Arch Capital Group (ACGL) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A138 rewritten73 added132 removed392 unchanged
All filing items1,914 rewritten1,457 added1,238 removed4,606 unchanged
Summary
counted, not written
- Item 1A lists 41 risk factor headings: 1 new, 11 reworded and 29 unchanged since FY2022. 11 headings from FY2022 no longer appear.
- Sentence by sentence, 1,457 added, 1,238 removed, 1,914 rewritten and 4,606 unchanged across 21 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (1)
- Our information technology systems and our pace of adoption of new technologies, such as AI, may not be adequate to meet the demands of our customers or impact negatively our ability to compete with our peers.AI
Removed Item 1A headings (11)
- The impact of the COVID-19 pandemic, the shift to a COVID-19 endemic approach and related risks could materially affect our results of operations, financial position and/or liquidity.
- Governmental, regulatory and rating actions in response to the COVID-19 pandemic have impacted us, and the continuation or reinstatement of such actions may adversely affect our financial performance.
- Our information technology systems may be unable to meet the demands of customers and our workforce.
- Uncertainty relating to the determination of LIBOR and the phasing out and replacement of LIBOR with alternative benchmark rates may adversely impact us.
- We and our non-U.S. subsidiaries may become subject to U.S. federal income taxation and/or the U.S. federal income tax liabilities of our U.S. subsidiaries may increase, including as a result of changes in tax law.
- Proposed Treasury Regulations issued on January 24, 2022, if finalized in their current form, could (on prospective basis) cause our U.S. shareholders (including tax-exempt U.S. shareholders) to be subject to current U.S. federal income tax on the portion of our earnings attributable to certain intercompany reinsurance income (whether or not such income is distributed).
- We may become subject to taxes in Bermuda after March 31, 2035, which may have a material adverse effect on our results of operations.
- The impact of Bermuda's letter of commitment to the OECD to eliminate harmful tax practices is uncertain and could adversely affect our tax status in Bermuda
- Legislation enacted in Bermuda as to Economic Substance may affect our operations.
- We may become subject to increased taxation in Bermuda and other countries as a result of the OECD's plan on “Base erosion and profit shifting.”
- Application of the EU Anti-Tax Avoidance Directives
Reworded Item 1A headings (11)
- We are subject to ongoing legal and policy actions around climate change which may result in
[removed: implications or]additional requirements which could prompt us to shift our risk selection and business strategy in ways which may adversely impact our results of operations. - The Russian invasion of Ukraine
[removed: has created global instability]and[removed: also resulted in]the [added: resulting] imposition of sanctions by the U.S., U.K. and EU on Russia and Russia-related[removed: businesses.][added: businesses created global instability.] - As we continue to incorporate climate change [added: and other ESG factors] in our business strategy, we cannot be certain that shareholders, investors and other influential environmental [added: and social-focused] groups will agree with our approach, which may adversely impact our ability to raise funds in the capital markets, our share price and our results of operations.
- We could face unanticipated losses from
[removed: war,][added: increased geopolitical tensions, hostilities,war,] terrorism, cyber attacks,[removed: pandemics]and [added: general] political instability, and these or other unanticipated losses could have a material adverse effect on our financial condition and results of operations. - Emerging claim and coverage
[removed: issues, including]issues[removed: relating to the COVID-19 pandemic,]may adversely affect our business. - Technology failures and cyber attacks, including, but not limited to, ransomware, exploitation in software or code with malicious intent, state-sponsored cyber attacks, [added: as well as vulnerabilities relating to new technologies, such as generative AI,] may impact us or our business partners and service providers, causing a disruption in service and operations which
[removed: would][added: could materially and] negatively impact our business and/or expose us to litigation. [removed: A][added: Changes in criteria used by rating agencies which may result in a] downgrade in our[removed: ratings or][added: ratings,] our inability to obtain a rating [added: or a change in capital application or requirements] for our operating insurance and reinsurance subsidiaries may adversely affect our relationships with clients and brokers and negatively impact sales of our products.- Our ability to execute
[removed: successfully]our business[removed: strategy,][added: strategy successfully,] continue to grow and innovate and offer our employees a dynamic and supportive workplace depends on the recruitment, retention and promotion of talented, agile, diverse and resilient employees at all levels of our organization. - The ultimate performance of
[removed: the Arch MI U.S.][added: our] mortgage insurance[removed: portfolio][added: portfolios] remains uncertain. - Changes to the role of the GSEs in the U.S. housing market or to GSE eligibility requirements for mortgage insurers [added: or to the GSEs’ use of CRT] could negatively impact our results of operations and financial
[removed: condition,][added: condition] or reduce our operating flexibility. - The implementation of the Basel III Capital Accord and FHFA’s Enterprise [added: Regulator] Capital
[removed: Rule][added: Framework] may adversely affect the use of mortgage insurance and CRT opportunities.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
138 rewritten, 73 added, 132 removed, 392 unchanged
- We are subject to ongoing legal and policy actions around climate change which may result in [removed: implications or] additional requirements that could prompt us to shift our risk selection and business strategy in ways which may adversely impact our results of operations.
- The Russian invasion of Ukraine [removed: has created global instability] and [removed: also resulted in] the [added: resulting] imposition of sanctions by the U.S., U.K. and EU on Russia and Russia-related [removed: businesses.][added: businesses created global instability.]
- As we continue to incorporate climate change [added: and other ESG factors] in our business strategy, we cannot be certain that shareholders, investors and other influential environmental [added: and social-focused] groups will agree with our approach, which may adversely impact our ability to raise funds in the capital markets, our share price and our results of operations.
- We could face unanticipated losses from [added: increased geopolitical tensions, hostilities,] war, terrorism, cyber [removed: attacks, pandemics] [added: attacks] and [added: general] political instability, and these or other unanticipated losses could have a material adverse effect on our financial condition and results of operations.
- The availability of reinsurance, retrocessional coverage and capital market transactions to limit our exposure to risks may be limited, and counterparty credit and other risks associated with our reinsurance arrangements may result in losses which could adversely affect our financial condition [added: and results of operations.]
| ARCH CAPITAL | | | [removed: 37] [added: 40] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
- Emerging claim and coverage [removed: issues, including] issues [removed: relating to the COVID-19 pandemic,] may adversely affect our business.
- Technology failures and cyber attacks, including, but not limited to, ransomware, exploitation in software or code with malicious intent, state-sponsored cyber attacks, [added: as well as vulnerabilities relating to new technologies, such as generative AI,] may impact us or our business partners and service providers, causing a disruption in service and operations which [removed: would] [added: could materially and] negatively impact our business and/or expose us to litigation.
- [removed: A] [added: Changes in criteria used by rating agencies which may result in a] downgrade in our [removed: ratings or] [added: ratings,] our inability to obtain a rating [added: or a change in capital allocation or requirements] for our operating insurance and reinsurance subsidiaries may adversely affect our relationships with clients and brokers and negatively impact sales of our products.
- Our ability to execute [removed: successfully] our business [removed: strategy,] [added: strategy successfully,] continue to grow and innovate and offer our employees a dynamic and supportive workplace depends on the recruitment, retention and promotion of talented, agile, diverse and resilient employees at all levels of our organization.
- Disruption to the financial markets and weak economic conditions resulting from situations such as post pandemic imbalances, inflation and geopolitical conflict may [removed: adversely and materially impact our investments, financial condition and results of operation.]
- The ultimate performance of [removed: the Arch MI U.S.] [added: our] mortgage insurance [removed: portfolio] [added: portfolios] remains uncertain.
- Changes to the role of the GSEs in the U.S. housing market or to GSE eligibility requirements for mortgage insurers [added: or to the GSEs’ use of CRT] could negatively impact our results of operations and financial condition or reduce our operating flexibility.
- The implementation of the Basel III Capital Accord and FHFA’s Enterprise [added: Regulator] Capital [removed: Rule] [added: Framework] may adversely affect the use of mortgage insurance and CRT opportunities.
| ARCH CAPITAL | | | [removed: 38] [added: 41] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
- We [removed: may] [added: expect to] become subject to increased taxation in Bermuda [added: as a result of the recently adopted Bermuda CIT Act,] and [added: may become subject to increased taxation in] other countries as a result of the [added: implementation of the] OECD's plan on “Base [removed: erosion] [added: Erosion] and [removed: profit shifting.”][added: Profit Shifting.”]
See [removed: [“Competition”](#i00be03d4520d45dcbeeb6c59c24a8334_37)] [added: [“Competition”](#ib89e004b6a054ea2a766671057f9304f_37)] in Item 1 for details on our competitors in each of the major segments we operate in.
We also compete on the basis of product offerings and other factors, such as our approach to [removed: ESG,] [added: ESG] and [added: our use of technologies, and] customers may be drawn to our competitors based on these factors.
| ARCH CAPITAL | | | [removed: 39] [added: 42] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
The potential also exists, after a catastrophe loss or pandemic events like COVID-19, [added: or geopolitical tensions and hostilities] for the development of inflationary pressures in a local [added: or regional] economy.
[removed: In addition, there are different types of] inflation relevant to certain lines of business, the impact of which is difficult to accurately assess at this time.
[added: In addition to] the nature of the property business, we believe that economic and geographic trends affecting insured property, including inflation, property value appreciation and geographic concentration tend to generally increase the size of losses from catastrophic events over time.
Actual losses from future catastrophic events [removed: may vary] [added: have varied] materially from estimates due to the inherent uncertainties in making such determinations resulting from several factors, including the potential inaccuracies and inadequacies in the data provided by clients, brokers and ceding companies, the modeling techniques and the application of such techniques, the contingent nature of business interruption exposures, the effects of any resultant demand surge on claims activity and attendant coverage issues.
| ARCH CAPITAL | | | [removed: 40] [added: 43] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
Although the loss experience of catastrophe insurers and reinsurers has historically been characterized as low frequency, climate change has impacted the frequency and severity of extreme weather events and natural catastrophes such as hurricanes, tornado activity, other windstorms, [removed: floods and] [added: floods,] wildfires [added: and droughts] in recent years and may continue to increase in the future.
[removed: Additionally, catastrophic] [added: Catastrophic] events could result in increased credit exposure to reinsurers and other counterparties we transact business with, declines in the value of investments we hold and significant disruptions to our physical infrastructure, systems and operations.
These risks are not limited to, but can include: (i) changes in supply/demand characteristics for fossil fuels (*e.g.*, coal, oil, natural gas); (ii) advances in low-carbon technology and renewable energy development; and (iii) effects of extreme weather events on the physical and operational exposure of industries and issuers, and the [removed: transition that these companies make towards addressing climate risk in their own businesses.]
We attempt to manage our exposure to these risks relating to climate change through the use of underwriting controls, [added: proprietary and third party risk models, and the purchase of third party reinsurance.]
See [removed: [“Regulation”](#i00be03d4520d45dcbeeb6c59c24a8334_43)] [added: [“Regulation”](#ib89e004b6a054ea2a766671057f9304f_43)] in Item 1.
*We are subject to ongoing legal and policy actions around climate change which may result in [removed: implications or] additional requirements which could prompt us to shift our risk selection and business strategy in ways which may adversely impact our results of operations.*
We are subject to some of these changing laws, regulations and public policy debates, which are difficult to [added: predict and quantify and may have an adverse impact on our business.]
| ARCH CAPITAL | | | [removed: 41] [added: 44] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
*The Russian invasion of Ukraine [removed: has created global instability] and [removed: also resulted in] the [added: resulting] imposition of sanctions by the U.S., U.K. and EU on Russia and Russia-related [removed: businesses.*][added: businesses created global instability.*]
In response to this aggression, the governments of the U.S., U.K., EU and other countries [removed: have] implemented several sanctions programs relating to, among other things, the import and transportation of Russian oil and gas and other goods originating in Russia.
Certain lines of business we write have been impacted by the sanctions, such as the marine and energy lines of business, although the extent of [removed: the impact will depend on the outcome of the war in Ukraine and the nature of future sanctions packages.]
Our policyholders and customers are located primarily in countries and regions, such as the U.S., [removed: U.K.] [added: U.K., EU] and [removed: EU,] [added: Australia] where there are regulatory, policy, legal and technological changes resulting from actions relating to climate change.
[added: In some] cases, those policyholders and customers may not be able to shift their business strategies or adjust adequately to these changes, and their businesses may be negatively impacted or, in some cases, cease to exist.
As a [removed: result,] [added: result of these factors,] our results of operations may be impacted by the loss of those customers or a shift in their patterns or levels of insurance coverage in ways we cannot predict.
*As we continue to incorporate climate change [added: and other ESG factors] in our business strategy, we cannot be certain that shareholders, investors and other influential environmental [added: and social-focused] groups will agree with our approach, which may adversely impact our ability to raise funds in the capital markets, our share price and our results of operations.*
[removed: Our leadership and Board are actively engaged in understanding the ever-changing ESG landscape and assessing our business operations to ensure that our business strategy reflects our values,] [added: We believe] that our success depends on our commitment to a diverse workforce, an informed and active dialogue about ESG issues with our customers and shareholders and the strength of our ERM framework.
adversely and materially impact our investments, financial condition and results of operation.
While general economic inflation has eased in recent quarters, higher inflationary conditions may continue to remain in place.
In addition, there are different types of
All of the catastrophe modeling tools that we use or rely on to evaluate our catastrophe exposures are therefore based on significant assumptions and judgments and are subject to
error and misestimation.
As a result, our estimated exposures could be materially different than our actual results.
Increasing catastrophic events could increase the cost of homeowners insurance and could negatively impact mortgagees’ ability to meet their monthly housing payment obligations, and by extension could increase the frequency of claims.
transition that these companies make towards addressing climate risk in their own businesses.
Sanctions imposed also target entities, individuals and financial institutions which support Russia’s military and defense systems.
the impact will depend on the outcome of the war in Ukraine and the nature of future sanctions packages.
Climate change on a global and regional level may impact businesses on a temporary or permanent basis, resulting in shifting needs for our products and services in ways we cannot predict.
More stringent regulations and other requirements imposed on our policyholders may negatively impact their ability to conduct business.
ESG also includes social factors, such as how we manage our suppliers, the way we interact with our employees and communities and our diversity and inclusion efforts.
Our leadership and Board are actively engaged in understanding the ever-changing ESG landscape and assessing our business operations to ensure that our business strategy reflects our values.
dissatisfaction.
In addition, we cannot predict how legal challenges to diversity and inclusion recruitment programs may impact our efforts in this area.
adverse effect on our financial condition or our results of operations, possibly to the extent of eliminating our shareholders’ equity.
The availability and cost of excess of loss reinsurance sold into the capital markets is subject to investor appetite and market conditions when compared to the terms and yield opportunities of other similar investment opportunities.
Our losses for a given event or occurrence may increase if our reinsurers or retrocessionaires dispute or fail
and into 2023.
