Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

55K characters. Original on sec.gov · Markdown

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements, Financial Statement Schedules and Exhibits.
1. Financial Statements
Included in Part II – see Item 8 of this report.
2. Financial Statement Schedules
Page No.
II. Condensed Financial Information of Registrant
As of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023 and 2022180
III. Supplementary Insurance Information
For the years ended December 31, 2024, 2023 and 2022183
IV. Reinsurance
For the years ended December 31, 2024, 2023 and 2022184
VI. Supplementary Information for Property and Casualty Insurance Underwriters
For the years ended December 31, 2024, 2023 and 2022185

Schedules other than those listed above are omitted for the reason that they are not applicable or the information is provided in Item 8 of this report.

ARCH CAPITAL1742024 FORM 10-K

3. Exhibits

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormOriginal NumberDate FiledFiled Herewith
3.1Memorandum of Association of ACGLS-43.1September 8, 2000
3.2Bye-Laws of ACGL10-Q3August 5, 2016
3.3ACGL Certificate of Deposit of Memorandum of Increase of Share Capital10-K3.3February 28, 2011
4.1Indenture, dated as of May 4, 2004, between ACGL, as issuer, and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank) (“JPMCB”), as trustee8-K99.2May 7, 2004
4.2First Supplemental Indenture, dated as of May 4, 2004, between ACGL, as issuer, and JPMCB, as trustee8-K99.3May 7, 2004
4.3Second Supplemental Indenture, dated as of June 30, 2020, by and between Arch Capital Group Ltd. and The Bank of New York Mellon (including the form of Global Notes for the Notes).8-K4.2June 30, 2020
4.4.1Indenture, dated as of December 13, 2013, among Arch Capital Group (U.S.) Inc. (“Arch U.S.”), as issuer, ACGL, as guarantor, and The Bank of New York Mellon (“BNYM”), as trustee8-K4.1December 13, 2013
4.4.2First Supplemental Indenture, dated as of December 13, 2013, among Arch U.S., as issuer, ACGL, as guarantor, and BNYM, as trustee8-K4.2December 13, 2013
4.4.3Second Supplemental Indenture, dated as of May 10, 2018, among Arch Capital Finance LLC, as issuer, ACGL, as guarantor, and BNYM, as trustee8-K4.1May 15, 2018
4.5.1Deposit Agreement, dated August 17, 2017, between ACGL, as issuer, and AST, as depositary, registrar and transfer agent and as dividend disbursing agent and redemption agent, and the holders from time to time of the depositary receipts8-K4.3August 17, 2017
4.5.2Deposit Agreement, dated June 11, 2021, between ACGL, as issuer, and AST, as depositary, registrar and transfer agent and as dividend disbursing agent and redemption agent, and the holders from time to time of the depositary receipts8-K4.3June 11, 2021
4.6.1Form of Depositary Receipt, dated August 17, 20178-K4.4August 17, 2017
4.6.2Form of Depositary Receipt, dated June 11, 20218-K4.4June 11, 2021
4.7.1Indenture, dated as of December 8, 2016, among Arch Capital Finance LLC, as issuer, ACGL, as guarantor, and BNYM, as trustee8-K4.1December 9, 2016
4.7.2First Supplemental Indenture, dated as of December 8, 2016, among Arch Capital Finance LLC, as issuer, ACGL, as guarantor, and BNYM, as trustee8-K4.2December 9, 2016
4.8.1Certificate of Designations of Series F Non-Cumulative Preferred Shares8-K4.1August 17, 2017
4.8.2Certificate of Designations of Series G Non-Cumulative Preferred Shares8-K4.1June 11, 2021
4.8.3Specimen Common Share Certificate10-K4.1April 2, 2001
4.8.4Specimen Series F Non-Cumulative Preferred Share Certificate8-K4.2August 17, 2017
4.8.5Specimen Series G Non-Cumulative Preferred Share Certificate8-K4.2June 11, 2021
4.9Description of Securities10-K4.8February 25, 2022
10.1.1Third Amended and Restated ACGL Incentive Compensation Plan†10-Q10.7August 5, 2016
10.1.2First Amendment to Third Amended and Restated ACGL Incentive Compensation Plan†10-Q10.1May 5, 2017
10.1.3Second Amendment to Third Amended and Restated ACGL Incentive Compensation Plan†10-K10.2.3February 25, 2022
10.1.4Third Amendment to Third Amended and Restated ACGL Incentive Compensation Plan†10-Q10.1May 4, 2023
10.2.1ACGL 2015 Long Term Incentive and Share Award Plan†DEF 14AMarch 26, 2015
10.2.2ACGL 2018 Long Term Incentive and Share Award Plan†DEF 14AMarch 28, 2018
10.2.3ACGL Amended and Restated 2007 Employee Share Purchase Plan†DEF 14AMarch 23, 2023
10.2.4ACGL 2022 Long Term Incentive and Share Award Plan†8-K10.1May 4, 2022
10.3.1Form of Restricted Share Agreement for Named Executive Officers and certain Executive Officers of ACGL and subsidiaries†10-Q10.3August 8, 2018
10.3.2Form of Restricted Share Agreement between ACGL and each of the Non-Employee Directors of ACGL†10-Q10.6August 8, 2018
10.3.3Form of Performance Restricted Share Agreement for Named Executive Officers and certain Executive Officers of ACGL and subsidiaries†10-Q10.5August 8, 2018
10.3.4Form of Non-Qualified Stock Option Agreement, dated as of May 13, 2015, between ACGL and each of Marc Grandisson†10-Q10.3August 7, 2015
ARCH CAPITAL1752024 FORM 10-K
10.3.5Form of Non-Qualified Stock Option Agreement, dated as of May 13, 2016, between ACGL and each of Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T. Petrillo†10-Q10.3August 5, 2016
10.3.6Form of Non-Qualified Stock Option Agreement, dated as of May 8, 2017, between ACGL and each of Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T. Petrillo†10-Q10.5August 4, 2017
