536

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	Nine Months Ended September 30, 2023
	Gains (Losses) Recognized in Net Loss
	Sales		Changes in fair value		Total

	(Amounts in thousands)
Net realized investment gains (losses)
Fixed maturity securities (1)(2)	$	(373)	$	(53,915)	$	(54,288)
Equity securities (1)(3)	26,405		(38,820)		(12,415)
Short-term investments (1)	(4)		54		50
Note receivable (1)	—		88		88
Options sold	5,591		202		5,793
Total	$	31,619	$	(92,391)	$	(60,772)

__________

(1)The changes in fair value of the investment portfolio and notes receivable resulted from application of the fair value option.

(2)The increase in fair value of fixed maturity securities for the nine months ended September 30, 2024 primarily resulted from decreases in overall market interest rates. The decrease in fair value of fixed maturity securities for the nine months ended September 30, 2023 primarily resulted from increases in overall market interest rates.

(3)The increase in fair value of equity securities for the nine months ended September 30, 2024 primarily resulted from the overall improvement in equity markets. The decrease in fair value of equity securities for the nine months ended September 30, 2023 primarily resulted from the overall decline in equity markets.

Net Income (Loss)


	Nine Months Ended September 30,
	2024		2023

	(Amounts in thousands, except per share data)
Net income (loss)	$	366,886	$	(95,058)
Basic average shares outstanding	55,371		55,371
Diluted average shares outstanding	55,374		55,371
Basic Per Share Data:
Net income (loss)	$	6.63	$	(1.72)
Net realized investment gains (losses), net of tax	$	2.22	$	(0.87)
Diluted Per Share Data:
Net income (loss)	$	6.63	$	(1.72)
Net realized investment gains (losses), net of tax	$	2.22	$	(0.87)

LIQUIDITY AND CAPITAL RESOURCES

A. Cash Flows

The Company has generated positive cash flow from operations each year since the public offering of its common stock in November 1985. The Company does not attempt to match the duration and timing of asset maturities with those of liabilities; rather, it manages its portfolio with a view towards maximizing total return with an emphasis on after-tax income. With combined cash and short-term investments of $905.0 million at September 30, 2024, the Company believes its cash flow from operations is adequate to satisfy its liquidity requirements without the forced sale of investments. Investment maturities are also available to meet the Company’s liquidity needs. However, the Company operates in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, there can be no assurance that the Company’s sources of funds will be sufficient to meet its liquidity needs or that the Company will not be required to raise additional funds to meet those needs or for future business expansion, through the sale of equity or debt securities or from credit facilities with lending institutions.

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Net cash provided by operating activities for the nine months ended September 30, 2024 was $788.8 million, an increase of $561.1 million compared to the corresponding period in 2023. The increase was primarily due to an increase in premium collections, a decrease in payments for losses and loss adjustment expenses, and an increase in investment income received, partially offset by increases in payments for policy acquisition costs and taxes. The Company utilized the cash provided by operating activities during the nine months ended September 30, 2024 primarily for the net purchases of investment securities and payment of dividends to its shareholders.

The following table presents the estimated fair value of fixed maturity securities at September 30, 2024 by contractual maturity in the next five years:


	Fixed Maturity Securities
	(Amounts in thousands)
Due in one year or less	$	257,101
Due after one year through two years	305,535
Due after two years through three years	408,517
Due after three years through four years	223,022
Due after four years through five years	199,958
Total due within five years	$	1,394,133

B. Reinsurance

For California homeowners policies, the Company has reduced its catastrophe exposure from earthquakes by placing earthquake risks directly with the California Earthquake Authority ("CEA"). However, the Company continues to have catastrophe exposure to fires following an earthquake.