We continue to monitor the impact of COVID-19 on our claims process in the U.S and U.K. in particular, although we do not expect the impact to be significant.
obligations to us.
We are dependent on our information technology systems to conduct our business.
We continuously evaluate the security and adequacy of our information technology systems in order to ensure that we are utilizing the most appropriate technologies.
With new technologies, such as AI, emerging at a rapid pace, there is no assurance that we will be able to evaluate and integrate new technologies or update our existing systems.
While we and third parties with which we do business have experienced cybersecurity incidents, to date, the Company does not believe that any previous cybersecurity incidents have materially affected the Company.
The sophistication of cybersecurity threats, including through the use of AI, continues to increase, and the controls and preventative actions that we take to reduce the risk of cybersecurity incidents and protect these systems, including the regular testing of our cybersecurity incident response plan, may be insufficient.
Although our use of generative AI in business tools is limited and we continue to evaluate how to integrate this new technology into our business operations, recent developments in AI, including generative AI, may accelerate or exacerbate potential risks related to technological developments, and we cannot predict how such risks may impact our strategy, productivity, market competition and growth.
There is no assurance that we will not be materially adversely affected by, or that the security measures we take will shield us from, data breaches or cyber attacks on us or on the third parties we rely on for critical business functions.
See Item 1C, “[Cybersecurity](#ib89e004b6a054ea2a766671057f9304f_2298)” for additional information.
We are subject to many laws and regulations relating to the adequacy of cybersecurity programs and business resiliency, including industry specific requirements under federal and state law, the new SEC Cybersecurity Rules, and comprehensive privacy or security laws in the EU, U.K. and some U.S. states like New York and California.
Some of the reinsurance agreements assumed by our reinsurance operations include provisions that a ratings downgrade or other specified triggering event with respect to
Changes in in the criteria used by rating agencies may impact our capital position, our capital requirements and the treatment of certain items on our balance sheet.
The success of our business depends on attracting and retaining a capable and talented workforce.
for part of the work week.
In 2023, we launched our talent acquisitions shared services team for our North American entities.
This structure enables us to better deploy internal and external candidates across the organization while providing a cohesive candidate experience.
As the model matures and scales, we expect to see improvements in time to hire metrics.
business.
Our U.K. domiciled entities and our Lloyd’s Syndicates may no longer “passport” within the EU.
- The impacts of the COVID-19 pandemic, the shift to a COVID-19 endemic approach and related risks could materially affect our results of operations, financial position and/or liquidity.
- Governmental, regulatory and rating actions in response to the COVID-19 pandemic have impacted us, and the continuation or reinstatement of such actions may adversely affect our financial performance.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
and results of operations.
- Uncertainty relating to the determination of the London Interbank Offered Rate (“LIBOR”) and the phasing out and replacement of LIBOR with alternative benchmark rates may adversely impact us.
- We may become subject to taxes in Bermuda after March 31, 2035, which may have a material adverse effect on our results of operations.
- The impact of Bermuda's letter of commitment to the OECD to eliminate harmful tax practices is uncertain and could adversely affect our tax status in Bermuda.
General economic inflation has increased in recent quarters and may continue to remain at elevated levels for an extended period of time.
In addition to
*The impact of the COVID-19 pandemic, the shift to a COVID-19 endemic approach and related risks could materially affect our results of operations, financial position and/or liquidity.*
The COVID-19 pandemic resulted in a global slowdown of economic activity and disruption of normal business travel and working habits.
While we are shifting to a COVID-19 endemic approach, there is still uncertainty about the impact of COVID-19 variants in the long-term.
The COVID-19 pandemic impacted our results of operations and a reversion to the COVID-19 restrictions could have a significant effect on our future business, results of operations and financial performance.
We may experience higher levels of loss and claims activity in certain lines of business, and our premiums written and earned could also be adversely affected by a suppression of global commercial activity that results in a reduction in insurable assets and other exposure.
The pandemic initially resulted in a sharp contraction in the global economy, tightening liquidity and increasing volatility and uncertainty in the capital markets.
Coincident global mitigation responses stabilized markets and stimulated economic recovery.
During the second quarter of 2020, pandemic-driven dislocations had a negative effect on the performance of our investment portfolio, after which valuations recovered.
Continued macroeconomic volatility may persist affecting our businesses and related market opportunities.
Certain lines of our business may require additional forms of collateral in the event of a decline in the fair value of securities and benchmarks to which those repayment mechanisms are linked.
The impact of an ongoing pandemic on the financial markets may also adversely affect our ability to fund through public or private equity offerings, debt financings, and through other means at acceptable terms.
The effects of climate change could also lead to increased credit risk of other counterparties we transact business with, including reinsurers.
proprietary and third-party risk models, and the purchase of third-party reinsurance.
predict and quantify and may have an adverse impact on our business.
In some
*Governmental, regulatory and rating actions in response to the COVID-19 pandemic have impacted us, and the continuation or reinstatement of such actions may adversely affect our financial performance.*
Actions of the federal, state and local government in the U.S. and other countries where we do business, to address and mitigate the impact of COVID-19 impacted us.
While many of those actions have expired, been repealed or removed, it is difficult to predict whether such legislative bodies may choose to reintroduce legislation relating to the pandemic or continue to update existing regulations.
For example, we are potentially subject to legislative and/or regulatory action that seeks to retroactively mandate coverage for losses which our insurance policies were not designed or priced to cover.
There is proposed legislation in some states to require insurers to cover business interruption claims retroactively irrespective of terms, exclusions or other conditions included in the policies that would otherwise preclude coverage.
Some proposed bills would require policies providing business
interruption coverage to cover losses prospectively for pandemic-related losses.
Insurance regulators in some states will not approve policy exclusions for losses from COVID-19, viruses or pandemics.
In addition, a number of states have instituted, and other states are considering instituting, changes designed to effectively expand workers' compensation coverage by creating presumptions of compensability of claims for certain types of workers.
Regulatory restrictions or requirements could also impact pricing, risk selection and our rights and obligations with respect to our policies and insureds, including our ability to cancel policies, our ability to increase rates or our right to collect premiums.
Some state regulators have issued orders to review insurers’ rates and prevent rate increases, and regulators in other states could take similar actions.
It is also possible that changes in economic conditions and steps taken by federal, state and local governments in response to COVID-19 could require an increase in taxes at the federal, state and local levels, which would adversely impact our results of operations.
Mortgage defaults related to the pandemic, if not cured, could remain in our defaulted loan inventory for a protracted period of time including due to forbearance programs and foreclosure moratoria, potentially resulting in higher frequency (claim rate) and severity (amount of the claim) for those loans that ultimately result in a claim.
Accordingly, extended or extensive forbearance programs, foreclosure moratoria and other changes in regulations or laws may adversely impact our mortgage insurance operations.
In addition, the rating agencies continually review the financial strength ratings assigned to the Company and its subsidiaries, and the ratings are subject to change.
An excerpt. Shown here: 40 of 138 rewritten, 40 of 73 added and 40 of 132 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
467 rewritten, 272 added, 253 removed, 907 unchanged
The following is a discussion and analysis of the financial condition and results of operations for the year ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
Comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] have been omitted from this Form 10-K, but may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K year ended December 31, [removed: 2021] [added: 2022] filed with the SEC.
Important factors that could cause actual events or results to differ materially from those indicated in such statements are discussed in this report, including the sections entitled “[Cautionary Note Regarding Forward-Looking [removed: Statements](#i00be03d4520d45dcbeeb6c59c24a8334_13),”] [added: Statements](#ib89e004b6a054ea2a766671057f9304f_13),”] and “[Risk [removed: Factors](#i00be03d4520d45dcbeeb6c59c24a8334_49).”][added: Factors](#ib89e004b6a054ea2a766671057f9304f_49).”]
This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto presented under [Item [removed: 8](#i00be03d4520d45dcbeeb6c59c24a8334_121).][added: 8](#ib89e004b6a054ea2a766671057f9304f_142).]
[removed: Tabular] [added: All] amounts are in [removed: U.S. Dollars in thousands,] [added: millions,] except [added: per] share amounts, unless otherwise noted.
| Current Outlook | | | | | | | | | [removed: [62](#i00be03d4520d45dcbeeb6c59c24a8334_2235)] [added: [65](#ib89e004b6a054ea2a766671057f9304f_91)] | | |
| Financial Measures | | | | | | | | | [removed: [63](#i00be03d4520d45dcbeeb6c59c24a8334_2241)] [added: [66](#ib89e004b6a054ea2a766671057f9304f_94)] | | |
| Comments on Non-GAAP Measures | | | | | | | | | [removed: [64](#i00be03d4520d45dcbeeb6c59c24a8334_2247)] [added: [67](#ib89e004b6a054ea2a766671057f9304f_97)] | | |
| Results of Operations | | | | | | | | | [removed: [66](#i00be03d4520d45dcbeeb6c59c24a8334_91)] [added: [69](#ib89e004b6a054ea2a766671057f9304f_100)] | | |
| Summary of Critical Accounting Estimates | | | | | | | | | [removed: [72](#i00be03d4520d45dcbeeb6c59c24a8334_94)] [added: [75](#ib89e004b6a054ea2a766671057f9304f_115)] | | |
| Financial Condition | | | | | | | | | [removed: [80](#i00be03d4520d45dcbeeb6c59c24a8334_97)] [added: [83](#ib89e004b6a054ea2a766671057f9304f_118)] | | |
| Contractual Obligations and Commitments | | | | | | | | | [removed: [88](#i00be03d4520d45dcbeeb6c59c24a8334_106)] [added: [90](#ib89e004b6a054ea2a766671057f9304f_127)] | | |
| Catastrophic Events and Severe Economic Events | | | | | | | | | [removed: [89](#i00be03d4520d45dcbeeb6c59c24a8334_112)] [added: [91](#ib89e004b6a054ea2a766671057f9304f_133)] | | |
| Market Sensitive Instruments and Risk Management | | | | | | | | | [removed: [91](#i00be03d4520d45dcbeeb6c59c24a8334_115)] [added: [93](#ib89e004b6a054ea2a766671057f9304f_136)] | | |
| ARCH CAPITAL | | | [removed: 61] [added: 64] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
Arch Capital Group Ltd. (“Arch Capital” and, together with its subsidiaries, “we” or “us”) is a publicly listed Bermuda exempted company with approximately [removed: $15.6] [added: $21.1] billion in capital at December 31, [removed: 2022] [added: 2023] and is part of the S&P 500 index.
It is our belief that our underwriting platform, [removed: our] experienced management team and [removed: our] strong capital base [removed: have enabled] [added: enable] us to establish a strong presence in the [removed: insurance and reinsurance markets.][added: markets where we operate.]
Mortgage insurance and reinsurance [removed: is] [added: are] subject to similar cycles to property casualty except that they have historically been more dependent on macroeconomic conditions.
As we [added: conclude another record year and] head into [removed: 2023,] [added: 2024,] our objective remains the same, to deliver long term value for our shareholders.
| ARCH CAPITAL | | | [removed: 62] [added: 65] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
We believe that this discipline, coupled with increases in future investment returns and prudent reserving, [removed: helps] [added: allows] us [removed: somewhat mitigate inflation’s impact.][added: to maximize the capabilities of our diversified platform.]
Book value per share was [removed: $32.62] [added: $46.94] at December 31, [removed: 2022,] [added: 2023,] a [removed: 2.8% decrease] [added: 43.9% increase] from [removed: $33.56] [added: $32.62] at December 31, [removed: 2021.][added: 2022.]
[removed: After-tax] [added: This presentation includes the use of after-tax] operating income available to Arch common shareholders, [removed: a “non-GAAP measure” as] [added: which is] defined [removed: in the SEC rules, represents] [added: as] net income available to Arch common shareholders, excluding net realized gains or losses (which includes changes in the allowance for credit losses on financial assets and net impairment losses recognized in earnings), equity in net income or loss of investments accounted for using the equity method, net foreign exchange [removed: gains or losses, transaction costs and other, loss on redemption of preferred shares and income taxes.]
Our annualized net income return on average common equity was [removed: 11.6%] [added: 29.7%] for [removed: 2022,] [added: 2023,] compared to [removed: 16.7%] [added: 11.6%] for [removed: 2021, with the lower return in 2022 primarily resulting from net realized losses and a lower level of income from equity method investments.][added: 2022.]
Our Operating ROAE was [removed: 14.8%] [added: 21.6%] for [removed: 2022,] [added: 2023,] compared to [removed: 11.5%] [added: 14.8%] for [removed: 2021,] [added: 2022,] with the higher return in [removed: 2022] [added: 2023] primarily resulting from [removed: strong] [added: improved] underwriting [removed: performance] [added: results] and growth in net investment [removed: income, reflecting higher yields available on fixed income securities.][added: income.]
| ARCH CAPITAL | | | [removed: 63] [added: 66] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
See [“Comment on Non-GAAP Financial [removed: Measures.”](#i00be03d4520d45dcbeeb6c59c24a8334_2247)][added: Measures.”](#ib89e004b6a054ea2a766671057f9304f_97)]
(1) Our investment expenses were approximately [removed: 0.28%] [added: 0.26%] and [removed: 0.32%,] [added: 0.28%,] respectively, of average invested assets in [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
At December 31, [removed: 2022,] [added: 2023,] the benchmark return index had an average credit quality of [removed: “Aa3”] [added: “A1”] by Moody’s, an estimated duration of [removed: 3.16] [added: 2.64] years.
| ICE [removed: BofAML 1-5] [added: BofA 1-10] Year [removed: US] [added: U.S.] Treasury Index | | | [removed: 12.00] [added: 15.75] | | |
| JPM CLOIE Investment Grade | | | [removed: 5.00] [added: 4.50] | | |
| ICE [removed: BofAML] [added: BofA] 1-5 Year [removed: UK] [added: U.K.] Gilt Index | | | [removed: 4.25] [added: 5.50] | | |
| ICE [removed: BofAML US] [added: BofA U.S.] Mortgage Backed Securities Index | | | [removed: 4.00] [added: 1.50] | | |
| ICE [removed: BofAML] [added: BofA] German Government [removed: 1-10] [added: 1-5] Year Index | | | [removed: 4.00] [added: 2.80] | | |
| [removed: MSCI ACWI Net] [added: S&P 500] Total Return [removed: USD] Index | | | 4.00 | | |
| ICE [removed: BofAML] [added: BofA] 0-3 Month [removed: US] [added: U.S.] Treasury [removed: Bill] Index | | | 3.00 | | |
| ICE [removed: BofAML] [added: BofA] 1-5 Year [removed: Canada] [added: Australia] Government Index | | | 2.50 | | |
| ICE [removed: BofAML 1-5 Year Australia] [added: BofA German] Government [added: 5-7 Year] Index | | | [removed: 2.50] [added: 1.20] | | |
| ICE [removed: BofAML US] [added: BofA U.S.] High Yield Constrained Index | | | [removed: 2.50] [added: 8.00] | | |
| ICE [removed: BofAML 15+] [added: BofA 1-5] Year Canada Government Index | | | [removed: 0.50] [added: 2.70] | | |
| Overview | | | | | | | | | [65](#ib89e004b6a054ea2a766671057f9304f_88) | | |
| | | | Insurance Segment | | | | | | [69](#ib89e004b6a054ea2a766671057f9304f_103) | | |
| | | | Reinsurance Segment | | | | | | [71](#ib89e004b6a054ea2a766671057f9304f_106) | | |
| | | | Mortgage Segment | | | | | | [72](#ib89e004b6a054ea2a766671057f9304f_109) | | |
| | | | Corporate Segment | | | | | | [73](#ib89e004b6a054ea2a766671057f9304f_112) | | |
| Liquidity | | | | | | | | | [85](#ib89e004b6a054ea2a766671057f9304f_121) | | |
| Capital Resources | | | | | | | | | [87](#ib89e004b6a054ea2a766671057f9304f_124) | | |
| Ratings | | | | | | | | | [91](#ib89e004b6a054ea2a766671057f9304f_130) | | |
With our commitment to underwriting acumen, prudent reserving and cycle-focused capital allocation, we were able to deliver another profitable year.
