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•	the inherent uncertainty of estimating reserves and the possibility that incurred losses may be greater than our loss and loss adjustment expense reserves;​

•	inaccurate estimates and judgments in our risk management which may expose us to greater risks than intended;​

•	the potential loss of key members of our management team or key employees and our ability to attract and retain personnel;​

•	adverse economic factors resulting in the sale of fewer policies than expected or an increase in the frequency or severity of claims, or both;​

•	a decline in our financial strength rating resulting in a reduction of new or renewal business;​

•	reliance on a select group of brokers and agents for a significant portion of our business and the impact of our potential failure to maintain such relationships;​

•	reliance on a select group of customers for a significant portion of our business and the impact of our potential failure to maintain such relationships;

•	a failure of any of the loss limitations or exclusions we employ;​

•	losses from catastrophic events which substantially exceed our expectations and/or exceed the amount of reinsurance we have purchased to protect us from such events;​

•	potential effects on our business of emerging claim and coverage issues;​

•	exposure to credit risk, interest rate risk and other market risk in our investment portfolio;​​

•	changes in laws or government regulation, including tax or insurance law and regulations;​​

•	our ability to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us;​​

•	losses resulting from reinsurance counterparties failing to pay us on reinsurance claims or insurance companies with whom we have a fronting arrangement failing to pay us for claims;​​

•	the potential impact of internal or external fraud, operational errors, systems malfunctions or cyber security incidents;​

•	our ability to manage our growth effectively;​

•	inadequacy of premiums we charge to compensate us for our losses incurred;​

•	the recently enacted Public Law No. 115-97, informally titled the Tax Cuts and Jobs Act, may have a significant effect on us and our shareholders;​​

•	in the event we do not qualify for the insurance company exception to the passive foreign investment company (“PFIC”) rules and are therefore considered a PFIC, there could be material adverse tax consequences to an investor that is subject to U.S. federal income taxation;​

•	the Company or any of its foreign subsidiaries becoming subject to U.S. federal income taxation;​

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•	failure to maintain effective internal controls in accordance with Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”);​​

•	changes in our financial condition, regulations or other factors that may restrict our subsidiaries’ ability to pay us dividends; and​

•	other risks and uncertainties discussed under “Risk Factors” and elsewhere in this Annual Report.​

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Item 1.	BUSINESS​

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•	our individual risk workers’ compensation business, underwritten by our staff and generated by appointed agents in North Carolina, Tennessee, Virginia, South Carolina, Georgia, New Jersey, Pennsylvania, Massachusetts and Rhode Island, produced 13.9% of 2017 gross written premiums in this segment, (21.7% in 2016, 39.5% in 2015, 50.7% in 2014, and 97.3% in 2013); and

•	fronting and program business written through selected MGAs, insurance carriers, and other producers which represented 86.1% of 2017 gross written premiums in this segment, (78.3% in 2016, 60.5% in 2015, 49.3% in 2014, and 2.7% in 2013).​

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•

We provide proportional and working layer reinsurance to unaffiliated U.S.-based insurance companies. We underwrote $235.4 million in gross written premiums for the year ended December 31, 2017. Of those third-party premiums written by JRG Re, 47% was for general liability coverage (much of this business is E&S premium), 34% was personal auto coverage, 9% was commercial auto coverage (much of this business is also E&S premium), and the rest was excess casualty or non-medical professional liability. We typically structure our reinsurance treaties as quota share arrangements with loss and risk mitigating features that align our interest with that of the ceding companies. On a premium volume basis, treaties with loss mitigation features including sliding scale ceding commissions represented

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•

Through December 31, 2017, we also had direct intercompany reinsurance agreements under the terms of which 70% of the net written premiums of our U.S. subsidiaries (after taking into account third-party reinsurance) were ceded to JRG Re in Bermuda. In 2017, our U.S. subsidiaries ceded $370.4 million in premiums to JRG Re. This business was ceded to JRG Re under proportional, or quota-share, reinsurance treaties that had arm’s length ceding commissions.