The Company is the assuming reinsurer under a Catastrophe Participation Reinsurance Contract (the "Contract") effective through December 31, 2025. The Company reimburses a group of affiliates of a ceding company for a proportional share of a portfolio of catastrophe losses based on the premiums ceded to the Company under the Contract, to the extent the actual loss ratio exceeds the threshold loss ratio of 73.5%. The total assumed premium under the Contract is $15.0 million for each of the 12-month periods ending December 31, 2023 through 2025 and $10.0 million for the 12 months ended December 31, 2022. The total possible amount of losses for the Company under the Contract is $30.0 million for each of the 12-month periods ending December 31, 2023 through 2025 and $25.0 million for the 12 months ended December 31, 2022. The Company recognized $3.8 million in earned premiums for each of the three-month periods ended September 30, 2024 and 2023, and $2.1 million and $2.2 million in incurred losses for the three months ended September 30, 2024 and 2023, respectively, and $11.3 million in earned premiums for each of the nine-month periods ended September 30, 2024 and 2023, and $(0.3) million and $7.6 million in incurred losses for the nine months ended September 30, 2024 and 2023, respectively, under the Contract. The negative incurred losses for the nine months ended September 30, 2024 resulted primarily from favorable development on prior years' catastrophe losses that had been ceded to the Company under the Contract.

The Company is the ceding party to a Catastrophe Reinsurance Treaty (the "Treaty") covering a wide range of perils that is effective through June 30, 2025. For the 12 months ending June 30, 2025 and 2024, the Treaty provides approximately $1,290 million and $1,111 million of coverage, respectively, on a per occurrence basis after covered catastrophe losses exceed the Company retention limit of $150 million and $100 million, respectively. The Treaty specifically excludes coverage for any Florida business and for California earthquake losses on fixed property policies such as homeowners, but does cover losses from fires following an earthquake. The Treaty includes additional restrictions as noted in the tables below.

Coverage on individual catastrophes provided for the 12 months ending June 30, 2025 under the Treaty is presented below in various layers:


	Catastrophe Losses and LAE
	In Excess of		Up to		Percentage of Coverage

	(Amounts in millions)
Retained	$	—	$	150	—	%
Layer of Coverage (1)	150		650		100.0
Layer of Coverage (1) (2) (3) (4)	650		1,300		100.0
Layer of Coverage	1,300		1,440		100.0

__________

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(1) Layer of Coverage represents multiple actual treaty layers that are grouped for presentation purposes.

(2) Approximately 10% of this layer covers California, Arizona, Nevada and Texas only, and has a maximum contribution limit to ultimate net loss from all losses in Texas of $425 million.

(3) Approximately 14% of this layer excludes losses from named storms.

(4) Approximately 8% of this layer covers only California wildfires and fires following an earthquake in California, and is not subject to reinstatement.

Coverage on individual catastrophes provided for the 12 months ended June 30, 2024 under the Treaty is presented below in various layers:


	Catastrophe Losses and LAE
	In Excess of		Up to		Percentage of Coverage

	(Amounts in millions)
Retained	$	—	$	100	—	%
Layer of Coverage	100		140		5.0
Layer of Coverage (1) (3)	140		610		100.0
Layer of Coverage (2) (3) (4)	610		1,120		99.8
Layer of Coverage	1,120		1,250		100.0

__________

(1) Approximately 4% of this layer covers California, Arizona and Nevada only.

(2) Approximately 30% of this layer covers California, Arizona and Nevada only.

(3) Layer of Coverage represents multiple actual treaty layers that are grouped for presentation purposes.

(4) Approximately 10% of this layer covers only California wildfires and fires following an earthquake in California, and is not subject to reinstatement.

The table below presents the combined total reinsurance premiums under the Treaty (annual premiums and reinstatement premiums) for the 12 months ending June 30, 2025 and 2024, respectively:


Treaty	Annual Premium (1)		Reinstatement Premium (2)		Total Combined Premium (2)

	(Amounts in millions)
For the 12 months ending June 30, 2025	$	105	$	—	$	105
For the 12 months ended June 30, 2024	$	99	$	—	$	99

__________

(1) The increase in the annual premium is primarily due to an increase in reinsurance coverage and rates and growth in the covered book of business.

(2) The reinstatement premium and the total combined premium for the treaty period ending June 30, 2025 are projected amounts to be paid based on the assumption that there will be no reinstatements occurring during this treaty period. The reinstatement premium for the treaty period ended June 30, 2024 is zero, as there were no actual reinstatement premiums paid.