Our full year financial performance was excellent, with an annualized net income and operating returns on average common equity of 29.7% and 21.6%, respectively.
We continue to execute our cycle management strategy by actively allocating capital to the segments with the best risk adjusted returns.
Growth was strong all year in our property and casualty segments which wrote over $17 billion of gross premium written and over $12.4 billion of net premium written, and, while most current growth opportunities are in the property and casualty sector, it is important to recognize the steady and quality underwriting performance of our mortgage group.
Although mortgage market conditions meant fewer opportunities for top line growth, the mortgage segment continued to generate significant profits totaling nearly $1.1 billion of underwriting income for the year.
At Arch, our primary focus has always been on rate adequacy, regardless of market conditions.
Our underwriting culture dictates that we include a meaningful margin of safety in our pricing, especially in softer conditions and take a longer term view of inflation and rates.
As underwriting opportunities arise, our reinsurance segment is able to react quickly and significantly when markets pivot.
In the reinsurance property market, our overall exposure to property catastrophe risk remains well below our self imposed threshold (see [“Catastrophic and Severe Economic](#ib89e004b6a054ea2a766671057f9304f_133) [](#ib89e004b6a054ea2a766671057f9304f_133)[Events”](#ib89e004b6a054ea2a766671057f9304f_133)) and, because of our diversified portfolio and broad set of opportunities, we retain the flexibility to pursue the most attractive returns across lines and geographies.
The hard market conditions remained elevated in several lines during the January 1, 2024 renewal cycle.
In our insurance segment, we continue to take advantage of favorable global market conditions with net premiums written up 17% in 2023.
Although pricing has declined in some lines, such as large public directors and officers liability insurance, the markets in which our insurance segment operates generally continue to provide adequate returns.
In 2023, the most notable gains came in property, marine, construction and national accounts.
Our mortgage segment continues to deliver a steady level of earnings for our shareholders.
Higher persistency of our in force U.S. primary mortgage insurance portfolio helped offset the significant industry wide reduction in mortgage originations in 2023.
The credit profile of our U.S. primary mortgage insurance portfolio remains excellent and the overall mortgage market continues to be disciplined and return focused.
We continue to see meaningful opportunities for the mortgage segment outside of the U.S. and our strategic decision to diversify our mortgage operations is yielding positive results.
The increase in book value per share in 2023 reflected strong underwriting and investment results and also reflected the establishment of a net deferred income tax asset of $1.18 billion, or $3.16 per share, related to the enactment of Bermuda’s new corporate income tax.
After-tax operating income available to Arch common shareholders, a “non-GAAP measure” as defined in the SEC rules, represents net income available to Arch common shareholders, excluding net realized gains or losses
See [“Comment on Non-GAAP Financial Measures.”](#ib89e004b6a054ea2a766671057f9304f_97)
| Year Ended December 31, 2023 | | | 7.57 | | % | | | | 8.28 | | % |
Total return for 2023 reflected strong returns in fixed income, equity and alternative strategies.
Actual performance trailed the benchmark return for the year, largely due to the portfolio being underweight risk assets compared to the benchmark.
We continue to maintain a relatively short duration on our portfolio of 2.91 years at December 31, 2023.
| ICE BofA 1-10 Year U.S. Corporate Index | | | 28.50 | | |
| Yield on 3-5 Year U.S. Treasury Index plus 6% | | | 16.50 | | |
| ICE BofA U.S. ABS & CMBS Index | | | 3.00 | | |
| ICE BofA 15+ Year Canada Government Index | | | 0.30 | | |
| Total | | | 100.00 | | % |
gains or losses, transaction costs and other, net of income taxes (which for the 2023 fourth quarter includes a one-time deferred income tax benefit related to the enactment of Bermuda’s new corporate income tax), and the use of annualized operating return on average common equity.
In the 2023 fourth quarter, the Company established a net deferred income tax asset, resulting in a benefit of $1.18 billion, consistent with the transition provisions specified in the Bermuda CIT Act.
Due to the non-recurring nature of this one-time item, the Company believes that excluding this item from after-tax operating income or loss available to common shareholders provides the user with a better evaluation of the Company’s ongoing business performance.
| Overview | | | | | | | | | [62](#i00be03d4520d45dcbeeb6c59c24a8334_88) | | |
| | | | Insurance Segment | | | | | | [67](#i00be03d4520d45dcbeeb6c59c24a8334_2254) | | |
| | | | Reinsurance Segment | | | | | | [68](#i00be03d4520d45dcbeeb6c59c24a8334_2261) | | |
| | | | Mortgage Segment | | | | | | [69](#i00be03d4520d45dcbeeb6c59c24a8334_2267) | | |
| | | | Corporate Segment | | | | | | [71](#i00be03d4520d45dcbeeb6c59c24a8334_2273) | | |
| Liquidity | | | | | | | | | [83](#i00be03d4520d45dcbeeb6c59c24a8334_100) | | |
| Capital Resources | | | | | | | | | [85](#i00be03d4520d45dcbeeb6c59c24a8334_103) | | |
| Ratings | | | | | | | | | [89](#i00be03d4520d45dcbeeb6c59c24a8334_109) | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
Underwriting discipline is core to our culture and we are committed to agile cycle management with a focus on risk-adjusted returns.
2022 was our third consecutive year of sustained premium and revenue growth, supporting stronger and more stable earnings power for the near term.
Reinsurance segment’s net premiums written grew 51% as the team seized on market dislocations while our insurance segment grew a robust 21%.
We continue to see a broad array of opportunities to allocate capital where rates and terms and conditions allow for growth in attractive returns.
We continue to execute our cycle management strategy by actively allocating capital across a diversified, specialty portfolio where rates allow for returns that are higher than our cost of capital.
While we continue to allocate more capital to our property and casualty segments, it is important to note that we have capitalized on attractive returns from our mortgage segment with $1.3 billion of underwriting income in 2022.
The catastrophic activity in 2022 has significantly increased pressure on property catastrophe markets, which could have a ripple effect across all property and casualty lines.
As a result, we continue to show improved underwriting margins, partially due to the compounding of rate-on-rate increases and the rebalancing of our mix of business.
We believe that this proven strategy of protecting capital through soft markets and increasing writings in hard markets gives us the best chance to generate superior risk adjusted returns over time.
In reinsurance, pricing for the January 1 renewals was strong.
Property catastrophe pricing and terms both improved, leading to the effective rate changes in the 30% to 50% range.
We anticipate that these trends will continue to the mid-year property catastrophe renewal period and should translate to strong property growth in 2023.
As long as rate increases support returns above our required thresholds, we expect to continue to grow our writings.
Rate improvements have enabled us to continue to expand writings in our property casualty segments.
In insurance, underwriting conditions remain opportunistic as pricing discipline, terms and conditions, and limits management are stable across most lines.
This stability, combined with the uncertainties in the insurance market, should keep the market disciplined and sustain rate increases in most lines of business.
Our specialty business in the U.K. and the U.S. operations benefited from growth in professional liability, including cyber insurance, as well as travel where we believe relative returns are attractive.
In mortgage, we continue to be thoughtful in how we manage our portfolio and, because of our diversified model, we have the ability to take a measured view of the business as just one component of our diversified enterprise.
Our mortgage business continues to deliver consistent underwriting results, once again demonstrating its sustainable earnings model.
Although higher interest rates affected new loan origination volume, our U.S. primary mortgage insurance in force grew to nearly $296 billion, reflecting a higher persistency rate.
The credit quality of homebuyers remains excellent and we believe our portfolio is well positioned for a variety of economic scenarios.
We remain committed to providing solutions across many offerings as the marketplace evolves, including the mortgage credit risk transfer programs initiated by government sponsored enterprises, or (“GSEs”).
In addition, we have entered into aggregate excess of loss mortgage reinsurance agreements with various special purpose reinsurance companies domiciled in Bermuda and have issued mortgage insurance linked notes, increasing our protection for mortgage tail risk.
The Bellemeade structures provided approximately $4.0 billion of aggregate reinsurance coverage at December 31, 2022.
The decline in 2022 reflected negative total return on investments driven by rising interest rates on fixed maturities.
| Year Ended December 31, 2021 | | | 1.90 | | % | | | | 1.20 | | % |
Total return for the 2022 period reflected rising interest rates on fixed maturities and weak equity markets.
The overall position of our investment portfolio remains relatively unchanged as we remain cautious relative to duration, credit and equity risk.
| ICE BofAML US Corporates, A - AAA Rated 1-5 Yr Index | | | 13.00 | | % |
| ICE BofAML US Corporates, AAA-A 5-10 Year Index | | | 11.00 | | |
An excerpt. Shown here: 40 of 467 rewritten, 40 of 272 added and 40 of 253 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
1 rewritten, 0 added, 0 removed, 3 unchanged
| ARCH CAPITAL | | | [removed: 93] [added: 95] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
Item 1. BUSINESS
255 rewritten, 218 added, 125 removed, 789 unchanged
[removed: Tabular] [added: All] amounts are in [removed: U.S. Dollars in thousands,] [added: millions,] except [added: per] share amounts, unless otherwise noted.
We refer you to Item 1A [“Risk [removed: Factors”](#i00be03d4520d45dcbeeb6c59c24a8334_49)] [added: Factors”](#ib89e004b6a054ea2a766671057f9304f_49)] for a discussion of risk factors relating to our business.
Arch Capital is a publicly listed Bermuda exempted company with approximately [removed: $15.6] [added: $21.1] billion in capital at December 31, [removed: 2022] [added: 2023] and is part of the S&P 500 index.
For [removed: 2022,] [added: 2023,] we wrote [removed: $11.1] [added: $13.5] billion of net premiums and reported net income available to Arch common shareholders of [removed: $1.4] [added: $4.4] billion.
Book value per share was [removed: $32.62] [added: $46.94] at December 31, [removed: 2022,] [added: 2023,] compared to [removed: $33.56] [added: $32.62] per share at December 31, [removed: 2021.][added: 2022.]
Our [added: European] reinsurance operations [removed: in Europe began] [added: commenced] in 2006 in Zurich, Switzerland [removed: and with] [added: followed by] the formation of a Danish underwriting agency in 2007.
The acquisition included Somerset’s [added: Group’s] motor insurance managing general agent, distribution capabilities [removed: through]
| ARCH CAPITAL | | | 3 | | | [removed: 2022] [added: 2023] FORM 10-K | | |
[added: through] direct and aggregator channels, affiliated insurer and fully integrated claims operation.
[removed: Our] [added: The majority of our] European business is written through our Ireland-based carrier, Arch Insurance (EU) Designated Activity Company (“Arch Insurance (EU)”), which was authorized in 2011 to provide mortgage insurance products and services to the European and U.K. markets.
Arch Capital assigned its rights under the Merger Agreement to Greysbridge Holdings Ltd. [removed: (“Greysbridge”).]
The merger and the related Greysbridge [added: equity financing closed on July 1, 2021.]
In 2021, [removed: the] [added: a] Company completed the share purchase agreement with Natixis, a French financial services firm, to purchase 29.5% of the common equity of Coface SA (“Coface”), a France-based leader in the global trade credit insurance market.
Since the inception of the share repurchase program in February 2007 through December 31, [removed: 2022,] [added: 2023,] Arch Capital has repurchased 433.6 million common shares for an aggregate purchase price of $5.9 billion.
At December 31, [removed: 2022,] [added: 2023,] the total remaining authorization under the share repurchase program was $1.0 billion.
During the [removed: 2022] [added: 2023] fiscal year, we [removed: repurchased 12,891,405] [added: did not repurchase any] shares [removed: for an aggregate amount of $585.8 million] under our share repurchase program.
We classify our businesses into three underwriting [removed: segments–] [added: segments –] insurance, reinsurance and mortgage and two operating [removed: segments–] [added: segments –] corporate and ‘other.’ For an analysis of our underwriting results by segment, see [note 4, “Segment [removed: Information,”](#i00be03d4520d45dcbeeb6c59c24a8334_151)] [added: Information,”](#ib89e004b6a054ea2a766671057f9304f_172)] to our consolidated financial statements in Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
| ARCH CAPITAL | | | 4 | | | [removed: 2022] [added: 2023] FORM 10-K | | |
Our insurance operations are conducted in Bermuda, the [removed: United States,] [added: U.S,] the [removed: United Kingdom,] [added: U.K.,] Europe, Canada, and Australia.
Arch P&C, which is not currently writing business, is an admitted insurer in [removed: 40] [added: 44] states and the District of Columbia and is filing applications for admission in all remaining states where it is not yet admitted.
The insurance group has offices throughout the U.S., including five regional offices located in Alpharetta, [removed: Georgia,] [added: Georgia;] Chicago, [removed: Illinois,] [added: Illinois;] New York, New [removed: York,] [added: York;] San Francisco, [removed: California,] [added: California;] Dallas, Texas and additional branch offices.
[removed: of] [added: From] January 2020, all of the insurance business in the European Union (“EU”) previously written by Arch Insurance (U.K.) is now written through Arch Insurance (EU).
Arch Insurance (EU) has branches in [removed: Italy] [added: Italy, France, Spain] and the U.K.
AMAL also acts as managing agent for third party members of Arch Syndicate [removed: 1955.]