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(1)	These reinsurers are unrated, or below “A-”. All material reinsurance recoverables from these reinsurers are collateralized.​

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•	Loss emergence and insured reporting patterns;​

•	Underlying policy terms and conditions;​

•	Business and exposure mix;​

•	Trends in claim frequency and severity;​

•	Changes in operations;​

•	Emerging economic and social trends;​

•	Inflation;​

•	Changes in the regulatory and litigation environments; and​

•	Discussions with third-party actuarial consultants.​

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(1)	Includes $38.7 million of adverse development in the commercial auto line of business that was primarily related to the 2016 contract year with one insured, partially offset by $18.6 million of favorable development from other divisions primarily from the 2014 through 2016 accident years.​

(2)	Includes $10.0 million of favorable development from the 2015 accident year, $10.7 million from the 2014 accident year and $4.5 million from the 2013 accident year.​

(3)	Includes $17.3 million and $10.5 million of favorable development from the 2014 and 2013 accident year, respectively.​

(4)	Includes $7.9 million of favorable development from the 2011 accident year, $4.2 million from the 2007 accident year and $5.0 million from the 2009 accident year.

​(5)	Includes $11.8 million of favorable development from the 2009 accident year, $7.3 million of favorable development from the 2007 accident year and $5.8 million of favorable development from the 2008 accident year.

​(6)	Includes $8.0 million of favorable development from the 2009 accident year, $4.3 million of favorable development from the 2008 accident year and $4.1 million of favorable development from the 2007 accident year.

​(7)	Includes $9.0 million of adverse development on assumed crop business almost entirely from the 2011 accident year and $7.6 million of adverse development on other assumed business.

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Item 1A.	RISK FACTORS

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When we write “occurrence” policies in our Excess and Surplus Lines segment, we are obligated to pay covered claims, up to the contractually agreed amount, for any covered loss that occurs while the policy is in force. Losses can emerge many years after a policy has lapsed. Accordingly, our first notice of a claim or group of claims may arise many years after a policy has lapsed. Approximately 92.5% of our net casualty loss reserves in this segment are associated with “occurrence form” policies at December 31, 2017.​

•	Even when a claim is received (irrespective of whether the policy is a “claims made” or “occurrence” basis form), it may take considerable time to fully appreciate the extent of the covered loss suffered by the insured and, consequently, estimates of loss associated with specific claims can increase over time.​

•	New theories of liability are enforced retroactively from time to time by courts. See also “The effect of emerging claim and coverage issues on our business is uncertain” risk factor herein.​

•	Volatility in the financial markets, economic events and other external factors may result in an increase in the number of claims and the severity of the claims reported. In addition, elevated inflationary conditions could, among other things, cause loss costs to increase.​

•	If claims became more frequent, even if we had no liability for those claims, the cost of evaluating these potential claims could escalate beyond the amount of the reserves we have established. As we enter new lines of business, or as a result of new theories of claims, we may encounter an increase in claims frequency and greater claims handling costs than we had anticipated.​

•	We regularly enter new lines of insurance, and as a consequence, we sometimes have to make estimates of future losses for risk classes with which we do not have a great deal of experience. This lack of experience may contribute to making errors of judgment when establishing reserves.​

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•	The increased lapse of time from the occurrence of an event to the reporting of the claim and the ultimate resolution or settlement of the claim.​

•	The diversity of development patterns among different types of reinsurance treaties.​

•	The necessary reliance on the ceding company for information regarding claims.​

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•	if we change our business practices from our organizational business plan in a manner that no longer supports our A.M. Best’s rating;​

•	if unfavorable financial, regulatory or market trends affect us, including excess market capacity;​

•	if our losses exceed our loss reserves;​

•	if we have unresolved issues with government regulators;​

•	if we are unable to retain our senior management or other key personnel;​

•	if our investment portfolio incurs significant losses; or​

•	if A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect our rating.​

•	the Excess and Surplus Lines segment conducted business with two brokers that produced an aggregate of $324.0 million in gross written premiums, or 61.2% of that segment’s gross written premiums for the year;

•	the Specialty Admitted Insurance segment conducted business with one agency that produced $183.0 million in gross written premiums, representing 57.8% of that segment’s gross written premiums for the year; and​

•	the Casualty Reinsurance segment conducted business with four brokers that generated $182.6 million of gross written premiums, or 77.6% of that segment’s gross written premiums for the year.