The Treaty ending June 30, 2025 and 2024 each provides for one full reinstatement of coverage limits. Reinstatement premiums are based on the amount of reinsurance benefits used by the Company at 100% of the annual premium rate, with the exception of the reinstatement restrictions noted in the tables above, up to the maximum reinstatement premium of approximately $101 million and $95 million if the full amount of benefit is used for the 12 months ending June 30, 2025 and 2024, respectively.

The total amount of reinstatement premiums is recorded as ceded reinstatement premiums written at the time of the catastrophe event based on the total amount of reinsurance benefits expected to be used for the event, and such reinstatement premiums are recognized ratably over the remaining term of the Treaty as ceded reinstatement premiums earned.

The catastrophe events that occurred in 2024 caused approximately $229 million in losses to the Company, resulting primarily from tornadoes, hailstorms and convective storms in Texas and Oklahoma, winter storms and rainstorms in California, and the impact of Hurricane Helene in Florida and Georgia. No reinsurance benefits were available under the Treaty for these losses as none of the 2024 catastrophe events individually resulted in losses in excess of the Company’s per-occurrence retention limit of $150 million and $100 million under the Treaty for the 12 months ending June 30, 2025 and 2024, respectively.

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The catastrophe events that occurred in 2023 caused approximately $256 million in losses to the Company as of September 30, 2024, resulting primarily from rainstorms and hail in Texas and Oklahoma, winter storms and rainstorms in California, and the impact of Tropical Storm Hilary in California. No reinsurance benefits were available under the Treaty for these losses as none of the 2023 catastrophe events individually resulted in losses in excess of the Company’s per-occurrence retention limit of $100 million and $60 million under the Treaty for the 12 months ended June 30, 2024 and 2023, respectively.

The Company carries a commercial umbrella reinsurance treaty and a per-risk property reinsurance treaty, and seeks facultative arrangements for large property risks. In addition, the Company has other reinsurance in force that is not material to the consolidated financial statements. If any reinsurers are unable to perform their obligations under a reinsurance treaty, the Company will be required, as primary insurer, to discharge all obligations to its policyholders in their entirety.

C. Invested Assets

Portfolio Composition

An important component of the Company’s financial results is the return on its investment portfolio. The Company’s investment strategy emphasizes safety of principal and consistent income generation, within a total return framework. The investment strategy has historically focused on maximizing after-tax yield with a primary emphasis on maintaining a well-diversified, investment grade, fixed income portfolio to support the underlying liabilities and achieve return on capital and profitable growth. The Company believes that investment yield is maximized by selecting assets that perform favorably on a long-term basis and by disposing of certain assets to enhance after-tax yield and minimize the potential effect of downgrades and defaults. The Company believes that this strategy enables the optimal investment performance necessary to sustain investment income over time. The Company’s portfolio management approach utilizes a market risk and consistent asset allocation strategy as the primary basis for the allocation of interest sensitive, liquid and credit assets as well as for determining overall below investment grade exposure and diversification requirements. Within the ranges set by the asset allocation strategy, tactical investment decisions are made in consideration of prevailing market conditions.

The following table presents the composition of the total investment portfolio of the Company at September 30, 2024:


	Cost (1)		Fair Value

	(Amounts in thousands)
Fixed maturity securities:
U.S. government bonds and agencies	$	120,083	$	120,565
Municipal securities	3,026,480		3,027,149
Mortgage-backed securities	253,057		244,866
Corporate securities	780,941		769,051
Collateralized loan obligations	590,905		592,295
Other asset-backed securities	110,858		104,914
	4,882,324		4,858,840
Equity securities:
Common stock	595,180		734,198
Non-redeemable preferred stock	56,705		47,389
Private equity funds measured at net asset value (2)	103,558		89,250
	755,443		870,837
Short-term investments	289,616		288,704
Total investments	$	5,927,383	$	6,018,381

______________

(1) Fixed maturities and short-term bonds at amortized cost; equities and other short-term investments at cost.

(2) The fair value is measured using the NAV practical expedient. See Note 5. Fair Value Measurements of the Notes to Consolidated Financial Statements for additional information.