10.3.7Non-Qualified Stock Option Agreement, dated as of September 19, 2017, between ACGL and Maamoun Rajeh†10-K10.5.6February 28, 2018
10.3.8Non-Qualified Stock Option Agreement, dated as of September 19, 2017, between ACGL and Nicolas Papadopoulo†10-K10.5.7February 28, 2018
10.3.9Form of Non-Qualified Stock Option Agreement for Named Executive Officers and certain Executive Officers of ACGL and subsidiaries†10-Q10.4August 8, 2018
10.3.10Non-Qualified Stock Option Agreement, dated as of April 9, 2018, between ACGL and Marc Grandisson†10-Q10.5May 9, 2018
10.4.1Employment Agreement, dated as of October 27, 2008, between ACGL and John D. Vollaro†8-K10.1October 28, 2008
10.4.2Amendment to Employment Agreement, dated February 27, 2015, between ACGL and John D. Vollaro†10-Q10.1May 8, 2015
10.4.3Second Amendment to Employment Agreement, dated as of January 1, 2018, between ACGL and John D. Vollaro†10-Q10.1May 9, 2018
10.5Employment Agreement, dated as of September 19, 2017 between ACGL and Maamoun Rajeh†10-Q10.26November 3, 2017
10.6Employment Agreement, dated as of September 19, 2017 between ACGL and Nicholas Papadopoulo†10-Q10.27November 3, 2017
10.7Employment Agreement, dated as of May 25, 2018, between ACGL and François Morin†8-K/A10.1July 26, 2018
10.8Employment Agreement, dated as of April 9, 2018, between ACGL and Marc Grandisson†8-K/A10.1April 11, 2018
10.9Employment Agreement, dated as of November 13, 2018, between Arch Capital Services Inc. and Louis Petrillo†10-K10.16February 28, 2019
10.10Employment Agreement dated as of October 1,2019 between Arch Capital Group Ltd. and David Gansberg †10-K10.16February 28, 2020
10.11Employment Agreement dated as of May 7, 2021 between Arch Capital Group Ltd. and Christine Todd †10-Q10.1August 5, 2021
10.12Arch U.S. Executive Supplemental Non-Qualified Savings and Retirement Plan†10-K10.24March 2, 2009
10.13.1Third Amended and Restated Credit Agreement, dated as of December 17, 2019, by and among ACGL, certain of its subsidiaries as subsidiary borrowers, Bank of America, N.A., as Administrative Agent, Fronting Bank and L/C Administrator, and the lenders party thereto8-K10.1December 18, 2019
10.13.2First Amendment to Third Amended and Restated Credit Agreement, dated as of August 12, 2020 by and among Arch Capital Group Ltd., the other Loan Parties party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent.10-Q10.1November 4, 2021
10.13.3The LIBOR Transition Amendment to the Third Amended and Restated Credit Agreement, dated as of September 29, 2021.10-Q10.2November 4, 2021
10.13.4Second Amendment to Third Amended and Restated Credit Agreement, effective as of April 7, 2022, by and among Arch Capital Group Ltd., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the lenders party thereto8-K10.1April 12, 2022
10.13.5Fourth 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(1)10-Q10.1November 9, 2023
10.14Letter 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 Issuer8-K10.1October 2, 2023
10.15Amendment 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.8-K10.1October 30, 2023
10.16.1Master Transaction Agreement, dated as of April 5, 2024, by and between Allianz Global Risks US Insurance Company and Arch Capital Group Ltd.8-K10.1April 5, 2024
10.16.2Amendment No. 1 to Master Transaction Agreement, dated as of August 1, 2024, by and among Arch Capital Group Ltd., Allianz Global Risks US Insurance.8-K2.2August 1, 2024
10.17Amendment to Employment Agreement, dated as of October 13, 2024, between ACGL and Nicolas Papadopoulo †10-Q10.2November 7, 2024
10.18Amendment No. 4 to Letter of Credit Facility Agreement dated as of October 30, 2024 by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank.8-K10.1November 4, 2024
ARCH CAPITAL1762024 FORM 10-K
10.19Amendment to Employment Agreement, dated as of November 7, 2024, between Arch U.S. MI Services Inc. and David Gansberg †8-K10.1November 8, 2024
10.20Amendment to Employment Agreement, dated as of November 7, 2024, between Arch Capital Group Ltd. and Maamoun Rajeh †8-K10.2November 8, 2024
10.21Form of Non-Qualified Stock Option Outperformance Award Agreement for Named Executive Officers and certain Executive Officers of ACGL and subsidiaries†X
10.22Form of Restricted Share Outperformance Award Agreement between ACGL and each of Nicolas Papadopoulo, Maamoun Rajeh and David Gansberg†X
10.23Form of Restricted Share Outperformance Award Agreement between ACGL and each of François Morin, Christine Todd and certain other Executive Officers of ACGL†X
10.24Second Amendment to Employment Agreement, dated as of December 11, 2024, between Arch Capital Group (U.S.) Inc. and David Gansberg†X
19.1Policy Statement on Insider Trading and Confidential InformationX
21Subsidiaries of RegistrantX
23Consent of PricewaterhouseCoopers LLPX
24Power of AttorneyX
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1Policy relating to recovery of erroneously awarded compensation, as required by Nasdaq listing standards adopted pursuant to 17 CFR 240.10D.10-K97.1February 23, 2024
101The following financial information from ACGL’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, 2024 and 2023; (ii) Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) Notes to Consolidated Financial StatementsX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Management contract or compensatory plan or arrangement.