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•	Asbestos liability applied to manufacturers of products and contractors who installed those products;

•	Apportionment of liability for settlement assigned to subcontractors who may have been involved in mundane tasks (such as installing sheetrock in a home); and​

•	Court decisions, such as the 1995 Montrose decision in California, that read policy exclusions narrowly so as to expand coverage, thereby requiring insurers to create and write new exclusions.​

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•	collect and properly analyze a substantial volume of data from our insureds;​

•	develop, test and apply appropriate actuarial projections and rating formulas;​

•	closely monitor and timely recognize changes in trends; and​

•	project both frequency and severity of our insureds’ losses with reasonable accuracy.​

•	insufficient or unreliable data;​

•	incorrect or incomplete analysis of available data;​

•	uncertainties generally inherent in estimates and assumptions;

•	our failure to implement appropriate actuarial projections and rating formulas or other pricing methodologies;​

•	regulatory constraints on rate increases;​

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•	our failure to accurately estimate investment yields and the duration of our liability for loss and loss adjustment expenses; and​

•	unanticipated court decisions, legislation or regulatory action.

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•	fund liquidity needs caused by underwriting or investment losses;​

•	replace capital lost in the event of significant reinsurance losses or adverse reserve developments;​

•	satisfy letters of credit or guarantee bond requirements that may be imposed by our clients or by regulators;​

•	meet rating agency or regulatory capital requirements; or

•	respond to competitive pressures.​

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•	An increase in capital-raising by companies in our lines of business, which could result in new entrants to our markets and an excess of capital in the industry;​

•	The deregulation of commercial insurance lines in certain states and the possibility of federal regulatory reform of the insurance industry, which could increase competition from standard carriers for our E&S lines of insurance business; and​

•	Changing practices facilitated by the Internet may lead to greater competition in the insurance business. Among the possible changes are shifts in the way in which commercial insurance is purchased, which could affect both admitted and excess and surplus lines.​

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•	our operating and financial performance and prospects;​

•	our quarterly or annual earnings or earnings estimates, or those of other companies in our industry;​

•	failure to meet external expectations or management guidance;​

•	the loss of one or more individually large clients, and its impact on our growth rate, profitability and financial condition;​

•	exposure to capital market risks related to changes in interest rates, realized investment losses, credit spreads, equity prices, foreign exchange rates and performance of insurance-linked investments;​

•	our creditworthiness, financial condition, performance and prospects;​

•	termination of payment of dividends on our common shares, or payment of a reduced amount of dividends;​

•	actual or anticipated growth rates relative to our competitors;​

•	perceptions of the investment opportunity associated with our common shares relative to other investment alternatives;​

•	speculation by the investment community regarding our business;​

•	future announcements concerning our business or our competitors’ businesses;​

•	the public’s reaction to our press releases, other public announcements and filings with the SEC;​

•	changes in accounting standards, policies, guidance, interpretations or principles;​

•	market and industry perception of our success, or lack thereof, in pursuing our strategy;​

•	strategic actions by us or our competitors, such as acquisitions, restructurings, significant contracts or joint ventures;​

•	catastrophes that are perceived by investors as impacting the insurance and reinsurance market in general;​

•	changes in laws or government regulation, including tax or insurance laws and regulations;​

•	potential characterization of us as a PFIC;​

•	general market, economic and political conditions;​

•	changes in conditions or trends in our industry, geographies or customers;​

•	arrival and departure of key personnel;​

•	the number of common shares that are publicly traded;

•	sales of common shares by us, our directors, executive officers or principal shareholders; and​

•	adverse resolution of litigation against us.​

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•	the total voting power of any U.S. person owning more than 9.5% of our common shares will be reduced to 9.5% of the total voting power of our common shares, excluding the D. E. Shaw Affiliates and other shareholders that held more than 9.5% of our common shares on the day of completion of our IPO;​

•	our board of directors has the authority to issue preferred shares without shareholder approval, which could be used to dilute the ownership of a potential hostile acquirer;

•	our shareholders may only remove directors for cause and so long as the D. E. Shaw Affiliates have the right to designate one director, the director designated by the D. E. Shaw Affiliates may only be replaced by the D. E. Shaw Affiliates;​​

•	there are advance notice requirements for shareholders with respect to director nominations and actions to be taken at annual meetings; and​​

•	under Bermuda law, for so long as JRG Re is registered under the Insurance Act, the BMA may object to a person holding more than 10%, 20%, 33% or 50% of our common shares if it appears to the BMA that the person is not or is no longer fit and proper to be such a holder (See “— There are regulatory limitations on the ownership and transfer of our common shares.”).