At September 30, 2024, 37.9% of the Company’s total investment portfolio at fair value and 47.0% of its total fixed maturity securities at fair value were invested in tax-exempt state and municipal bonds. Equity holdings consist of non-redeemable preferred stocks, dividend-bearing common stocks on which dividend income is partially tax-sheltered by the 50% corporate dividend received deduction, and private equity funds. At September 30, 2024, 96.9% of short-term investments

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consisted of highly rated short-duration securities redeemable on a daily or weekly basis.

Fixed Maturity Securities and Short-Term Investments

Fixed maturity securities include debt securities, which are mostly long-term bonds and other debt with maturities of at least one year from purchase, and which may have fixed or variable principal payment schedules, may be held for indefinite periods of time, and may be used as a part of the Company’s asset/liability strategy or sold in response to changes in interest rates, anticipated prepayments, risk/reward characteristics, liquidity needs, tax planning considerations, or other economic factors. Short-term instruments include money market accounts, options, and short-term bonds that are highly rated short duration securities and redeemable within one year.

A primary exposure for the fixed maturity securities is interest rate risk. The longer the duration, the more sensitive the asset is to market interest rate fluctuations. As assets with longer maturity dates tend to produce higher current yields, the Company’s historical investment philosophy has resulted in a portfolio with a moderate duration. The Company's portfolio is heavily weighted in investment grade tax-exempt municipal bonds. Fixed maturity securities purchased by the Company typically have call options attached, which further reduce the duration of the asset as interest rates decline. The holdings that are heavily weighted with high coupon issues, are expected to be called prior to maturity. Modified duration measures the length of time it takes, on average, to receive the present value of all the cash flows produced by a bond, including reinvestment of interest. As it measures four factors (maturity, coupon rate, yield and call terms) which determine sensitivity to changes in interest rates, modified duration is considered a better indicator of price volatility than simple maturity alone.

The following table presents the maturities and durations of the Company's fixed maturity securities and short-term investments:


	September 30, 2024	December 31, 2023

	(in years)
Fixed Maturity Securities
Nominal average maturity:
excluding short-term investments	11.5	11.4
including short-term investments	10.8	11.0
Call-adjusted average maturity:
excluding short-term investments	3.7	3.8
including short-term investments	3.5	3.6
Modified duration reflecting anticipated early calls:
excluding short-term investments	3.2	3.1
including short-term investments	3.0	3.0
Short-Term Investments	—	—

Another exposure related to the fixed maturity securities is credit risk, which is managed by maintaining a weighted-average portfolio credit quality rating of A+, at fair value, at September 30, 2024, consistent with the average rating at December 31, 2023. The Company's municipal bond holdings, of which 75.4% were tax exempt, represented 47.0% of its fixed maturity securities portfolio at September 30, 2024, at fair value, and are broadly diversified geographically. See Part I-Item 3. Quantitative and Qualitative Disclosures About Market Risks for a breakdown of municipal bond holdings by state.

To calculate the weighted-average credit quality ratings disclosed throughout this Quarterly Report on Form 10-Q, individual securities were weighted based on fair value and credit quality ratings assigned by nationally recognized securities rating organizations.

Taxable holdings consist principally of investment grade issues. At September 30, 2024, fixed maturity securities holdings rated below investment grade and non-rated bonds totaled $6.2 million and $42.5 million, respectively, at fair value, and represented 0.1% and 0.9%, respectively, of total fixed maturity securities. At December 31, 2023, fixed maturity securities holdings rated below investment grade and non-rated bonds totaled $6.4 million and $15.1 million, respectively, at fair value, and represented 0.1% and 0.3%, respectively, of total fixed maturity securities.

The overall credit ratings for the Company’s fixed maturity securities portfolio were relatively stable during the nine months ended September 30, 2024, with 92.1% of fixed maturity securities at fair value experiencing no change in their overall

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rating. 6.9% and 0.9% of fixed maturity securities at fair value experienced upgrades and downgrades, respectively, during the nine months ended September 30, 2024.