ARCH CAPITAL1772024 FORM 10-K

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARCH CAPITAL GROUP LTD. (Registrant)
By:/s/ Nicolas Papadopoulo
Name:Nicolas Papadopoulo
Title:Chief Executive Officer (Principal Executive Officer)

February 27, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

NameTitleDate
/s/ Nicolas Papadopoulo
Nicolas PapadopouloChief Executive Officer (Principal Executive Officer)February 27, 2025
/s/ François Morin
François MorinExecutive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and TreasurerFebruary 27, 2025
*
John M. PasquesiChair of the BoardFebruary 27, 2025
*
John L. Bunce, Jr.DirectorFebruary 27, 2025
*
Francis EbongDirectorFebruary 27, 2025
*
Laurie S. GoodmanDirectorFebruary 27, 2025
*
Daniel J. HoustonDirectorFebruary 27, 2025
ARCH CAPITAL1782024 FORM 10-K
NameTitleDate
*
Moira KilcoyneDirectorFebruary 27, 2025
*
Eileen MalleschDirectorFebruary 27, 2025
*
Alexander MoczarskiDirectorFebruary 27, 2025
*
Brian S. PosnerDirectorFebruary 27, 2025
*
Eugene S. SunshineDirectorFebruary 27, 2025
*
Neal TriplettDirectorFebruary 27, 2025
*
John D. VollaroDirectorFebruary 27, 2025