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Item 1B.	UNRESOLVED STAFF COMMENTS

Item 2.	PROPERTIES

Item 3.	LEGAL PROCEEDINGS

Item 4.	MINE SAFETY DISCLOSURE

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Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES​

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Item 6.	SELECTED FINANCIAL DATA​

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(1)	The amount received or to be received for insurance policies written or assumed by us during a specific period of time without reduction for acquisition costs, reinsurance costs or other deductions.​

(2)	The amount of written premiums ceded to (reinsured by) other insurers.​

(3)	We believe this measure is useful in evaluating our insurance subsidiaries’ operating leverage. It may not be comparable to the definition of net written premiums to surplus ratio for other companies.​

(4)

Adjusted net operating income is a non-GAAP measure. We define adjusted net operating income as net income excluding net realized investment gains and losses, expenses related to due diligence costs for various merger and acquisition activities, severance costs associated with terminated employees, impairment charges on goodwill and intangible assets, gains on extinguishment of debt, expenses on a leased building we are deemed to own for accounting purposes, and professional services and other expenses associated with securities offerings and the payment of special dividends. We use adjusted net operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Adjusted net operating income should not be viewed as a substitute for net income in accordance with GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP Measures” for a reconciliation of adjusted net operating income to net income in accordance with GAAP.

​(5)	The loss ratio is the ratio, expressed as a percentage, of losses and loss adjustment expenses to net earned premiums, net of the effects of reinsurance.​

(6)	The expense ratio is the ratio, expressed as a percentage, of other operating expenses to net earned premiums.​

(7)	The combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.​

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(8)

Tangible equity is shareholders’ equity less goodwill and intangible assets. Tangible equity should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Reconciliation of Non-GAAP Measures” for a reconciliation of tangible equity to shareholders’ equity in accordance with GAAP.​

(9)	The ratio, expressed as a percentage, of total indebtedness for borrowed money to the sum of total indebtedness for borrowed money and shareholders’ equity.​

(10)	For our U.S. insurance subsidiaries, the excess of assets over liabilities as determined in accordance with statutory accounting principles as determined by the NAIC. For our Bermuda reinsurer, shareholders’ equity in accordance with U.S. generally accepted accounting principles (“GAAP”).

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Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS​

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(1)	Net retention is defined as the ratio of net written premiums to gross written premiums.​

(2)	See “—Reconciliation of Non-GAAP Measures” for further detail.​

(3)	Underwriting profit includes fee income of $28.3 million and $14.2 million for the years ended December 31, 2017 and 2016, respectively.​

•

$2.0 million of net realized investment losses and $7.6 million of net realized investment gains for the years ended December 31, 2017 and 2016, respectively. Net realized investment losses in 2017 were primarily from $4.0 million of impairment losses on one equity security and an increase in the allowance for credit losses on impaired bank loans, offset by realized gains of $1.3 million from the sale of bank loan participations, $328,000 from the sale of fixed maturity securities and $369,000 from the sale of equity securities. Net realized investment gains in 2016 include net realized gains from equity securities of $4.8 million and net realized gains from fixed maturity securities of $1.8 million.

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•	$539,000 and $1.6 million of other expenses for the years ended December 31, 2017 and 2016, respectively. Other expenses for 2017 include $535,000 of legal and other professional services related to secondary share offerings in 2017. Other expenses for 2016 include $1.5 million of employee severance costs. ​

•

Interest expense for the years ended December 31, 2017 and 2016 include $1.3 million and $1.4 million, respectively, relating to finance expenses in connection with a minority interest in a real estate partnership pursuant to which we are deemed an owner for accounting purposes. The debt is nonrecourse to us and was not arranged by us. See Note 1 to the Notes to the Audited Consolidated Financial Statements for additional information with respect to our minority interest.​

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•	Commercial Auto division (representing 46.8% of this segment’s 2017 business) which increased $137.9 million (or 125.3%) over the prior year. This division is focused on underwriting the hired and non-owned auto liability exposures for a variety of industry segments with a particular niche for insuring organizations that operate networks connecting independent contractors with customers.​

•	Excess Casualty division (representing 9.7% of this segment’s 2017 business) which increased $7.6 million (or 17.4%) over the prior year.​

•	Allied Health division (representing 3.6% of this segment’s 2017 business) which increased $4.8 million (or 33.1%) over the prior year.