The following table presents the credit quality ratings of the Company’s fixed maturity securities by security type at fair value:


	September 30, 2024
	(Dollars in thousands)
Security Type	AAA(1)			AA(1)			A(1)			BBB(1)			Non-Rated/Other(1)			Total Fair Value(1)
U.S. government bonds and agencies:
Agencies	$	40,042		$	—		$	—		$	—		$	—		$	40,042
Treasuries	80,523			—			—			—			—			80,523
Total	120,565			—			—			—			—			120,565
	100.0		%	—		%	—		%	—		%	—		%	100.0		%
Municipal securities:
Insured	26,117			254,315			187,612			33,299			1,402			502,745
Uninsured	81,599			979,142			1,306,179			148,446			9,038			2,524,404
Total	107,716			1,233,457			1,493,791			181,745			10,440			3,027,149
	3.6		%	40.7		%	49.4		%	6.0		%	0.3		%	100.0		%
Mortgage-backed securities:
Commercial	17,968			5,269			5,013			—			—			28,250
Agencies	47,702			—			—			—			—			47,702
Non-agencies:
Prime	53,379			108,976			5,075			—			360			167,790
Alt-A	—			424			106			—			594			1,124
Total	119,049			114,669			10,194			—			954			244,866
	48.6		%	46.8		%	4.2		%	—		%	0.4		%	100.0		%
Corporate securities:
Communications	—			170			—			6,259			—			6,429
Consumer, cyclical	—			1,952			31,377			40,421			—			73,750
Consumer, non-cyclical	—			—			64,877			8,278			—			73,155
Energy	—			6,706			3,377			31,976			—			42,059
Financial	—			29,479			261,723			58,457			3,922			353,581
Industrial	—			62,104			94,476			37,910			—			194,490
Technology	—			—			1,742			757			—			2,499
Utilities	—			—			8,970			14,118			—			23,088
Total	—			100,411			466,542			198,176			3,922			769,051
	—		%	13.1		%	60.6		%	25.8		%	0.5		%	100.0		%
Collateralized loan obligations:
Corporate	134,006			178,749			244,483			—			35,057			592,295
Total	134,006			178,749			244,483			—			35,057			592,295
	22.6		%	30.2		%	41.3		%	—		%	5.9		%	100.0		%

Other asset-backed securities	2,002			2,416			61,605			38,891			—			104,914
	1.9		%	2.3		%	58.7		%	37.1		%	—		%	100.0		%
Total	$	483,338		$	1,629,702		$	2,276,615		$	418,812		$	50,373		$	4,858,840
	9.9		%	33.5		%	47.0		%	8.6		%	1.0		%	100.0		%

_____________

(1)Intermediate ratings are included at each level (e.g., AA includes AA+, AA and AA-).

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U.S. Government Bonds and Agencies

The Company had $120.6 million and $174.5 million, or 2.5% and 4.0% of its fixed maturity securities portfolio, at fair value, in U.S. government bonds and agencies at September 30, 2024 and December 31, 2023, respectively. Moody's and Fitch ratings for U.S. government-issued debt were Aaa and AA+, respectively, at each of September 30, 2024 and December 31, 2023. The Company understands that market participants continue to use rates of return on U.S. government debt as a risk-free rate and have continued to invest in U.S. Treasury securities. The modified duration of the U.S. government bonds and agencies portfolio reflecting anticipated early calls was 1.1 years and 0.9 years at September 30, 2024 and December 31, 2023, respectively.

Municipal Securities

The Company had $3.03 billion and $2.78 billion, or 62.3% and 64.3% of its fixed maturity securities portfolio, at fair value, in municipal securities, $502.7 million and $431.2 million of which were insured, at September 30, 2024 and December 31, 2023, respectively. The underlying ratings for insured municipal bonds have been factored into the average rating of the securities by the rating agencies with no significant disparity between the absolute securities ratings and the underlying credit ratings as of September 30, 2024 and December 31, 2023.