Collectively, the U.K. insurance operations are referred to as “Arch U.K.” Arch U.K. conducts its operations from London and other locations in the U.K. [added: In December 2023, we signed an agreement for the sale of Castel Underwriting Agencies Limited, a managing general agency in the U.K. that we acquired as part of the Barbican acquisition.]
| ARCH CAPITAL | | | 5 | | | [removed: 2022] [added: 2023] FORM 10-K | | |
[added: Our U.S. insurance group has five regional offices, and the] executive in charge of each region is primarily responsible for all aspects of the marketing and distribution of our insurance group’s products, including the management of broker and other producer relationships in such executive’s respective region.
Our insurance group believes that the key to this approach is adherence to uniform underwriting [removed: standards across all types of business.]
*•Grow strategic partnerships [added: or acquire strategic businesses] in stable and niche areas.* Our insurance group aims to build more integrated long-term alignment with strategic partners offering superior access to niche opportunities, quality scalable businesses, or lines with reliable defensive qualities.
Our insurance group focuses on various specialty lines, as described in [note 4, “Segment [removed: Information,”](#i00be03d4520d45dcbeeb6c59c24a8334_151)] [added: Information,”](#ib89e004b6a054ea2a766671057f9304f_172)] to our consolidated financial statements in Item 8.
One key to this philosophy is the adherence to uniform underwriting [added: standards across each product line that focuses on the following:]
Our insurance group may enter into contingent commission arrangements with some brokers that [removed: provided] [added: provide] for the payment of additional commissions based on volume or profitability of business.
It is the practice for the brokers and producers to make the client aware of any contingent [removed: commissions] [added: commission] arrangements that may be in place with us.
See “Risk Factors—Risks Relating to Our Industry, Business and Operations—We could be materially adversely affected to the extent that important third parties with whom we do business do not adequately or appropriately manage their risks, commit fraud or otherwise breach obligations owed to us.” For information on major brokers, see [note 18, “Commitments and Contingencies—Concentrations of Credit [removed: Risk,”](#i00be03d4520d45dcbeeb6c59c24a8334_193)] [added: Risk,”](#ib89e004b6a054ea2a766671057f9304f_217)] to our consolidated financial statements in Item 8.
Reinsurance arrangements do not relieve our insurance group from its [added: primary obligations to insureds.]
| ARCH CAPITAL | | | 6 | | | [removed: 2022] [added: 2023] FORM 10-K | | |
The RSC evaluates the financial viability of its reinsurers through financial analysis, research and review of rating agencies’ reports and also monitors [removed: reinsurance recoverables and collateral with unauthorized reinsurers.]
See [note 8, [removed: “Reinsurance,”](#i00be03d4520d45dcbeeb6c59c24a8334_163)] [added: “Reinsurance,”](#ib89e004b6a054ea2a766671057f9304f_184)] to our consolidated financial statements in Item 8.
For a discussion of our risk management policies, see [removed: [“Management’s] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of Operations—Summary of Critical Accounting Estimates—Ceded [removed: Reinsurance”](#i00be03d4520d45dcbeeb6c59c24a8334_94)] [added: Reinsurance”] and “Risk Factors—Risks Relating to Our Industry, Business and Operations—The failure of any of the loss limitation methods we employ could have a material adverse effect on our financial condition or results of operations.”
Arch Re Bermuda has also been approved in certain U.S. states as a “reciprocal jurisdiction reinsurer,” which allows ceding [added: companies to eliminate collateral requirements for reinsurance ceded to such reinsurers and still take credit for that reinsurance.]
(“Greysbridge”).
1955.
The sale is expected to close in the first half of 2024, subject to regulatory approvals and other closing conditions.
standards across all types of business.
We may grow existing partnerships or look to acquire businesses which further this strategy.
reinsurance recoverables and collateral with unauthorized reinsurers.
Arch Re Europe, licensed and authorized as a non-life reinsurer and a life reinsurer, is headquartered in Dublin, Ireland with branch offices outside the EEA in Zurich and London.
The reinsurer pays the cedent a commission which is generally based on the cedent’s cost of acquiring the
See [note 8, “Reinsurance,”](#ib89e004b6a054ea2a766671057f9304f_184) to our consolidated financial statements in Item 8.
In November 2023, we signed an agreement to acquire RMIC Companies, Inc. and its subsidiaries that together comprise the run-off mortgage insurance business of Old Republic International Corporation.
The sale is expected to close in the first half of 2024, subject to regulatory approvals and other closing conditions.
- *Diversify revenues by capitalizing on international opportunities.* With the acquisition of Arch Indemnity in Australia in 2021, and continued growth insuring and reinsuring European banks, we believe diversifying revenues on a global basis is a key operating principle.
originated by mortgage lenders and sold to the GSEs.
In 2019, we established Arch Credit Risk Services (Bermuda) Ltd. (“Arch CRS”).
Our companies share a focus
belonging, provide leadership opportunities for members and contribute meaningfully to business outcomes.
In 2023, we launched a new talent acquisition model that modernizes our approach to the talent market and maximizes our ability to find and hire top talent across multiple talent pools and proactively source pipelines of key talent.
In 2023, our senior leadership team met in person to discuss our strategy and vision for the future, foster continuous learning and a growth mindset for leaders and provide a forum for global executives to network across the Company.
To ease the impact on those most affected by inflation, effective in 2023, Arch introduced a salary-based premium structure for medical plans for U.S. based employees to help keep health care costs equitable and affordable.
More than 65% of employees had reductions in medical premiums for the same plan and coverage tier.
plans.
Such information is reviewed at insurance business reviews, reinsurance underwriting meetings and board level committees.
As part of our corporate governance, the Board
surplus) by taking into account the risk characteristics of different aspects of the insurer’s business.
Insurance debt is defined as a
within 45 days of becoming such a holder (or ceasing to be such a holder).
All Bermuda insurers, insurance managers and intermediaries registered under the Insurance Act are required to comply with the
*Personal Information Protection Act 2016.
Bermuda’s principal data protection and privacy legislation is the Personal Information Protection Act 2016 (“PIPA”).* At present, the majority of the operative provisions of PIPA, which include detailed requirements around conditions for use and consent to use of personal information, specific obligations on organizations that use personal information, overseas data transfer assessment obligations and access, rectification and erasure rights for individuals, are not yet in force in Bermuda.
In June 2023, the Bermuda Government and the Office of the Privacy Commissioner for Bermuda announced that the remaining operative provisions of PIPA will become fully implemented on January 1, 2025.
PIPA (once in force) applies to every organization (which includes any individual, entity or public authority) that uses personal information in Bermuda where that personal information is used by automated or other means which form,
or are intended to form, part of a structured filing system.
For
the purposes of PIPA, “personal information” means any information about an identified or identifiable individual (meaning a natural person), and “use” or “using” are very broadly defined and effectively include possessing or carrying out any operation on personal information.
Many of our Bermuda subsidiaries which use and hold personal information will be in scope and must comply with the provisions of PIPA.
*Corporate Income Tax Act 2023 (the “Bermuda CIT Act”).* On December 27, 2023, Bermuda enacted the Bermuda CIT Act.
Entities subject to tax under the Bermuda CIT Act are the Bermuda constituent entities of multi-national groups.
A multi-national group is defined under the Bermuda CIT Act as a group with entities in more than one jurisdiction with consolidated revenues of at least €750 million for two of the four previous fiscal years.
If Bermuda constituent entities of a multi-national group are subject to tax under the Bermuda CIT Act, such tax is charged at a rate of 15% of the net income of such constituent entities (as determined in accordance with the Bermuda CIT Act, including after adjusting for any relevant foreign tax credits applicable to the Bermuda constituent entities).
Although the commencement date of the Bermuda CIT Act is January 1, 2024, no tax is chargeable under the Bermuda CIT Act until tax years starting on or after January 1, 2025.
equity financing closed on July 1, 2021.
COVID-19 Pandemic
The global pandemic resulting from the coronavirus (including variants of the coronavirus “COVID-19”) disrupted the global economy, causing a significant slowdown in economic activity around the world.
Businesses around the world, including ours, were impacted by the restrictions on travel, some business activities and non-essential services and the severe curtailment of normal
activities.
During 2022, the restrictions relating to the pandemic were largely lifted in the regions where we do business, shifting us to an endemic stage in 2023.
Our employees and businesses have adapted to the changing needs of our clients, customers and business partners with our 5,800 employees returning to the office under a hybrid work model.
As
As part of the Barbican acquisition, we also acquired Castel Underwriting Agencies Limited (“Castel”) in the U.K. and Castel Underwriting Europe BV in the Netherlands, giving us additional underwriting intermediary capabilities for our underwriting platforms.
Our U.S. insurance group has five regional offices, and the
standards across each product line that focuses on the following:
primary obligations to insureds.
companies to eliminate collateral requirements for reinsurance ceded to such reinsurers and still take credit for that reinsurance.
the underwriting process gives it an advantage in evaluating risks and constructing a high quality book of business.
residential loans.
In the 2019 fourth quarter, Barbican entered into certain reinsurance and related transactions with Premia pursuant to which Premia assumed a transfer of liability for the 2018 and prior years of account of Barbican as of July 1, 2019.
See [note 16, “Transactions with Related Parties,”](#i00be03d4520d45dcbeeb6c59c24a8334_187) to our consolidated financial statements in Item 8 for further details.
In 2022, Arch employees began to return to offices globally as the pandemic eased.
We recognize the incredible resiliency of the team to work remotely for over two years while balancing that with the opportunity to maximize in-person collaboration across departments.
Arch is providing flexibility in our return to office model utilizing specific “office days” for teams as part of a hybrid working model.
Through the global pandemic, the spirit of agility that is part of our entrepreneurial roots allowed us to transition virtually overnight to a home-based employee population.
Since the start of the pandemic we recognized and supported the
wellness needs of our employees.
We provided additional resources including webinars with a psychologist who specializes in building resilience and continued our Arch Cares program to provide financial support to employees affected by COVID-19.
We continue to enhance our talent acquisition process through a new model which will modernize our approach to talent acquisition for candidates and hiring managers, while providing an enhanced ability to proactively source and build pipelines for the best diverse talent.
We also match eligible contributions to
In 2022, our senior leadership team was able to meet in person to dive deep into our business strategy and recruitment and employee retention strategy and enhance opportunities for employee development and networking opportunities globally.
In the U.S., we lowered the cost of benefits for many employees based on a tiered salary approach for the fall 2022 enrollment period.
This is meant to address some of the impacts of inflation in 2023 for many employees who are hit the hardest by rising prices.
For information on our reserving
agencies which have assigned financial strength and/or issuer ratings to Arch Capital and/or one or more of its subsidiaries.
state government agencies that sponsor their own mortgage insurance programs.
(insurance) risk including pricing, reserving and catastrophe; investment including market and liquidity risks; group risk including strategic, governance, rating agency and capital market risk; credit risk; and operational risk, including regulatory, investor relations (reputational risk) and outsourcing risks.
management, business planning and new product development.
For further discussion of our risk management policies, see the Ceded Reinsurance section of [“Summary of Critical Accounting Estimates”](#i00be03d4520d45dcbeeb6c59c24a8334_94) in Item 7.
amount of relevant liabilities.
be, able to pay its liabilities as they become due and if the realizable value of its assets would thereby not be less than its liabilities.
surplus in an amount that is at least equal to the group enhanced capital requirement (“Group ECR”) and the BMA has established a group target capital level equal to 120% of the Group ECR.
and the Registrar will also have regard to the information provided in that Declaration Form in making his assessment of compliance with the ES Act.
Under most states’ statutes
An excerpt. Shown here: 40 of 255 rewritten, 40 of 218 added and 40 of 125 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 3 added, 0 removed, 1 unchanged
As of December 31, [removed: 2022,] [added: 2023,] we were not a party to any litigation or arbitration which is expected by management to have a material adverse effect on our results of operations and financial condition and liquidity.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 61 | | | 2023 FORM 10-K | | |
Cover and table of contents
33 rewritten, 5 added, 0 removed, 114 unchanged
| | | | For the Fiscal Year Ended | | | December 31, [removed: 2022] [added: 2023] | | | Commission File No. | | | 001-16209 | | |
[removed: ][added: ]
The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the closing price as reported by the [removed: NASDAQ] [added: Nasdaq] Stock Market as of the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately [removed: $16.3] [added: $26.9] billion.
As of February [removed: 17, 2023,] [added: 16, 2024,] there were [removed: 371,196,508] [added: 374,151,215] of the registrant’s common shares outstanding.
Portions of Part III and Part IV incorporate by reference our definitive proxy statement for the [removed: 2023] [added: 2024] annual meeting of shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2022.][added: 2023.]