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•	Environmental division (representing 1.5% of this segment’s 2017 business) which increased $2.6 million (or 48.8%) over the prior year; and​

•	Manufacturers and Contractors division (representing 16.2% of this segment’s 2017 business) which increased $2.4 million (or 2.9%) over the prior year.​

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(1)	Underwriting Profit is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation to income before tax and for additional information.​

(2)	Underwriting results include fee income of $17.0 million and $10.1 million for the years ended December 31, 2017 and 2016, respectively.​

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(1)	Underwriting Profit is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation to income before tax and for additional information.​

(2)	Underwriting profit includes fee income of $11.3 million and $4.2 million for the years ended December 31, 2017 and 2016, respectively.​

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(1)	Underwriting loss is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation to income before tax and for additional information.​

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(1)	Net retention is defined as the ratio of net written premiums to gross written premiums.​

(2)	See “—Reconciliation of Non-GAAP Measures” for further detail.​

(3)	Underwriting profit includes fee income of $14.2 million and $5.0 million for the year ended December 31, 2016 and 2015, respectively.​

•

$7.6 million of net realized investment gains and $4.5 million of net realized investment losses for the years ended December 31, 2016 and 2015, respectively. Net realized investment gains in 2016 include net realized gains from equity securities of $4.8 million and net realized gains from fixed maturity securities of $1.8 million. Net realized investment losses in 2015 were primarily from the sale of fixed maturity securities and bank loan participations. We sold fixed maturity securities and bank loan participations in 2015 to fund the $47.4 million of dividends paid to our common shareholders in 2015. Also included in net realized investment losses in 2015 are $3.9 million of impairment losses on two bank loans to oil and gas companies in the energy sector whose market values had declined significantly in response to declining energy prices.

•	$1.6 million and $730,000 of other expenses the years ended December 31, 2016 and 2015, respectively. Other expenses for 2016 include $1.5 million of employee severance costs. Other expenses for 2015 include $276,000 of expenses associated with a related party leasing arrangement for a minority-interest in a real estate limited partnership

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Interest expense for the years ended December 31, 2016 and 2015 include $1.4 million and $661,000, respectively, relating to finance expenses in connection with a minority interest in a real estate partnership pursuant to which we are deemed an owner for accounting purposes. The debt is nonrecourse to us and was not arranged by us. See Note 1 to the Notes to the Audited Consolidated Financial Statements for additional information with respect to our minority interest.​

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•	Commercial Auto division (representing 29.7% of this segment’s 2016 business) which increased $36.3 million (or 49.2%) over the prior year.​

•	Excess Casualty division (representing 11.7% of this segment’s 2016 business) which increased $5.9 million (or 19.0%) over the prior year.​

•	General Casualty division (representing 9.9% of this segment’s 2016 business) which increased $5.9 million (or 19.0%) over the prior year; and​

•	Manufacturers & Contractors division (representing 22.5% of this segment’s 2016 business) which increased $5.0 million (or 6.3%) over the prior year.​

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(1)	See “—Reconciliation of Non-GAAP Measures.”​

(2)	Underwriting results include fee income of $10.1 million and $3.2 million for the years ended December 31, 2016 and 2015, respectively.​

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(1)	See “—Reconciliation of Non-GAAP Measures.”​

(2)	Underwriting profit includes fee income of $4.2 million and $1.8 million for the years ended December 31, 2016 and 2015, respectively.​

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(1)	See “—Reconciliation of Non-GAAP Measures.”​

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•	A $102.5 million secured revolving facility utilized by JRG Re to issue letters of credit for the benefit of third-party reinsureds. At December 31, 2017, the Company had $98.5 million of letters of credit issued under the secured facility.​

•	A $112.5 million unsecured revolving facility to meet the working capital needs of the Company. All unpaid principal on the revolver is due at maturity. Interest accrues quarterly and is payable in arrears at LIBOR plus a margin of 1.5%,

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•	assume or permit to exist any indebtedness that is secured by any encumbrance on the capital stock of James River Group or any of its subsidiaries which is senior to the Senior Debt; or

•	issue, sell, transfer or otherwise dispose of any shares of, securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, capital stock of any subsidiary.

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(1)	Total exposure to any one claim is generally $1.0 million.​

(2)	For policies with an occurrence limit of $1.0 million or higher, the excess casualty treaty is set such that our retention is $1.0 million. For policies where we also write an underlying primary casualty policy, the excess casualty limit is added to the primary limit and the retention remains the same at $1.0 million.