At September 30, 2024 and December 31, 2023, 71.2% and 70.3%, respectively, of the insured municipal securities, at fair value, most of which were investment grade, were insured by bond insurers that provide credit enhancement and ratings reflecting the credit of the underlying issuers. At each of September 30, 2024 and December 31, 2023, the average rating of the Company’s insured municipal securities was A+, which corresponded to the average rating of the investment grade bond insurers. The remaining 28.8% and 29.7% of insured municipal securities at September 30, 2024 and December 31, 2023, respectively, were non-rated or below investment grade, and were insured by bond insurers that the Company believes did not provide credit enhancement. The modified duration of the municipal securities portfolio reflecting anticipated early calls was 3.1 years and 3.0 years at September 30, 2024 and December 31, 2023, respectively.

The Company considers the strength of the underlying credit as a buffer against potential market value declines which may result from future rating downgrades of the bond insurers. In addition, the Company has a long-term time horizon for its municipal bond holdings, which generally allows it to recover the full principal amounts upon maturity and avoid forced sales prior to maturity of bonds that have declined in market value due to the bond insurers’ rating downgrades. Based on the uncertainty surrounding the financial condition of these insurers, it is possible that there will be future downgrades to below investment grade ratings by the rating agencies in the future, and such downgrades could impact the estimated fair value of municipal bonds.

Mortgage-Backed Securities

The Company had mortgage-backed securities portfolio of $244.9 million and $186.9 million, or 5.0% and 4.3% of the Company's fixed maturity securities portfolio at fair value, at September 30, 2024 and December 31, 2023, respectively. Substantially all of the Company's mortgage-backed securities portfolio at those dates was categorized as loans to “prime” residential and commercial real estate borrowers. The Company had holdings of $28.2 million and $33.0 million at fair value ($28.5 million and $34.2 million at amortized cost) in commercial mortgage-backed securities at September 30, 2024 and December 31, 2023, respectively.

The weighted-average rating of the entire mortgage-backed securities portfolio was AA+ at each of September 30, 2024 and December 31, 2023. The modified duration of the mortgage-backed securities portfolio reflecting anticipated early calls was 5.7 years and 8.7 years at September 30, 2024 and December 31, 2023, respectively.

Corporate Securities

Corporate securities included in fixed maturity securities were as follows:


	September 30, 2024			December 31, 2023

	(Dollars in thousands)
Corporate securities at fair value	$	769,051		$	599,630
Percentage of total fixed maturity securities portfolio	15.8		%	13.9		%
Modified duration	2.5 years			2.4 years
Weighted-average rating	A			A-

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Collateralized Loan Obligations

Collateralized loan obligations included in fixed maturity securities were as follows:


	September 30, 2024			December 31, 2023

	(Dollars in thousands)
Collateralized loan obligations at fair value	$	592,295		$	484,947
Percentage of total fixed maturity securities portfolio	12.2		%	11.2		%
Modified duration	4.4 years			3.5 years
Weighted-average rating	AA-			AA-

Other Asset-Backed Securities

Other asset-backed securities included in fixed maturity securities were as follows:


	September 30, 2024			December 31, 2023

	(Dollars in thousands)
Other asset-backed securities at fair value	$	104,914		$	96,164
Percentage of total fixed maturity securities portfolio	2.2		%	2.2		%
Modified duration	1.6 years			2.2 years
Weighted-average rating	A-			A-

Equity Securities

Equity holdings of $870.8 million and $730.7 million at fair value, as of September 30, 2024 and December 31, 2023, respectively, consisted of non-redeemable preferred stocks, common stocks on which dividend income is partially tax-sheltered by the 50% corporate dividend received deduction, and private equity funds. The Company had a net gain (loss) of $39.6 million and $(38.8) million due to changes in fair value of the Company’s equity securities portfolio for the nine months ended September 30, 2024 and 2023, respectively. The primary cause for the increase in fair value of the Company’s equity securities portfolio for the nine months ended September 30, 2024 was the overall improvement in equity markets. The primary cause for the decrease in fair value of the Company’s equity securities portfolio for the nine months ended September 30, 2023 was the overall decline in equity markets.

The Company’s common stock allocation is intended to enhance the return of and provide diversification for the total portfolio. At September 30, 2024, 14.5% of the total investment portfolio at fair value was held in equity securities, compared to 14.0% at December 31, 2023 .