| ITEM 1. | | | [removed: [BUSINESS](#i00be03d4520d45dcbeeb6c59c24a8334_16)] [added: [BUSINESS](#ib89e004b6a054ea2a766671057f9304f_16)] | | | [removed: [3](#i00be03d4520d45dcbeeb6c59c24a8334_16)] [added: [3](#ib89e004b6a054ea2a766671057f9304f_16)] | | |
| ITEM 1A. | | | [RISK [removed: FACTORS](#i00be03d4520d45dcbeeb6c59c24a8334_49)] [added: FACTORS](#ib89e004b6a054ea2a766671057f9304f_49)] | | | [removed: [37](#i00be03d4520d45dcbeeb6c59c24a8334_49)] [added: [40](#ib89e004b6a054ea2a766671057f9304f_49)] | | |
| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i00be03d4520d45dcbeeb6c59c24a8334_67)] [added: COMMENTS](#ib89e004b6a054ea2a766671057f9304f_67)] | | | [removed: [58](#i00be03d4520d45dcbeeb6c59c24a8334_67)] [added: [60](#ib89e004b6a054ea2a766671057f9304f_67)] | | |
| ITEM 2. | | | [removed: [PROPERTIES](#i00be03d4520d45dcbeeb6c59c24a8334_70)] [added: [PROPERTIES](#ib89e004b6a054ea2a766671057f9304f_70)] | | | [removed: [58](#i00be03d4520d45dcbeeb6c59c24a8334_70)] [added: [61](#ib89e004b6a054ea2a766671057f9304f_70)] | | |
| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i00be03d4520d45dcbeeb6c59c24a8334_73)] [added: PROCEEDINGS](#ib89e004b6a054ea2a766671057f9304f_73)] | | | [removed: [58](#i00be03d4520d45dcbeeb6c59c24a8334_73)] [added: [61](#ib89e004b6a054ea2a766671057f9304f_73)] | | |
| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i00be03d4520d45dcbeeb6c59c24a8334_76)] [added: DISCLOSURES](#ib89e004b6a054ea2a766671057f9304f_76)] | | | [removed: [58](#i00be03d4520d45dcbeeb6c59c24a8334_76)] [added: [61](#ib89e004b6a054ea2a766671057f9304f_76)] | | |
| ITEM 5. | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i00be03d4520d45dcbeeb6c59c24a8334_79)] [added: SECURITIES](#ib89e004b6a054ea2a766671057f9304f_79)] | | | [removed: [59](#i00be03d4520d45dcbeeb6c59c24a8334_79)] [added: [62](#ib89e004b6a054ea2a766671057f9304f_79)] | | |
| ITEM 6. | | | [removed: \[[RESERVED](#i00be03d4520d45dcbeeb6c59c24a8334_82)\]] [added: \[[RESERVED](#ib89e004b6a054ea2a766671057f9304f_82)\]] | | | [removed: [60](#i00be03d4520d45dcbeeb6c59c24a8334_82)] [added: [63](#ib89e004b6a054ea2a766671057f9304f_82)] | | |
| ITEM 7. | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i00be03d4520d45dcbeeb6c59c24a8334_85)] [added: OPERATIONS](#ib89e004b6a054ea2a766671057f9304f_85)] | | | [removed: [61](#i00be03d4520d45dcbeeb6c59c24a8334_85)] [added: [64](#ib89e004b6a054ea2a766671057f9304f_85)] | | |
| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i00be03d4520d45dcbeeb6c59c24a8334_118)] [added: RISK](#ib89e004b6a054ea2a766671057f9304f_139)] | | | [removed: [93](#i00be03d4520d45dcbeeb6c59c24a8334_118)] [added: [95](#ib89e004b6a054ea2a766671057f9304f_139)] | | |
| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i00be03d4520d45dcbeeb6c59c24a8334_121)] [added: DATA](#ib89e004b6a054ea2a766671057f9304f_142)] | | | [removed: [94](#i00be03d4520d45dcbeeb6c59c24a8334_121)] [added: [96](#ib89e004b6a054ea2a766671057f9304f_142)] | | |
| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i00be03d4520d45dcbeeb6c59c24a8334_229)] [added: DISCLOSURE](#ib89e004b6a054ea2a766671057f9304f_253)] | | | [removed: [169](#i00be03d4520d45dcbeeb6c59c24a8334_229)] [added: [171](#ib89e004b6a054ea2a766671057f9304f_253)] | | |
| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i00be03d4520d45dcbeeb6c59c24a8334_232)] [added: PROCEDURES](#ib89e004b6a054ea2a766671057f9304f_256)] | | | [removed: [169](#i00be03d4520d45dcbeeb6c59c24a8334_232)] [added: [171](#ib89e004b6a054ea2a766671057f9304f_256)] | | |
| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i00be03d4520d45dcbeeb6c59c24a8334_235)] [added: INFORMATION](#ib89e004b6a054ea2a766671057f9304f_259)] | | | [removed: [170](#i00be03d4520d45dcbeeb6c59c24a8334_235)] [added: [172](#ib89e004b6a054ea2a766671057f9304f_259)] | | |
| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i00be03d4520d45dcbeeb6c59c24a8334_238)] [added: INSPECTIONS](#ib89e004b6a054ea2a766671057f9304f_262)] | | | [removed: [170](#i00be03d4520d45dcbeeb6c59c24a8334_238)] [added: [172](#ib89e004b6a054ea2a766671057f9304f_262)] | | |
| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i00be03d4520d45dcbeeb6c59c24a8334_241)] [added: GOVERNANCE](#ib89e004b6a054ea2a766671057f9304f_265)] | | | [removed: [170](#i00be03d4520d45dcbeeb6c59c24a8334_241)] [added: [172](#ib89e004b6a054ea2a766671057f9304f_265)] | | |
| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i00be03d4520d45dcbeeb6c59c24a8334_244)] [added: COMPENSATION](#ib89e004b6a054ea2a766671057f9304f_268)] | | | [removed: [170](#i00be03d4520d45dcbeeb6c59c24a8334_244)] [added: [172](#ib89e004b6a054ea2a766671057f9304f_268)] | | |
| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i00be03d4520d45dcbeeb6c59c24a8334_247)] [added: MATTERS](#ib89e004b6a054ea2a766671057f9304f_271)] | | | [removed: [171](#i00be03d4520d45dcbeeb6c59c24a8334_247)] [added: [173](#ib89e004b6a054ea2a766671057f9304f_271)] | | |
| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i00be03d4520d45dcbeeb6c59c24a8334_250)] [added: INDEPENDENCE](#ib89e004b6a054ea2a766671057f9304f_274)] | | | [removed: [171](#i00be03d4520d45dcbeeb6c59c24a8334_250)] [added: [173](#ib89e004b6a054ea2a766671057f9304f_274)] | | |
| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i00be03d4520d45dcbeeb6c59c24a8334_253)] [added: SERVICES](#ib89e004b6a054ea2a766671057f9304f_277)] | | | [removed: [171](#i00be03d4520d45dcbeeb6c59c24a8334_253)] [added: [173](#ib89e004b6a054ea2a766671057f9304f_277)] | | |
| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i00be03d4520d45dcbeeb6c59c24a8334_256)] [added: SCHEDULES](#ib89e004b6a054ea2a766671057f9304f_280)] | | | [removed: [172](#i00be03d4520d45dcbeeb6c59c24a8334_256)] [added: [174](#ib89e004b6a054ea2a766671057f9304f_280)] | | |
| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i00be03d4520d45dcbeeb6c59c24a8334_271)] [added: SUMMARY](#ib89e004b6a054ea2a766671057f9304f_295)] | | | [removed: [183](#i00be03d4520d45dcbeeb6c59c24a8334_271)] [added: [185](#ib89e004b6a054ea2a766671057f9304f_295)] | | |
- accuracy of those estimates and judgments utilized in the preparation of our financial statements, including those related to revenue recognition, insurance and other reserves, reinsurance recoverables, investment valuations, intangible assets, bad debts, income taxes, [added: deferred income tax assets,] contingencies and litigation, and any determination to use the deposit method of accounting;
- acts of terrorism, [added: geopolitical] political unrest and other [added: regional and global] hostilities or other unforecasted and unpredictable events;
| ARCH CAPITAL | | | 1 | | | [removed: 2022] [added: 2023] FORM 10-K | | |
- [removed: a] [added: an incident,] disruption [added: in operations or other cyber event] caused by cyber [removed: attacks] [added: attacks, the use of artificial intelligence technologies] or other technology [removed: breaches or failures] on [removed: us] [added: our systems] or [added: those of] our business partners and service providers, which could negatively impact our business and/or expose us to litigation;
- statutory or regulatory developments, including as to tax matters and insurance and other regulatory matters such as the adoption of [removed: proposed] legislation that [removed: would affect] [added: affects] Bermuda-headquartered companies and/or Bermuda-based insurers or reinsurers and/or changes in regulations or tax laws applicable to us, our subsidiaries, brokers or customers, including the [removed: possible] implementation of the Organization for Economic Cooperation and Development (“OECD”) Pillar I and Pillar II [removed: initiatives;] [added: initiatives] and [added: the enactment of Bermuda corporate income tax; and]
| ARCH CAPITAL | | | 2 | | | [removed: 2022] [added: 2023] FORM 10-K | | |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
| ITEM 1C. | | | [CYBERSECURITY](#ib89e004b6a054ea2a766671057f9304f_2298) | | | [60](#ib89e004b6a054ea2a766671057f9304f_2298) | | |
Item 1C. CYBERSECURITY
0 rewritten, 46 added, 0 removed, 0 unchanged
New section this year
Risk management and strategy
We prioritize the management of cybersecurity risk and the protection of information across our enterprise by embedding data protection and cybersecurity risk management in our operations.
Our processes for assessing, identifying, and managing material risks from cybersecurity threats have been integrated into our overall risk management system and processes.
For example, to identify and assess risks from cybersecurity threats, our enterprise risk management program considers cybersecurity as part of the Company’s risk assessment process, and our risk management framework requires risk owners to monitor key risks such as cybersecurity on a continuous basis.
See Item 1, “[Business—Enterprise Risk Management](#ib89e004b6a054ea2a766671057f9304f_40)” for additional information.
As a foundation of our approach to cybersecurity risk, we have implemented processes at several levels across our enterprise to help assess, identify and manage cybersecurity risks.
Our privacy and information security policies and standards govern our business lines and subsidiaries and encompass incident response, access control, and vendor management, among others.
In order to develop these policies and procedures, we monitor the privacy and cybersecurity laws, regulations and guidance applicable to us in the regions where we do business.
See Item 1, “[Business—Regulation—Cybersecurity and Privacy](#ib89e004b6a054ea2a766671057f9304f_43)” for additional details.
We annually undergo an external evaluation by a third party cybersecurity firm with a specialty in penetration testing.
Our vendor management group performs information security risk assessments on our third party service providers with respect to their ability to protect data from unauthorized access, and on a risk weighted basis, we perform re-assessments routinely.
The Company also requires these vendors to adhere to privacy and cybersecurity measures and has a third party service provider monitoring program in place that reviews changes to the security posture of certain higher risk third party service providers.
In addition, the Company negotiates appropriately protective terms in its legal agreements with these providers.
Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks.
Computer viruses, hackers,
employee or vendor error or misconduct, and other external hazards could expose our information systems and those of our vendors to security breaches, cybersecurity incidents or other disruptions, any of which could materially and adversely affect our ability to conduct our business.
While we and third parties with which we do business have experienced cybersecurity incidents, to date, the Company does not believe that any previous cybersecurity incidents have materially affected the Company.
The sophistication of cybersecurity threats, including through the use of AI, continues to increase, and the controls and preventative actions that we take to reduce the risk of cybersecurity incidents and protect our systems, including the regular testing of our cybersecurity incident response plan, may be insufficient.
In addition, new technology that could result in greater operational efficiency such as AI may further expose our information systems to the risk of cybersecurity incidents.
See Item 1A, “[Risk Factors](#ib89e004b6a054ea2a766671057f9304f_52)[—](#ib89e004b6a054ea2a766671057f9304f_52)[Risk Relating to Our Indus](#ib89e004b6a054ea2a766671057f9304f_52)[try](#ib89e004b6a054ea2a766671057f9304f_52)[, Business & Op](#ib89e004b6a054ea2a766671057f9304f_52)[erations](#ib89e004b6a054ea2a766671057f9304f_52)—Technology failures and cyber attacks, including, but not limited to, ransomware, exploitation in software or code with malicious intent, state-sponsored cyber attacks, as well as vulnerabilities relating to new technologies, such as generative AI, may impact us or our business partners and service providers, causing a disruption in service and operations which could materially and negatively impact our business and/or expose us to litigation.”
Governance
As part of our overall risk management approach, we recognize the importance of identifying and managing cybersecurity risk at several levels, including Board oversight, executive commitment and employee training.
Our Audit Committee, comprised of independent directors from our Board, oversees the Board’s responsibilities relating to the operational (including information technology (“IT”) risks, business continuity and data security) risk affairs of the Company.
Our Audit Committee is informed of such risks through quarterly reports from our Chief Information Officer (“CIO”) and Chief Operations Officer (“COO”), with input from our Chief Information Security Officer (“CISO”).
Our cybersecurity and IT executives include our CIO, who has 33 years of experience in Information Technology,
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 60 | | | 2023 FORM 10-K | | |
including 20 years in the financial services space.
His responsibilities as the CIO include information security oversight, and board reporting.
Our CISO, has 18 years of experience in Information Security.
The CISO holds certifications from leading security associations.
The CISO, reporting to the CIO, oversees the implementation and compliance of our information security standards and mitigation of related risks.
We also have three management level committees and a team that supports our processes to assess and manage cybersecurity risk.
- The Privacy and Security Committee (“P&S Committee”), co-chaired by the CISO and our Deputy General Counsel, brings together Information Security, legal, compliance, human resources and other function leads.
The P&S Committee provides a forum for these cross-functional members of management to: consider new laws and regulations relating to privacy and security; consider emerging risks relating to cybersecurity and data protection; approve, review and update policies and standards as appropriate; and promote cross-functional collaboration to manage cybersecurity and privacy risks across the enterprise.
- The Operational Risk Committee (“ORC”), comprised of senior IT, operations, risk, legal and compliance leaders across business segments, manages risks from matters related to business continuity including risks posed by cybersecurity threats, and implements controls to mitigate such operational risks.
Among other processes, the ORC reviews the Company’s programs and processes related to business operations and resiliency, including crisis incident management and cyber risk response, third party risk, vendor management, facilities, unplanned downtime,
business disruption, business continuity and disaster recovery.
Key information reviewed by the ORC, including as it relates to cybersecurity, are included in the COO’s quarterly report to the Audit Committee.
An excerpt. Shown here: all 0 rewritten, 40 of 46 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. CYBERSECURITY in the FY2023 filing.
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 5 unchanged
However, as we continue to develop our business, we may open additional office locations in [removed: 2023.][added: 2024.]
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 0 added, 3 removed, 2 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ARCH CAPITAL | | | 58 | | | 2022 FORM 10-K | | |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
10 rewritten, 8 added, 8 removed, 16 unchanged
As of February [removed: 17, 2023,] [added: 16, 2024,] and based on information provided to us by our transfer agent and proxy solicitor, there were [removed: 1,150] [added: 1,200] holders of record of our common shares [removed: (NASDAQ:] [added: (Nasdaq:] ACGL) and approximately [removed: 215,000] [added: 360,100] beneficial holders of our common shares.
The following table summarizes our purchases of common shares for the [removed: 2022] [added: 2023] fourth quarter:
We [removed: purchased] [added: repurchased] these shares [added: from employees in order to facilitate the payment of withholding taxes on restricted shares granted and the exercise of stock appreciation rights, in each case] at their fair [removed: market value,] [added: value] as determined by reference to the closing price of our common shares on the day the restricted shares vested or the stock appreciation rights were exercised.
(2) [removed: Remaining] [added: This column represents the remaining approximate dollar] amount available at [removed: December 31, 2022] [added: the end of each applicable period] under Arch Capital’s $1.0 billion share repurchase authorization, authorized by the Board of Directors of ACGL on December 19, 2022.
Repurchases [removed: under this authorization] may be effected from time to time in open market or privately negotiated transactions through December 31, 2024.
| ARCH CAPITAL | | | [removed: 59] [added: 62] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
The following graph compares the cumulative total shareholder return on our common shares for each of the last five years through December 31, [removed: 2022] [added: 2023] to the cumulative total return, assuming reinvestment of dividends, of (1) S&P 500 Composite Stock Index (“S&P 500 Index”) and (2) the S&P 500 Property & Casualty Insurance Index.