(3)	The property catastrophe reinsurance treaty has a limit of $40.0 million with one reinstatement.​

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(1)	Excluding one program which has quota share coverage for 90% of the first $1.0 million per occurrence and excess of loss coverage for $49.0 million in excess of $1.0 million.​

(2)	Includes individual risk expansion states and any residual market pools.

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(1)	These reinsurers are unrated or below A-. All material reinsurance recoverable amounts from these reinsurers are collateralized.

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(1)	Underwriting profit includes fee income of $28.3 million, $14.2 million, and $5.0 million for the years ended December 31, 2017, 2016, and 2015, respectively.​

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Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK​

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Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA​

Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE​

Item 9A.	CONTROLS AND PROCEDURES​

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Item 9B.	OTHER INFORMATION​

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Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE​

Item 11.	EXECUTIVE COMPENSATION​

Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS​

Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE​

Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES​

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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*	Denotes a management contract or compensatory plan or arrangement.​

+	Exhibit not filed with the Securities and Exchange Commission pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company will furnish a copy to the SEC upon request.​

Item 16.	FORM 10-K SUMMARY​

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1.	Accounting Policies​

•	James River Group Holdings UK Limited (“James River UK”) is an insurance holding company formed in 2015 in the United Kingdom (“U.K.”). The Company contributed James River Group, Inc. (“James River Group”), a U.S. insurance holding company, to James River UK in 2015.​

•	James River Group is a Delaware domiciled insurance holding company formed in 2002, which owns all of the Company’s U.S.-based subsidiaries, either directly or indirectly through one of its wholly-owned U.S. subsidiaries. James River Group oversees the Company’s U.S. insurance operations and maintains all of the outstanding debt in the U.S.​

•	James River Insurance Company (“James River Insurance”) is an Ohio domiciled excess and surplus lines insurance company that, with its wholly-owned insurance subsidiary, James River Casualty Company, is authorized to write business in every state and the District of Columbia.​

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Falls Lake National Insurance Company (“Falls Lake National”) is an Ohio domiciled insurance company which wholly owns Stonewood Insurance Company (“Stonewood Insurance”), a North Carolina domiciled company, Falls Lake General Insurance Company, an Ohio domiciled company, and Falls Lake Fire and Casualty Company, a California domiciled company. Falls Lake National began writing specialty admitted fronting and program business in late 2013. Falls Lake Fire and Casualty Company began operations in 2016.​​

•	JRG Reinsurance Company, Ltd. (“JRG Re”) was formed in 2007 and commenced operations in 2008. JRG Re, a Bermuda domiciled reinsurer, provides non-catastrophe casualty reinsurance to U.S. third parties and to the Company’s U.S.-based insurance subsidiaries.​

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1.	Accounting Policies (continued)

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1.	Accounting Policies (continued)

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1.	Accounting Policies (continued)

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1.	Accounting Policies (continued)

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1.	Accounting Policies (continued)

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1.	Accounting Policies (continued)

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1.	Accounting Policies (continued)

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2.	Investments

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2.	Investments (continued)​

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2.	Investments (continued)​

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2.	Investments (continued)​

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2.	Investments (continued)​

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2.	Investments (continued)​

(a)

The Company’s Corporate and Other segment owns equity interests ranging from 2.6% to 32.8% in various LLCs whose principal objective is capital appreciation and income generation from owning and operating renewable energy production facilities (wind and solar). The LLCs are managed by an affiliate of the Company’s largest shareholder and the Company’s Chairman and Chief Executive Officer has invested in certain of these LLCs. The equity method is used to account for the Company’s LLC investments. Income for the LLCs primarily reflects adjustments to the carrying values of investments in renewable energy projects to their determined fair values. The fair value adjustments are included in revenues for the LLCs. Expenses for the LLCs are not significant and are comprised of administrative and interest expenses. The Company received cash distributions from these investments totaling $5.6 million and $2.4 million for the years ended December 31, 2017 and 2016, respectively.