D. Debt

The Company's debts at September 30, 2024 were $375 million of senior unsecured notes that are publicly traded and $200 million drawn under an unsecured credit facility. For additional information on these debts, see Note 11. Notes Payable of the Notes to Consolidated Financial Statements.

The Company was in compliance with all of the financial covenants pertaining to minimum statutory surplus, debt to total capital ratio, and risk based capital ratio under the unsecured credit facility at September 30, 2024.

E. Regulatory Capital Requirements

Among other considerations, industry and regulatory guidelines suggest that the ratio of a property and casualty insurer’s annual net premiums written to statutory policyholders’ surplus should not exceed 3.0 to 1. Based on the combined surplus of all the Insurance Companies of $1.88 billion at September 30, 2024, and net premiums written of $5.20 billion for the twelve months ended on that date, the ratio of net premiums written to surplus was 2.76 to 1 at September 30, 2024.

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Item 3. Quantitative and Qualitative Disclosures About Market Risks

The Company is subject to various market risk exposures primarily due to its investing and borrowing activities. Primary market risk exposures are changes in interest rates, equity prices, and credit risk. Adverse changes to these rates and prices may occur due to changes in the liquidity of a market, or to changes in market perceptions of creditworthiness and risk tolerance. The following disclosure reflects estimates of future performance and economic conditions. Actual results may differ.

Overview

The Company’s investment policies define the overall framework for managing market and investment risks, including accountability and controls over risk management activities, and specify the investment limits and strategies that are appropriate given the liquidity, surplus, product profile, and regulatory requirements of the subsidiaries. Executive oversight of investment activities is conducted primarily through the Company’s investment committee. The Company’s investment committee focuses on strategies to enhance after-tax yields, mitigate market risks, and optimize capital to improve profitability and returns.

The Company manages exposures to market risk through the use of asset allocation, duration, and credit ratings. Asset allocation limits place restrictions on the total amount of funds that may be invested within an asset class. Duration limits on the fixed maturity securities portfolio place restrictions on the amount of interest rate risk that may be taken. Comprehensive day-to-day management of market risk within defined tolerance ranges occurs as portfolio managers buy and sell within their respective markets based upon the acceptable boundaries established by investment policies.

Credit Risk

Credit risk results from uncertainty in a counterparty’s ability to meet its obligations. Credit risk is managed by maintaining a high credit quality fixed maturity securities portfolio. As of September 30, 2024, the estimated weighted-average credit quality rating of the fixed maturity securities portfolio was A+, at fair value, consistent with the average rating at December 31, 2023.

The following table presents fixed maturity municipal securities by state in descending order of holdings at fair value at September 30, 2024:


States	Fair Value		Average Rating
	(Amounts in thousands)
Florida	$	372,812	A
Texas	244,347		AA-
California	241,522		AA-
New York	215,476		AA-
Illinois	152,554		A+
Other states	1,800,438		A+
Total	$	3,027,149

At September 30, 2024, the fixed maturity municipal securities portfolio was broadly diversified among the states and the largest holdings were in populous states such as Florida and Texas. These holdings were further diversified primarily among cities, counties, schools, public works, hospitals, and state general obligations. The Company seeks to minimize overall credit risk and ensure diversification by limiting exposure to any particular issuer.

Taxable fixed maturity securities represented 53.0% of the Company’s total fixed maturity securities portfolio at fair value at September 30, 2024. 4.7% of the Company’s taxable fixed maturity securities at fair value were comprised of U.S. government bonds and agencies at September 30, 2024. 0.2% of the Company’s taxable fixed maturity securities at fair value, representing 0.1% of its total fixed maturity securities portfolio at fair value, were rated below investment grade at September 30, 2024. Below investment grade issues are considered “watch list” items by the Company, and their status is evaluated within the context of the Company’s overall portfolio and its investment policy on an aggregate risk management basis, as well as their ability to recover their investment on an individual issue basis.

Equity Price Risk

Equity price risk is the risk that the Company will incur losses due to adverse changes in equity markets.