[removed: ][added: ]
| | | | Company Name/Index | | | [removed: 12/31/17 | | |] 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | [added: 12/31/23 | | |]
(2) The above graph assumes that the value of the investment was $100 on December 31, [removed: 2017.][added: 2018.]
| 10/1/2023-10/31/2023 | | | | | | 56,056 | | | | | | $ | 82.70 | | | | | — | | | | | | $ | 1,000,000 | |
| 11/1/2023-11/30/2023 | | | | | | 134,250 | | | | | | $ | 85.28 | | | | | — | | | | | | $ | 1,000,000 | |
| 12/1/2023-12/31/2023 | | | | | | 11,201 | | | | | | $ | 74.71 | | | | | — | | | | | | $ | 1,000,000 | |
| Total | | | | | | 201,507 | | | | | | $ | 83.97 | | | | | — | | | | | | $ | 1,000,000 | |
(1) This column represents (in whole shares) open market share repurchases, including an aggregate of 56,056, 134,250 and 11,201 shares repurchased by Arch Capital during October, November and December, respectively, other than through publicly announced plans or programs.
| l | | | Arch Capital Group Ltd. | | | $100.00 | | | $160.52 | | | $134.99 | | | $166.35 | | | $234.96 | | | $277.96 | | |
| n | | | S&P 500 Index | | | $100.00 | | | $131.49 | | | $155.68 | | | $200.37 | | | $164.08 | | | $207.21 | | |
| p | | | S&P 500 Property & Casualty Insurance Index | | | $100.00 | | | $125.87 | | | $134.63 | | | $160.58 | | | $190.89 | | | $211.53 | | |
| 10/1/2022-10/31/2022 | | | | | | 59,926 | | | | | | $ | 53.08 | | | | | — | | | | | | $ | 596,411 | |
| 11/1/2022-11/30/2022 | | | | | | 29,362 | | | | | | $ | 56.43 | | | | | — | | | | | | $ | 596,411 | |
| 12/1/2022-12/31/2022 | | | | | | 3,420 | | | | | | $ | 60.61 | | | | | — | | | | | | $ | 1,000,000 | |
| Total | | | | | | 92,708 | | | | | | $ | 54.42 | | | | | — | | | | | | $ | 1,000,000 | |
(1) Includes repurchases by Arch Capital of shares, from time to time, from employees in order to facilitate the payment of withholding taxes on restricted shares granted and the exercise of stock appreciation rights.
| l | | | Arch Capital Group Ltd. | | | $100.00 | | | $88.31 | | | $141.75 | | | $119.21 | | | $146.91 | | | $207.49 | | |
| n | | | S&P 500 Index | | | $100.00 | | | $95.62 | | | $125.72 | | | $148.85 | | | $191.58 | | | $156.88 | | |
| p | | | S&P 500 Property & Casualty Insurance Index | | | $100.00 | | | $95.31 | | | $119.97 | | | $128.31 | | | $153.05 | | | $181.93 | | |
Item 6. [RESERVED]
1 rewritten, 0 added, 0 removed, 2 unchanged
| ARCH CAPITAL | | | [removed: 60] [added: 63] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
897 rewritten, 772 added, 669 removed, 2,054 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#i00be03d4520d45dcbeeb6c59c24a8334_124)] [added: Firm](#ib89e004b6a054ea2a766671057f9304f_145)] (PCAOB ID [removed: 238[)](#i00be03d4520d45dcbeeb6c59c24a8334_124)] [added: 238)] | | | | | | [removed: [95](#i00be03d4520d45dcbeeb6c59c24a8334_124)] [added: [97](#ib89e004b6a054ea2a766671057f9304f_145)] | | |
| [Consolidated Balance [removed: Sheets](#i00be03d4520d45dcbeeb6c59c24a8334_127)] [added: Sheets](#ib89e004b6a054ea2a766671057f9304f_148)] | | | | | | | | |
| [Consolidated Statements of [removed: Income](#i00be03d4520d45dcbeeb6c59c24a8334_130)] [added: Income](#ib89e004b6a054ea2a766671057f9304f_151)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [98](#i00be03d4520d45dcbeeb6c59c24a8334_130)] [added: [101](#ib89e004b6a054ea2a766671057f9304f_151)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i00be03d4520d45dcbeeb6c59c24a8334_133)] [added: Income](#ib89e004b6a054ea2a766671057f9304f_154)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [99](#i00be03d4520d45dcbeeb6c59c24a8334_133)] [added: [102](#ib89e004b6a054ea2a766671057f9304f_154)] | | |
| [Consolidated Statements of Changes in Shareholders’ [removed: Equity](#i00be03d4520d45dcbeeb6c59c24a8334_136)] [added: Equity](#ib89e004b6a054ea2a766671057f9304f_157)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [100](#i00be03d4520d45dcbeeb6c59c24a8334_136)] [added: [103](#ib89e004b6a054ea2a766671057f9304f_157)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i00be03d4520d45dcbeeb6c59c24a8334_139)] [added: Flows](#ib89e004b6a054ea2a766671057f9304f_160)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [101](#i00be03d4520d45dcbeeb6c59c24a8334_139)] [added: [104](#ib89e004b6a054ea2a766671057f9304f_160)] | | |
| | | | [Note 3 - Significant Accounting [removed: Policies](#i00be03d4520d45dcbeeb6c59c24a8334_148)] [added: Policies](#ib89e004b6a054ea2a766671057f9304f_169)] | | | [removed: [102](#i00be03d4520d45dcbeeb6c59c24a8334_148)] [added: [105](#ib89e004b6a054ea2a766671057f9304f_169)] | | |
| [removed: | | | [Note 5 - Reserve] [added: Reserve] for [removed: Losses] [added: losses] and [removed: Loss Adjustment Expenses](#i00be03d4520d45dcbeeb6c59c24a8334_154)] [added: loss adjustment expenses] | | | [removed: [118](#i00be03d4520d45dcbeeb6c59c24a8334_154)] [added: $] | [added: 22,752] | |
| | | | [Note 6 - Short Duration [removed: Contracts](#i00be03d4520d45dcbeeb6c59c24a8334_157)] [added: Contracts](#ib89e004b6a054ea2a766671057f9304f_178)] | | | [removed: [120](#i00be03d4520d45dcbeeb6c59c24a8334_157)] [added: [123](#ib89e004b6a054ea2a766671057f9304f_178)] | | |
| | | | [Note 7 - Allowance for Expected Credit [removed: Losses](#i00be03d4520d45dcbeeb6c59c24a8334_160)] [added: Losses](#ib89e004b6a054ea2a766671057f9304f_181)] | | | [removed: [133](#i00be03d4520d45dcbeeb6c59c24a8334_160)] [added: [136](#ib89e004b6a054ea2a766671057f9304f_181)] | | |
| | | | [Note 12 - VIE and Noncontrolling [removed: Interests](#i00be03d4520d45dcbeeb6c59c24a8334_175)] [added: Interests](#ib89e004b6a054ea2a766671057f9304f_196)] | | | [removed: [149](#i00be03d4520d45dcbeeb6c59c24a8334_175)] [added: [151](#ib89e004b6a054ea2a766671057f9304f_196)] | | |
| | | | [Note 13 - Other Comprehensive Income [removed: (Loss)](#i00be03d4520d45dcbeeb6c59c24a8334_178)] [added: (Loss)](#ib89e004b6a054ea2a766671057f9304f_199)] | | | [removed: [151](#i00be03d4520d45dcbeeb6c59c24a8334_178)] [added: [153](#ib89e004b6a054ea2a766671057f9304f_199)] | | |
| | | | [Note 14 - Earnings Per Common [removed: Share](#i00be03d4520d45dcbeeb6c59c24a8334_181)] [added: Share](#ib89e004b6a054ea2a766671057f9304f_202)] | | | [removed: [153](#i00be03d4520d45dcbeeb6c59c24a8334_181)] [added: [155](#ib89e004b6a054ea2a766671057f9304f_202)] | | |
| | | | [Note 16 - Transactions with Related [removed: Parties](#i00be03d4520d45dcbeeb6c59c24a8334_187)] [added: Parties](#ib89e004b6a054ea2a766671057f9304f_208)] | | | [removed: [156](#i00be03d4520d45dcbeeb6c59c24a8334_187)] [added: [158](#ib89e004b6a054ea2a766671057f9304f_208)] | | |
| | | | [Note 18 - Commitments and [removed: Contingencies](#i00be03d4520d45dcbeeb6c59c24a8334_193)] [added: Contingencies](#ib89e004b6a054ea2a766671057f9304f_217)] | | | [removed: [157](#i00be03d4520d45dcbeeb6c59c24a8334_193)] [added: [159](#ib89e004b6a054ea2a766671057f9304f_217)] | | |
| | | | [Note 19 - Debt and Financing [removed: Arrangements](#i00be03d4520d45dcbeeb6c59c24a8334_196)] [added: Arrangements](#ib89e004b6a054ea2a766671057f9304f_220)] | | | [removed: [158](#i00be03d4520d45dcbeeb6c59c24a8334_196)] [added: [160](#ib89e004b6a054ea2a766671057f9304f_220)] | | |
| | | | [Note 20 - Goodwill and Intangible [removed: Assets](#i00be03d4520d45dcbeeb6c59c24a8334_199)] [added: Assets](#ib89e004b6a054ea2a766671057f9304f_223)] | | | [removed: [160](#i00be03d4520d45dcbeeb6c59c24a8334_199)] [added: [162](#ib89e004b6a054ea2a766671057f9304f_223)] | | |
| [added: Share-based compensation] | | | [removed: [Note 22 - Share-Based Compensation](#i00be03d4520d45dcbeeb6c59c24a8334_208)] [added: 93] | | | [removed: [162](#i00be03d4520d45dcbeeb6c59c24a8334_208)] | | | [added: 88 | | | | | | 88 | | |]
| ARCH CAPITAL | | | [removed: 94] [added: 96] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
We have audited the accompanying consolidated balance sheets of Arch Capital Group Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal Control-] [added: Internal Control -] Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United [removed: States)(PCAOB)] [added: States) (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
| ARCH CAPITAL | | | [removed: 95] [added: 97] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]
As of December 31, [removed: 2022,] [added: 2023,] the Company’s total reserve for losses and loss adjustment expenses was [removed: $20.0] [added: $22.8] billion.
The principal considerations for our determination that performing procedures relating to the valuation of the reserve for losses and loss adjustment expenses is a critical audit matter are (i) the significant judgment by management when developing their estimate, [removed: which in turn led to] [added: (ii)] a high degree of auditor [added: judgment,] subjectivity and [removed: judgment] [added: effort] in performing procedures [removed: related to the valuation of the reserve for losses] and [removed: loss adjustment expenses, (ii) the significant auditor effort and judgment in] evaluating audit evidence [removed: related] [added: relating] to the aforementioned key actuarial methods and key assumptions, and (iii) the audit effort [removed: included] [added: involved] the [removed: involvement] [added: use] of professionals with specialized skill and [removed: knowledge to assist in performing these procedures and evaluating the audit evidence obtained.][added: knowledge.]
These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in performing one or a combination of procedures, including (i) developing an independent estimate, on a test basis, of the reserve for losses and loss adjustment expenses, and comparing the independent estimate to management’s actuarially determined reserve for losses and loss adjustment expenses to evaluate the reasonableness of the reserve for losses and loss adjustment expenses and (ii) evaluating the appropriateness of the actuarial methods and reasonableness of the [removed: assumptions,] [added: assumptions] related to loss development patterns, expected loss ratios, frequency, and severity used by management to determine the Company’s reserve for losses and loss adjustment expenses.
| ARCH CAPITAL | | | [removed: 96] [added: 98] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
| ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (U.S. dollars [added: and shares] in [removed: thousands, except share data)] [added: millions)] | | | | | | | | | | | |
| | | | December [removed: 31, | | | | | |] [added: 31, 2023] | | |
| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |
| Fixed maturities available for sale, at fair value (amortized cost: [removed: $21,281,863] [added: $24,131] and [removed: $17,973,823;] [added: $21,282;] net of allowance for credit losses: [removed: $41,355] [added: $28] and [removed: $2,883)] [added: $41)] | | | $ | [removed: 19,682,789] [added: 23,553] | | | | | $ | [removed: 17,998,109] [added: 19,683] | |
| Short-term investments available for sale, at fair value (amortized cost: [removed: $1,332,996] [added: $2,064] and [removed: $1,734,738;] [added: $1,333;] net of allowance for credit losses: $0 and $0 ) | | | [removed: 1,331,662] [added: 2,063] | | | | | | [removed: 1,734,716] [added: 1,332] | | |
| | | | At December 31, 2023 and December 31, 2022 | | | [100](#ib89e004b6a054ea2a766671057f9304f_148) | | |
| | | | [Note 1 - General](#ib89e004b6a054ea2a766671057f9304f_163) | | | [105](#ib89e004b6a054ea2a766671057f9304f_163) | | |
| | | | [Note 2 - Acquisitions](#ib89e004b6a054ea2a766671057f9304f_166) | | | [105](#ib89e004b6a054ea2a766671057f9304f_166) | | |
| | | | [Note 4 - Segment Information](#ib89e004b6a054ea2a766671057f9304f_172) | | | [114](#ib89e004b6a054ea2a766671057f9304f_172) | | |
| | | | [Note 5 - Reserve for Losses and Loss Adjustment Expenses](#ib89e004b6a054ea2a766671057f9304f_175) | | | [121](#ib89e004b6a054ea2a766671057f9304f_175) | | |
| | | | [Note 8 - Reinsurance](#ib89e004b6a054ea2a766671057f9304f_184) | | | [137](#ib89e004b6a054ea2a766671057f9304f_184) | | |
| | | | [Note 9 - Investment Information](#ib89e004b6a054ea2a766671057f9304f_187) | | | [139](#ib89e004b6a054ea2a766671057f9304f_187) | | |
| | | | [Note 10 - Fair Value](#ib89e004b6a054ea2a766671057f9304f_190) | | | [144](#ib89e004b6a054ea2a766671057f9304f_190) | | |
| | | | [Note 11 - Derivative Instruments](#ib89e004b6a054ea2a766671057f9304f_193) | | | [150](#ib89e004b6a054ea2a766671057f9304f_193) | | |
| | | | [Note 15 - Income Taxes](#ib89e004b6a054ea2a766671057f9304f_205) | | | [155](#ib89e004b6a054ea2a766671057f9304f_205) | | |
| | | | [Note 17 - Leases](#ib89e004b6a054ea2a766671057f9304f_214) | | | [159](#ib89e004b6a054ea2a766671057f9304f_214) | | |
| | | | [Note 21 - Shareholders’ Equity](#ib89e004b6a054ea2a766671057f9304f_226) | | | [163](#ib89e004b6a054ea2a766671057f9304f_226) | | |
| | | | [Note 22 - Share-Based Compensation](#ib89e004b6a054ea2a766671057f9304f_232) | | | [164](#ib89e004b6a054ea2a766671057f9304f_232) | | |
| | | | [Note 23 - Retirement Plans](#ib89e004b6a054ea2a766671057f9304f_235) | | | [167](#ib89e004b6a054ea2a766671057f9304f_235) | | |
| | | | [Note 24 - Legal Proceedings](#ib89e004b6a054ea2a766671057f9304f_238) | | | [167](#ib89e004b6a054ea2a766671057f9304f_238) | | |
| | | | [Note 25 - Statutory Information](#ib89e004b6a054ea2a766671057f9304f_241) | | | [167](#ib89e004b6a054ea2a766671057f9304f_241) | | |
*Measurement of Deferred Tax Assets related to Certain Identifiable Intangible Assets in Bermuda Entities*
As described in Note 15 to the consolidated financial statements, as of December 31, 2023, the Company recognized $1.2 billion in net deferred tax assets related to the Bermuda government’s enactment of the Bermuda Corporate Income Tax Act 2023.