​(b)

The Company has invested in notes receivable for renewable energy projects. In 2017, the Company invested $7.3 million in a note with an affiliate of the Company's largest shareholder. Interest on the note, which matures in 2021, is fixed at 15%. The Company is committed to investing another $1.5 million in the note and commitment fees of 2.5% are earned on the unfunded commitment. Interest income on the note was $526,000 for the year ended December 31, 2017. In 2016, the outstanding balance of a $6.5 million note was fully repaid. Income prior to repayment of the note was $450,000 for the year ended December 31, 2016. During the year ended December 31, 2015, the Company invested a total of $36.3 million in these notes and received maturities and repayments totaling $30.8 million.

​(c)

The Company owns investments in limited partnerships that invest in concentrated portfolios including publicly-traded small cap equities, loans of middle market private equity sponsored companies, equity tranches of collateralized loan obligations (CLOs), and tranches of distressed home loans. Income from the partnerships is recognized under the equity method of accounting. The Company’s Corporate and Other segment held investments in limited partnerships of $3.0 million and $2.6 million at December 31, 2017 and 2016, and recognized investment income of $394,000 and $455,000 and investment losses of $510,000 for the years ended December 31, 2017, 2016 and 2015, respectively. The Chairman and Chief Executive Officer of the Company is an investor in one limited partnership held by the Corporate and Other segment. The Company’s Excess and Surplus Lines segment holds investments in limited partnerships of $23.4 million and $21.2 million at December 31, 2017 and 2016, respectively. Investment income of $2.2 million and $4.8 million and investment losses of $958,000 were recognized on the investments for the years ended December 31, 2017, 2016, and 2015, respectively. At December 31, 2017, the Company’s Excess and Surplus Lines segment has outstanding commitments to invest another $625,000 in a limited partnership that invests in loans of middle market private equity sponsored companies and another $5.0 million in a limited partnership that invests in tranches of distressed home loans. The Chairman and former Chief Executive Officer of the Company and one of the Company's directors are investors in one limited partnership held by the Excess and Surplus Lines segment.

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2.	Investments (continued)​

(d)

The Company holds $4.5 million of subordinated notes issued by a bank holding company. Interest on the notes, which mature in 2023, is fixed at 7.6% per annum. Interest income on the notes was $343,000 in each of the years ended December 31, 2017, 2016 and 2015. The Company's Chairman and former Chief Executive Officer was previously the Lead Independent Director of the bank holding company and an investor in the bank holding company. Additionally, one of the Company’s directors is a former investor in the bank holding company and is currently a lender to the bank holding company.

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3.	Deferred Policy Acquisition Costs

4.	Goodwill and Intangible Assets​

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4.	Goodwill and Intangible Assets (continued)

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4.	Goodwill and Intangible Assets (continued)

5.	Property and Equipment, Net​

6.	Reserve for Losses and Loss Adjustment Expenses​

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6.	Reserve for Losses and Loss Adjustment Expenses (continued)

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6.	Reserve for Losses and Loss Adjustment Expenses (continued)

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6.	Reserve for Losses and Loss Adjustment Expenses (continued)

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6.	Reserve for Losses and Loss Adjustment Expenses (continued)

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6.	Reserve for Losses and Loss Adjustment Expenses (continued)

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6.	Reserve for Losses and Loss Adjustment Expenses (continued)

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6.	Reserve for Losses and Loss Adjustment Expenses (continued)

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6.	Reserve for Losses and Loss Adjustment Expenses (continued)

7.	Reinsurance

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7.	Reinsurance (continued)

8.	Senior Debt​

•	A $102.5 million secured revolving facility utilized by JRG Re to issue letters of credit for the benefit of third-party reinsureds. At December 31, 2017, the Company had $98.5 million of letters of credit issued under the secured facility.​

•

A $112.5 million unsecured revolving facility to meet the working capital needs of the Company. All unpaid principal on the revolver is due at maturity. Interest accrues quarterly and is payable in arrears at LIBOR plus a margin of 1.5%, which is subject to change according to terms in the credit agreement. At December 31, 2017 and 2016, the Company had a drawn balance of $73.3 million outstanding on the unsecured revolver.​

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8.	Senior Debt (continued)​

•	assume or permit to exist any indebtedness that is secured by any encumbrance on the capital stock of James River Group or any of its subsidiaries which is senior to the Senior Debt; or​

•	issue, sell, transfer or otherwise dispose of any shares of, securities convertible into, or warrants, rights or options to subscribe for or purchase shares of, capital stock of any subsidiary.​

9.	Junior Subordinated Debt​

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9.	Junior Subordinated Debt​ (continued)