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At September 30, 2024, the Company’s primary objective for common equity investments was current income. The fair value of the equity investments consisted of $734.2 million in common stocks, $47.4 million in non-redeemable preferred stocks, and $89.3 million in private equity funds. Common stocks are typically valued for future economic prospects as perceived by the market.

Common stocks represented 12.2% of total investments at fair value at September 30, 2024. Beta is a measure of a security’s systematic (non-diversifiable) risk, which is measured by the percentage change in an individual security’s return for a 1% change in the return of the market.

Based on hypothetical reductions in the overall value of the stock market, the following table illustrates estimated reductions in the overall value of the Company’s common stock portfolio at September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023

	(Amounts in thousands, except average Beta)
Average Beta	0.86		0.87
Hypothetical reduction of 25% in the overall value of the stock market	$	157,853	$	129,742
Hypothetical reduction of 50% in the overall value of the stock market	$	315,705	$	259,483

Interest Rate Risk

Interest rate risk is the risk that the Company will incur a loss due to adverse changes in interest rates relative to the interest rate characteristics of interest bearing assets and liabilities. The Company faces interest rate risk as it invests a substantial amount of funds in interest sensitive assets and holds interest sensitive liabilities. Interest rate risk includes risks related to changes in U.S. Treasury yields and other key benchmarks, as well as changes in interest rates resulting from widening credit spreads and credit exposure to collateralized securities.

The fixed maturity securities portfolio, which represented 80.7% of total investments at September 30, 2024 at fair value, is subject to interest rate risk. The change in market interest rates is inversely related to the change in the fair value of the fixed maturity securities portfolio. A common measure of the interest sensitivity of fixed maturity securities is modified duration, a calculation that utilizes maturity, coupon rate, yield and call terms to calculate an average age to receive the present value of all the cash flows produced by such assets, including reinvestment of interest. The longer the duration, the more sensitive the asset is to market interest rate fluctuations.

The Company has historically invested in fixed maturity securities with a goal of maximizing after-tax yields and holding assets to the maturity or call date. Since assets with longer maturities tend to produce higher current yields, the Company’s historical investment philosophy resulted in a portfolio with a moderate duration. Fixed maturity securities purchased by the Company typically have call options attached, which further reduce the duration of the asset as interest rates decline. The modified duration of the overall fixed maturity securities portfolio reflecting anticipated early calls was 3.0 years at each of September 30, 2024 and December 31, 2023.

If interest rates were to rise by 100 and 200 basis points, the Company estimates that the fair value of its fixed maturity securities portfolio at September 30, 2024 would decrease by $154.7 million and $309.4 million, respectively. Conversely, if interest rates were to decrease, the fair value of the Company’s fixed maturity securities portfolio would rise, and it may cause a higher number of the Company's fixed maturity securities to be called away. The proceeds from the called fixed maturity securities would likely be reinvested at lower yields, which would result in lower overall investment income for the Company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

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As required by Securities and Exchange Commission Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the quarter covered by this Quarterly Report on Form 10-Q. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. For a discussion of any additional legal matters, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. See also “Overview-C. Regulatory and Legal Matters” in Part I-Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

There are no environmental proceedings arising under federal, state, or local laws or regulations to be discussed.

Item 1A. Risk Factors

The Company’s business, results of operations, and financial condition are subject to various risks. These risks are described elsewhere in this Quarterly Report on Form 10-Q and in the Company’s other filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The risk factors identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 have not changed in any material respect.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits



15.1			Report of Independent Registered Public Accounting Firm.

15.2			Awareness Letter of Independent Registered Public Accounting Firm.

31.1			Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.

32.2			Certification of Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.

101.INS			XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			XBRL Taxonomy Extension Schema Document.

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB			XBRL Taxonomy Extension Label Linkbase Document.

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MERCURY GENERAL CORPORATION

Date: October 29, 2024	By:	/s/ Gabriel Tirador
		Gabriel Tirador
		Chief Executive Officer

Date: October 29, 2024	By:	/s/ Theodore R. Stalick
		Theodore R. Stalick
		Senior Vice President and Chief Financial Officer

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SEC Form 10-Q filed by Mercury General Corporation

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