As disclosed by management, the enacted legislation includes a provision referred to as the Economic Transition Adjustment, which requires Bermuda entities to establish tax basis in their assets and liabilities, excluding goodwill, based on fair value as of September 30, 2023.
The most significant deferred tax assets recognized relates to identifiable intangible assets.
Management estimated the fair value of the identifiable intangible assets using discounted cash flow models.
The significant assumptions utilized in the discounted cash flow models included the future revenue and profits expected to be generated by the identifiable intangible assets and the discount rates.
The principal considerations for our determination that performing procedures relating to the measurement of deferred tax assets related to certain identifiable intangible assets in Bermuda entities is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of certain identifiable intangible assets, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the future revenue and profits expected to be generated by the certain identifiable intangible assets and the discount rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the enactment of the Bermuda Corporate Income Tax Act 2023 including controls over the valuation of certain identifiable intangible assets related to the enactment of the Bermuda Corporate Income Tax Act 2023.
These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the certain identifiable intangible assets, (ii) evaluating the appropriateness of the discounted cash flow models used by management, (iii) testing the completeness and accuracy of the data used in the models, and (iv) evaluating the reasonableness of the significant assumptions used by management related to the future revenue and profits expected to be generated by the certain identifiable intangible assets and the discount rates.
Evaluating management’s assumptions related to the future revenue and profits expected to be generated by the identifiable intangible assets involved evaluating whether the assumptions used were reasonable considering (i) the consistency with historical revenue and profits generated by the Bermuda entities and (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow models and (ii) the reasonableness of the discount rate assumptions.
February 23, 2024
| | | | 2023 | | | | | | 2022 | | |
| Total investments | | | 33,856 | | | | | | 27,293 | | |
| Cash | | | 917 | | | | | | 855 | | |
| Accrued investment income | | | 236 | | | | | | 159 | | |
| Investment in operating affiliates | | | 1,119 | | | | | | 965 | | |
| Deferred acquisition costs | | | 1,531 | | | | | | 1,264 | | |
| Reinsurance balances payable | | | 2,000 | | | | | | 1,530 | | |
| Contractholder payables | | | 1,817 | | | | | | 1,734 | | |
| Common shares ($0.0011 par, shares issued: 591.9 and 588.3) | | | 1 | | | | | | 1 | | |
| Common shares held in treasury, at cost (shares: 218.5 and 217.9) | | | (4,424) | | | | | | (4,378) | | |
| Net premiums earned | | | $ | 12,440 | | | | | $ | 9,679 | | | | | $ | 8,082 | |
| | | | At December 31, 2022 and December 31, 2021 | | | [97](#i00be03d4520d45dcbeeb6c59c24a8334_127) | | |
| | | | [Note 1 - General](#i00be03d4520d45dcbeeb6c59c24a8334_142) | | | [102](#i00be03d4520d45dcbeeb6c59c24a8334_142) | | |
| | | | [Note 2 - Acquisitions](#i00be03d4520d45dcbeeb6c59c24a8334_145) | | | [102](#i00be03d4520d45dcbeeb6c59c24a8334_145) | | |
| | | | [Note 4 - Segment Information](#i00be03d4520d45dcbeeb6c59c24a8334_151) | | | [111](#i00be03d4520d45dcbeeb6c59c24a8334_151) | | |
| | | | [Note 8 - Reinsurance](#i00be03d4520d45dcbeeb6c59c24a8334_163) | | | [134](#i00be03d4520d45dcbeeb6c59c24a8334_163) | | |
| | | | [Note 9 - Investment Information](#i00be03d4520d45dcbeeb6c59c24a8334_166) | | | [136](#i00be03d4520d45dcbeeb6c59c24a8334_166) | | |
| | | | [Note 10 - Fair Value](#i00be03d4520d45dcbeeb6c59c24a8334_169) | | | [142](#i00be03d4520d45dcbeeb6c59c24a8334_169) | | |
| | | | [Note 11 - Derivative Instruments](#i00be03d4520d45dcbeeb6c59c24a8334_172) | | | [148](#i00be03d4520d45dcbeeb6c59c24a8334_172) | | |
| | | | [Note 15 - Income Taxes](#i00be03d4520d45dcbeeb6c59c24a8334_184) | | | [153](#i00be03d4520d45dcbeeb6c59c24a8334_184) | | |
| | | | [Note 17 - Leases](#i00be03d4520d45dcbeeb6c59c24a8334_190) | | | [157](#i00be03d4520d45dcbeeb6c59c24a8334_190) | | |
| | | | [Note 21 - Shareholders’ Equity](#i00be03d4520d45dcbeeb6c59c24a8334_202) | | | [161](#i00be03d4520d45dcbeeb6c59c24a8334_202) | | |
| | | | [Note 23 - Retirement Plans](#i00be03d4520d45dcbeeb6c59c24a8334_211) | | | [165](#i00be03d4520d45dcbeeb6c59c24a8334_211) | | |
| | | | [Note 24 - Legal Proceedings](#i00be03d4520d45dcbeeb6c59c24a8334_214) | | | [165](#i00be03d4520d45dcbeeb6c59c24a8334_214) | | |
| | | | [Note 25 - Statutory Information](#i00be03d4520d45dcbeeb6c59c24a8334_217) | | | [165](#i00be03d4520d45dcbeeb6c59c24a8334_217) | | |
February 24, 2023
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total investments | | | 27,292,927 | | | | | | 26,588,156 | | |
| Cash | | | 855,118 | | | | | | 858,668 | | |
| Accrued investment income | | | 158,680 | | | | | | 85,453 | | |
| Investment in operating affiliates | | | 964,604 | | | | | | 1,135,655 | | |
| Reinsurance balances payable | | | 1,529,919 | | | | | | 1,583,253 | | |
| Contractholder payables | | | 1,733,984 | | | | | | 1,832,127 | | |
| Common shares ($0.0011 par, shares issued: 588,250,762 and 583,289,850) | | | 654 | | | | | | 648 | | |
| Common shares held in treasury, at cost (shares: 217,904,765 and 204,365,956) | | | (4,377,920) | | | | | | (3,761,095) | | |
| Net premiums earned | | | $ | 9,678,077 | | | | | $ | 8,082,298 | | | | | $ | 6,991,935 | |
| Net realized gains (losses) | | | (662,734) | | | | | | 379,845 | | | | | | 823,460 | | |
| Total revenues | | | 9,614,808 | | | | | | 9,249,980 | | | | | | 8,508,509 | | |
| Acquisition expenses | | | 1,739,580 | | | | | | 1,303,178 | | | | | | 1,004,842 | | |
| Other operating expenses | | | 1,128,175 | | | | | | 998,595 | | | | | | 875,176 | | |
| Interest expense | | | 130,266 | | | | | | 139,470 | | | | | | 143,456 | | |
| Total expenses | | | 8,126,315 | | | | | | 7,146,629 | | | | | | 6,947,726 | | |
| Basic | | | $ | 3.90 | | | | | $ | 5.34 | | | | | $ | 3.38 | |
| Basic | | | 368,612,197 | | | | | | 391,748,715 | | | | | | 403,062,179 | | |
| Diluted | | | 377,609,767 | | | | | | 400,345,936 | | | | | | 410,259,455 | | |
| Balance at beginning of year | | | 2,085,075 | | | | | | 1,977,794 | | | | | | 1,889,683 | | |
| Balance at beginning of year | | | 14,455,868 | | | | | | 12,362,463 | | | | | | 11,021,006 | | |
| Cumulative effect of an accounting change | | | — | | | | | | — | | | | | | (22,452) | | |
| Balance at beginning of year, as adjusted | | | 14,455,868 | | | | | | 12,362,463 | | | | | | 10,998,554 | | |
| Balance at end of year | | | 15,892,065 | | | | | | 14,455,868 | | | | | | 12,362,463 | | |
An excerpt. Shown here: 40 of 897 rewritten, 40 of 772 added and 40 of 669 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9A. CONTROLS AND PROCEDURES
9 rewritten, 0 added, 0 removed, 16 unchanged
In connection with the filing of this Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, conducted an [removed: evaluation,] [added: evaluation of our disclosure controls and procedures,] as of December 31, [removed: 2022,] [added: 2023,] for the purposes set forth in the applicable rules under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded [removed: that] [added: that, as of December 31, 2023,] the disclosure controls and procedures [removed: are] [added: were] effective.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate [removed: because of changes in conditions, or the degree of]
[added: because of changes in conditions, or the degree of] compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
Based on our assessment, management determined that, as of December 31, [removed: 2022,] [added: 2023,] our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Item 8.
There have been no changes in internal control over financial reporting that occurred in connection with our evaluation required pursuant to Rules 13a-15 and 15d-15 under the Exchange Act during the fiscal quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, [added: our] internal control over financial reporting.
| ARCH CAPITAL | | | [removed: 169] [added: 171] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
Item 9B. OTHER INFORMATION
0 rewritten, 1 added, 1 removed, 0 unchanged
During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
None.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 4 unchanged
The information required by this item is incorporated by reference from the information to be included in our definitive proxy statement (“Proxy Statement”) for our annual meeting of shareholders to be held in [removed: 2023,] [added: 2024,] which we intend to file with the SEC pursuant to Regulation 14A no later than 120 days after the end of the Company’s fiscal year which ended on December 31, [removed: 2022.][added: 2023.]
Item 11. EXECUTIVE COMPENSATION
2 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this item is incorporated by reference from the information to be included in the Proxy Statement which we intend to file pursuant to Regulation 14A with the SEC no later than 120 days after the end of the Company’s fiscal year ended on December 31, [removed: 2022,] [added: 2023,] which Proxy Statement is incorporated by reference.
| ARCH CAPITAL | | | [removed: 170] [added: 172] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
7 rewritten, 1 added, 1 removed, 8 unchanged
Other than the information set forth below, the information required by this item is incorporated by reference from the information to be included in the Proxy Statement which we intend to file pursuant to Regulation 14A with the SEC no later than 120 days after the end of the Company’s fiscal year ended on December 31, [removed: 2022,] [added: 2023,] which Proxy Statement is incorporated by reference.
The following information is as of December 31, [removed: 2022:][added: 2023:]
| Equity compensation plans approved by security holders | | | [removed: 14,977,904] [added: 12.9] | | | | | | $ | [removed: 28.17] [added: 31.14] | | | | | [removed: 15,124,700] [added: 17.2] | | | | | |
(1) Includes all vested and unvested stock options outstanding of [removed: 14,420,901] [added: 12.5 million] and restricted stock and performance units outstanding of [removed: 557,003.][added: 0.4 million.]
In addition, the weighted average remaining contractual life of the Company's outstanding exercisable stock options and SARs at December 31, [removed: 2022] [added: 2023] was [removed: 4.4] [added: 4.1] years.
(2) Includes [removed: 1,041,837] [added: 3.6 million] common shares remaining available for future issuance under our Employee Share Purchase Plan and [removed: 14,082,863] [added: 13.6 million] common shares remaining available for future issuance under our equity compensation plans.
In addition, [removed: 10,476,836] [added: 9.4 million] common shares, or [removed: 69.3%] [added: 54.7%] of the [removed: 15,124,700] [added: 17.2 million] common shares remaining available for future issuance may be issued in connection with full value awards (*i.e*., awards other than stock options or SARs).
| Total | | | 12.9 | | | | | | $ | 31.14 | | | | | 17.2 | | | (2) | | |
| Total | | | 14,977,904 | | | | | | $ | 28.17 | | | | | 15,124,700 | | | (2) | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference from the information to be included in the Proxy Statement which we intend to file pursuant to Regulation 14A with the SEC no later than 120 days after the end of the Company’s fiscal year ended on December 31, [removed: 2022,] [added: 2023,] which Proxy Statement is incorporated by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 3 unchanged
The information required by this item is incorporated by reference from the information to be included in our Proxy Statement which we intend to file pursuant to Regulation 14A with the SEC no later than 120 days after the end of the Company’s fiscal year ended on December 31, [removed: 2022,] [added: 2023,] which Proxy Statement is incorporated by reference.