10.	Capital Stock​

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10.	Capital Stock​ (continued)

11.	Equity Awards​

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11.	Equity Awards (continued)

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11.	Equity Awards (continued)

12.	Income Taxes​

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12.	Income Taxes​ (continued)

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12.	Income Taxes (continued)

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13.	Other Operating Expenses and Other Expenses​

14.	Employee Benefits​

15.	Commitments and Contingent Liabilities​

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15.	Commitments and Contingent Liabilities (continued)

16.	Other Comprehensive Income (Loss)

17.	Segment Information​

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17.	Segment Information (continued)

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17.	Segment Information (continued)​

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17.	Segment Information (continued)​

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17.	Segment Information (continued)

18.	Fair Value Measurements

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18.	Fair Value Measurements (continued)

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18.	Fair Value Measurements (continued)

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18.	Fair Value Measurements (continued)

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18.	Fair Value Measurements (continued)

19.	Statutory Matters​

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19.	Statutory Matters (continued)​

20.	Dividend Restrictions​

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21.	Other Related Party Transactions​

22.	Subsequent Events

23.	Unaudited Selected Quarterly Financial Data

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23.	Unaudited Selected Quarterly Financial Data (continued)

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(1)	Differences between the amounts in this column and the amounts in the consolidated balance sheet are due to this schedule excluding investments in related parties.​

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1.	Accounting Policies

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i.

the purchase or other acquisition (other than from the Company), in a single transaction or series of related transactions, by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Exchange Act (excluding, for this purpose, the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 50% or more of either the then-outstanding Shares or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors;

ii.

consummation of a reorganization, merger, amalgamation or consolidation involving the Company, in each case with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, amalgamation or consolidation do not, immediately thereafter, own more than 50% of, respectively, the Shares and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, amalgamated or consolidated corporation’s then-outstanding voting securities; or

iii.	a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company; provided, however, an event described above shall be considered a Change in Control

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i.

The acquisition, directly or indirectly, by any person, entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) (other than the Company, any Subsidiary, any D.E. Shaw Investor or any affiliate thereof, an employee benefit plan maintained by the Company Group, or a Person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) of 40 percent or more of the total combined voting power of the Company Group’s then-outstanding voting securities;

ii.

the merger, consolidation, recapitalization, stock purchase or other similar transaction involving the Company, as a result of which person who were shareholders of the Company Group immediately prior to such transaction and the Investors do not, immediately thereafter, own, directly or indirectly, more than 40 percent of the combined voting power entitled to vote generally in the election of directors of the Company (or any merged, consolidated, or surviving company);

iii.

the liquidation or dissolution of the Company, other than a liquidation or dissolution (i) of the Company into a Subsidiary, (ii) for the purposes of effective a corporate restructuring or reorganization, or (iii) as a result of which persons who were shareholders of the Company Group immediately prior to such liquidation or dissolution, own, directly or indirectly, more than 40 percent of the combined voting power entitled to vote generally in the election of directors of the entity that owns, directly or indirectly, substantially all of the assets of the Company Group following such liquidation or dissolution; or

iv.

the sale, transfer or other disposition of all or substantially all of the assets of the Company Group to one or more persons or entities that are not, immediately prior to such sale, transfer or other disposition of all or substantially all of the assets, affiliates of the Company, or any employee benefit plan of the Company Group (other than by way of a transaction that would not be deemed a Change in Control pursuant to clauses (i) or (ii) above); in each case, provided that such event constitutes a “change in control” within the meaning of Section 409A.

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i.

the purchase or other acquisition (other than from the Company), in a single transaction or series of related transactions, by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Exchange Act (excluding, for this purpose, the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 50% or more of either the then-outstanding Shares or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors;

ii.

consummation of a reorganization, merger, amalgamation or consolidation involving the Company, in each case with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, amalgamation or consolidation do not, immediately thereafter, own more than 50% of, respectively, the Shares and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, amalgamated or consolidated corporation’s then-outstanding voting securities; or

iii.

a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company; provided, however, an event described above shall be considered a Change in Control hereunder only if it also constitutes a “change in control event” under Section 409A of the Code, to the extent necessary to avoid the adverse tax consequences thereunder with respect to any payment subject to Section 409A of the Code.

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1.	I have reviewed this annual report on Form 10-K of James River Group Holdings, Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of James River Group Holdings, Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.