| ARCH CAPITAL | | | [removed: 171] [added: 173] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
87 rewritten, 58 added, 46 removed, 281 unchanged
| [II. Condensed Financial Information of [removed: Registrant](#i00be03d4520d45dcbeeb6c59c24a8334_259)] [added: Registrant](#ib89e004b6a054ea2a766671057f9304f_283)] | | | | | | | | |
| | | | As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [178](#i00be03d4520d45dcbeeb6c59c24a8334_259)] [added: [180](#ib89e004b6a054ea2a766671057f9304f_283)] | | |
| [III. Supplementary Insurance [removed: Information](#i00be03d4520d45dcbeeb6c59c24a8334_262)] [added: Information](#ib89e004b6a054ea2a766671057f9304f_286)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [181](#i00be03d4520d45dcbeeb6c59c24a8334_262)] [added: [183](#ib89e004b6a054ea2a766671057f9304f_286)] | | |
| | | | For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [182](#i00be03d4520d45dcbeeb6c59c24a8334_265)] [added: [184](#ib89e004b6a054ea2a766671057f9304f_289)] | | |
| [VI. Supplementary Information for Property and Casualty Insurance [removed: Underwriters](#i00be03d4520d45dcbeeb6c59c24a8334_268)] [added: Underwriters](#ib89e004b6a054ea2a766671057f9304f_292)] | | | | | | | | |
| | | | For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [183](#i00be03d4520d45dcbeeb6c59c24a8334_268)] [added: [185](#ib89e004b6a054ea2a766671057f9304f_292)] | | |
| ARCH CAPITAL | | | [removed: 172] [added: 174] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
| 3.5 | | | | | | [Specimen Series [removed: G](http://www.sec.gov/Archives/edgar/data/947484/000094748421000078/exhibit42toformofsharecert.htm) [Non-Cumulative] [added: G Non-Cumulative] Preferred Share Certificate](http://www.sec.gov/Archives/edgar/data/947484/000094748421000078/exhibit42toformofsharecert.htm) | | | | | | 8-K | | | | | | 4.2 | | | | | | June 11, 2021 | | | | | | | | |
| 10.2.3 | | | | | | [Second Amendment to Third Amended and Restated ACGL Incentive Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/947484/000094748422000015/ex1023.htm)] [added: Plan†](http://www.sec.gov/Archives/edgar/data/947484/000094748422000015/ex1023.htm)] | | | | | | 10-K | | | | | | 4.8 | | | | | | February 25, 2022 | | | | | | | | |
| 10.3.5 | | | | | | [ACGL Amended and Restated 2007 Employee Share Purchase Plan†](http://www.sec.gov/Archives/edgar/data/947484/000094748416000049/a2016defproxy.htm) | | | | | | DEF 14A | | | | | | | | | | | | March 23, [removed: 2016] [added: 2023] | | | | | | | | |
| ARCH CAPITAL | | | [removed: 173] [added: 175] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
| ARCH CAPITAL | | | [removed: 174] [added: 176] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
| 21 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/947484/000094748423000015/a2022ex21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/947484/000094748424000020/a2023ex21.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 23 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/947484/000094748423000015/a2022ex23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/947484/000094748424000020/a2023ex23.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 24 | | | | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/947484/000094748423000015/a2022ex24.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/947484/000094748424000020/a2023ex24.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748423000015/a2022ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748424000020/a2023ex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748423000015/a2022ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748424000020/a2023ex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748423000015/a2022ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748424000020/a2023ex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748423000015/a2022ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/947484/000094748424000020/a2023ex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 101 | | | | | | The following financial information from ACGL’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020;] [added: 2021;] and (vi) Notes to Consolidated Financial Statements | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| ARCH CAPITAL | | | [removed: 175] [added: 177] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
| Marc Grandisson | | | Chief Executive Officer (Principal Executive Officer) | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| François Morin | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Treasurer | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| John M. Pasquesi | | | Chairman of the Board | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| John L. Bunce, Jr. | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| Eric W. Doppstadt | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| Francis Ebong | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| Laurie S. Goodman | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| ARCH CAPITAL | | | [removed: 176] [added: 178] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
| Moira Kilcoyne | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| Eileen Mallesch | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| Louis J. Paglia | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| Brian S. Posner | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| Eugene S. Sunshine | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| John D. Vollaro | | | Director | | | February [removed: 24, 2023] [added: 23, 2024] | | |
| ARCH CAPITAL | | | [removed: 177] [added: 179] | | | [removed: 2022] [added: 2023] FORM 10-K | | |
(U.S. dollars in [removed: thousands)][added: millions)]
| | | | [removed: 2022 | | | | | | 2021 | | | | | |] [added: 2023] | | | | | | [added: 2022] | | | | | | [added: 2021] | | |
| Total investments | | | $ | [removed: 7,282] [added: 17] | | | | | $ | [removed: 2,038] [added: 7] | | | | | | | | | | | | | | | | | | | |
| [IV. Reinsurance](#ib89e004b6a054ea2a766671057f9304f_289) | | | | | | | | |
| 10.2.4 | | | | | | [Third Amendment to Third Amended and Restated ACGL Incentive Compensation Plan†](http://www.sec.gov/Archives/edgar/data/947484/000094748423000057/ex101incentivecompensation.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | May 4, 2023 | | | | | | | | |
| 10.18.5 | | | | | | [Fourth Amended and Restated Credit Agreement, dated as of August 23, 2023, by and among Arch Capital Group Ltd., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the lenders party thereto](http://www.sec.gov/Archives/edgar/data/947484/000094748423000102/ex101creditagreement11923.htm)[(1)](http://www.sec.gov/Archives/edgar/data/947484/000094748423000102/ex101creditagreement11923.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | November 9, 2023 | | | | | | | | |
| 10.19 | | | | | | [Letter of Credit Facility Agreement, dated as of September 27, 2023, by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank Corporate Markets plc, as the L/C Issuer](http://www.sec.gov/Archives/edgar/data/947484/000094748423000089/ex101lloydsfacilityagreeme.htm)[(1)](http://www.sec.gov/Archives/edgar/data/947484/000094748423000089/ex101lloydsfacilityagreeme.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | October 2, 2023 | | | | | | | | |
| 10.20 | | | | | | [Amendment No. 3 and Joinder to Letter of Credit Facility Agreement, dated as of October 25, 2023, by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank Corporate Markets plc, as the Administrative Agent and L/C Agent.](http://www.sec.gov/Archives/edgar/data/947484/000094748423000095/amendmentno3.htm)[(1)](http://www.sec.gov/Archives/edgar/data/947484/000094748423000095/amendmentno3.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | October 30, 2023 | | | | | | | | |
| 97.1 | | | | | | [Policy relating to recovery of erroneously awarded compensation, as required by Nasdaq listing standards adopted pursuant to 17 CFR 240.10D.](https://www.sec.gov/Archives/edgar/data/947484/000094748424000020/ex971.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |
(1) Certain schedules and exhibits have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the SEC upon request.
February 23, 2024
| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |
| Cash | | | 9 | | | | | | 11 | | | | | | | | | | | | | | | | | | | | |
| Total assets | | | $ | 19,678 | | | | | $ | 14,234 | | | | | | | | | | | | | | | | | | | |
| Senior notes | | | $ | 1,287 | | | | | $ | 1,287 | | | | | | | | | | | | | | | | | | | |
| Total liabilities | | | 1,325 | | | | | | 1,324 | | | | | | | | | | | | | | | | | | | | |
| Common shares ($0.0011 par, shares issued: 591.9 and 588.3) | | | 1 | | | | | | 1 | | | | | | | | | | | | | | | | | | | | |
| Common shares held in treasury, at cost (shares: 218.5 and 217.9) | | | (4,424) | | | | | | (4,378) | | | | | | | | | | | | | | | | | | | | |
(U.S. dollars in millions)
| Total expenses | | | 152 | | | | | | 145 | | | | | | 131 | | |
| Income tax (expense) benefit | | | 41 | | | | | | — | | | | | | — | | |
| Equity in net income of subsidiaries | | | 4,553 | | | | | | 1,593 | | | | | | 2,287 | | |
(U.S. dollars in millions)
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
(U.S. dollars in millions)
| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Insurance | | | $566 | | | $12,250 | | | $3,917 | | | $5,446 | | | NM | | | $3,122 | | | $1,055 | | | $819 | | | $5,862 | | |
| Reinsurance | | | 901 | | | 9,924 | | | 4,254 | | | 5,836 | | | NM | | | 3,227 | | | 1,240 | | | 288 | | | 6,554 | | |
| Mortgage | | | 64 | | | 578 | | | 637 | | | 1,158 | | | NM | | | (103) | | | 17 | | | 194 | | | 1,052 | | |
| Total | | | $1,531 | | | $22,752 | | | $8,808 | | | $12,440 | | | NM | | | $6,246 | | | $2,312 | | | $1,301 | | | $13,468 | | |
| Insurance | | | $301 | | | $11,017 | | | $3,382 | | | $4,560 | | | NM | | | $2,784 | | | $887 | | | $665 | | | $5,021 | | |
| Reinsurance | | | 992 | | | 8,306 | | | 3,206 | | | 3,959 | | | NM | | | 2,568 | | | 813 | | | 268 | | | 4,924 | | |
| Mortgage | | | (30) | | | 709 | | | 749 | | | 1,160 | | | NM | | | (324) | | | 40 | | | 195 | | | 1,133 | | |
| Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | | $1,263 | | | $20,032 | | | $7,337 | | | $9,679 | | | NM | | | $5,028 | | | $1,740 | | | $1,128 | | | $11,078 | | |
| Insurance | | | $378 | | | $9,811 | | | $2,938 | | | $3,625 | | | NM | | | $2,345 | | | $606 | | | $559 | | | $4,149 | | |
| Reinsurance | | | 424 | | | 6,879 | | | 2,263 | | | 2,841 | | | NM | | | 1,925 | | | 537 | | | 214 | | | 3,254 | | |
| Mortgage | | | 99 | | | 1,068 | | | 811 | | | 1,283 | | | NM | | | 57 | | | 97 | | | 193 | | | 1,261 | | |
| Other | | | | | | | | | | | | 333 | | | NM | | | 258 | | | 63 | | | 33 | | | 353 | | |
| Total | | | $901 | | | $17,758 | | | $6,012 | | | $8,082 | | | NM | | | $4,585 | | | $1,303 | | | $999 | | | $9,017 | | |
| [IV. Reinsurance](#i00be03d4520d45dcbeeb6c59c24a8334_265) | | | | | | | | |
February 24, 2023
| * | | | | | | | | |
| Thomas R. Watjen | | | Director | | | February 24, 2023 | | |
| Cash | | | 11,393 | | | | | | 16,317 | | | | | | | | | | | | | | | | | | | | |
| Total assets | | | $ | 14,233,879 | | | | | $ | 14,856,871 | | | | | | | | | | | | | | | | | | | |
| Senior notes | | | $ | 1,286,567 | | | | | $ | 1,286,208 | | | | | | | | | | | | | | | | | | | |
| Total liabilities | | | 1,323,806 | | | | | | 1,310,975 | | | | | | | | | | | | | | | | | | | | |
| Common shares ($0.0011 par, shares issued: 588,250,762 and 583,289,850) | | | 654 | | | | | | 648 | | | | | | | | | | | | | | | | | | | | |
| Common shares held in treasury, at cost (shares: 217,904,765 and 204,365,956) | | | (4,377,920) | | | | | | (3,761,095) | | | | | | | | | | | | | | | | | | | | |
| Net realized gains (losses) | | | 29 | | | | | | — | | | | | | (2,110) | | |
| Net foreign exchange (gains) losses | | | (1) | | | | | | 7 | | | | | | 3 | | |
| Total expenses | | | 144,755 | | | | | | 130,566 | | | | | | 106,014 | | |
| Equity in net income of subsidiaries | | | 1,592,929 | | | | | | 2,286,481 | | | | | | 1,514,029 | | |
| Proceeds from borrowings | | | — | | | | | | — | | | | | | 988,393 | | |
| Insurance | | | $301,398 | | | $11,017,327 | | | $3,381,810 | | | $4,559,335 | | | NM | | | $2,782,945 | | | $885,866 | | | $665,472 | | | $5,020,642 | | |
| Reinsurance | | | 992,339 | | | 8,305,854 | | | 3,206,284 | | | 3,959,381 | | | NM | | | 2,568,843 | | | 813,555 | | | 267,531 | | | 4,923,976 | | |
| Mortgage | | | (29,867) | | | 708,762 | | | 748,908 | | | 1,159,361 | | | NM | | | (324,271) | | | 40,159 | | | 195,172 | | | 1,132,571 | | |
| Total | | | $1,263,870 | | | $20,031,943 | | | $7,337,002 | | | $9,678,077 | | | NM | | | $5,027,517 | | | $1,739,580 | | | $1,128,175 | | | $11,077,189 | | |
| Insurance | | | $378,265 | | | $9,810,622 | | | $2,937,664 | | | $3,626,468 | | | NM | | | $2,344,365 | | | $606,265 | | | $558,906 | | | $4,148,193 | | |
| Reinsurance | | | 424,390 | | | 6,878,721 | | | 2,263,264 | | | 2,840,443 | | | NM | | | 1,924,719 | | | 536,754 | | | 212,810 | | | 3,254,374 | | |
| Mortgage | | | 99,186 | | | 1,067,813 | | | 811,014 | | | 1,283,419 | | | NM | | | 56,677 | | | 97,418 | | | 194,010 | | | 1,261,068 | | |
| Other | | | | | | | | | | | | 331,968 | | | NM | | | 259,042 | | | 62,741 | | | 32,869 | | | 354,702 | | |
| Total | | | $901,841 | | | $17,757,156 | | | $6,011,942 | | | $8,082,298 | | | NM | | | $4,584,803 | | | $1,303,178 | | | $998,595 | | | $9,018,337 | | |
| December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Insurance | | | $254,833 | | | $8,989,930 | | | $2,334,225 | | | $2,871,420 | | | NM | | | $2,092,453 | | | $418,483 | | | $489,153 | | | $3,162,907 | | |
| Reinsurance | | | 278,422 | | | 5,027,742 | | | 1,356,983 | | | 2,162,229 | | | NM | | | 1,628,320 | | | 354,048 | | | 168,011 | | | 2,457,370 | | |
| Mortgage | | | 203,748 | | | 976,673 | | | 740,043 | | | 1,397,935 | | | NM | | | 528,344 | | | 134,240 | | | 162,202 | | | 1,279,850 | | |
| Other | | | 53,705 | | | 1,519,583 | | | 407,714 | | | 560,351 | | | NM | | | 440,482 | | | 98,071 | | | 55,810 | | | 537,589 | | |
| Total | | | $790,708 | | | $16,513,928 | | | $4,838,965 | | | $6,991,935 | | | NM | | | $4,689,599 | | | $1,004,842 | | | $875,176 | | | $7,437,716 | | |
| Reinsurance | | | 395,063 | | | | | | (2,024,462) | | | | | | 6,553,375 | | | | | | 4,923,976 | | | | | | 133.1 | | % |
| Mortgage | | | 1,256,366 | | | | | | (322,400) | | | | | | 198,605 | | | | | | 1,132,571 | | | | | | 17.5 | | % |
| Total | | | $ | 8,540,787 | | | | | $ | (4,249,258) | | | | | $ | 6,785,660 | | | | | $ | 11,077,189 | | | | | 61.3 | | % |
| Insurance | | | $ | 5,833,873 | | | | | $ | (1,719,541) | | | | | $ | 33,861 | | | | | $ | 4,148,193 | | | | | 0.8 | | % |
| Reinsurance | | | 408,520 | | | | | | (1,839,556) | | | | | | 4,685,410 | | | | | | 3,254,374 | | | | | | 144.0 | | % |
| Mortgage | | | 1,213,333 | | | | | | (246,757) | | | | | | 294,492 | | | | | | 1,261,068 | | | | | | 23.4 | | % |
| Other | | | 251,106 | | | | | | (102,763) | | | | | | 206,359 | | | | | | 354,702 | | | | | | 58.2 | | % |
| Total | | | $ | 7,706,832 | | | | | $ | (3,734,150) | | | | | $ | 5,045,655 | | | | | $ | 9,018,337 | | | | | 55.9 | | % |
| Insurance | | | $ | 4,659,416 | | | | | $ | (1,525,655) | | | | | $ | 29,146 | | | | | $ | 3,162,907 | | | | | 0.9 | | % |
| Reinsurance | | | 305,435 | | | | | | (1,014,716) | | | | | | 3,166,651 | | | | | | 2,457,370 | | | | | | 128.9 | | % |
An excerpt. Shown here: 40 of 87 rewritten, 40 of 58 added and 40 of 46 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2023 filing and the FY2022 filing.
Item 16. FORM 10-K SUMMARY
1 rewritten, 0 added, 0 removed, 3 unchanged
| ARCH CAPITAL | | | [removed: 183] [added: 185] | | | [removed: 2022] [added: 2023] FORM 10-K | | |