  • By François Morin, as attorney-in-fact and agent, pursuant to a power of attorney, a copy of which has been filed with the Securities and Exchange Commission as Exhibit 24 to this report.
/s/ François Morin
Name:François Morin Attorney-in-Fact
ARCH CAPITAL1792024 FORM 10-K

SCHEDULE II

ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(U.S. dollars in millions)

Balance Sheet

(Parent Company Only)

December 31,
20242023
Assets
Total investments$43$17
Cash139
Investments in subsidiaries22,03519,590
Investment in operating affiliates34
Due from subsidiaries and affiliates6—
Other assets6658
Total assets$22,166$19,678
Liabilities
Senior notes$1,287$1,287
Due to subsidiaries and affiliates11—
Other liabilities4838
Total liabilities1,3461,325
Shareholders' Equity
Non-cumulative preferred shares830830
Common shares ($0.0011 par, shares issued: 595.6 and 591.9)11
Additional paid-in capital2,5102,327
Retained earnings22,68620,295
Accumulated other comprehensive income (loss), net of deferred income tax(720)(676)
Common shares held in treasury, at cost (shares: 219.2 and 218.5)(4,487)(4,424)
Total shareholders' equity$20,820$18,353
Total liabilities and shareholders' equity$22,166$19,678

The financial information for the parent company (Arch Capital Group Ltd.) should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

ARCH CAPITAL1802024 FORM 10-K

SCHEDULE II

(continued)

ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(U.S. dollars in millions)

Statement of Income

(Parent Company Only)

Year Ended
December 31,
202420232022
Revenues
Net investment income$5$2$2
Net realized gains (losses)(4)——
Total revenues122
Expenses
Corporate expenses1169386
Interest expense595959
Total expenses175152145
Income (loss) before income taxes and income (loss) from operating affiliates(174)(150)(143)
Income tax (expense) benefit—41—
Income (loss) from operating affiliates(1)(1)(1)
Income (loss) before equity in net income of subsidiaries(175)(110)(144)
Equity in net income of subsidiaries4,4874,5531,593
Net income available to Arch4,3124,4431,449
Preferred dividends(40)(40)(40)
Net income available to Arch common shareholders$4,272$4,403$1,409

The financial information for the parent company (Arch Capital Group Ltd.) should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

ARCH CAPITAL1812024 FORM 10-K

SCHEDULE II

(continued)

ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(U.S. dollars in millions)

Statement of Cash Flows

(Parent Company Only)

Year Ended
December 31,
202420232022
Operating Activities:
Net Cash Provided By Operating Activities$2,398$46$621
Investing Activities:
Net (purchases) sales of short-term investments(26)(8)(5)
Acquisitions, net of cash(450)——
Other51(1)
Net Cash Used For Investing Activities(471)(7)(6)
Financing Activities:
Purchases of common shares under share repurchase program(24)—(586)
Proceeds from common shares issued, net7(2)6
Common dividends paid(1,866)——
Preferred dividends paid(40)(40)(40)
Net Cash Used For Financing Activities(1,923)(42)(620)
Increase (decrease) in cash and restricted cash4(3)(5)
Cash and restricted cash, beginning of year91217
Cash and restricted cash, end of period$13$9$12

The financial information for the parent company (Arch Capital Group Ltd.) should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

ARCH CAPITAL1822024 FORM 10-K

SCHEDULE III

ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES

SUPPLEMENTARY INSURANCE INFORMATION

(U.S. dollars in millions)

Deferred Acquisition CostsReserves for Losses and Loss Adjustment ExpensesUnearned PremiumsNet Premiums EarnedNet Investment Income (1)Net Losses and Loss Adjustment Expenses IncurredAmortization of Deferred Acquisition CostsOther Operating Expenses (2)Net Premiums Written
December 31, 2024
Insurance$696$16,277$4,857$6,627NM$4,070$1,217$995$6,874
Reinsurance98112,5674,8917,242NM4,3271,4322707,746
Mortgage575254701,231NM(55)22071,112
Total$1,734$29,369$10,218$15,100NM$8,342$2,651$1,472$15,732
December 31, 2023
Insurance$566$12,250$3,917$5,446NM$3,122$1,055$819$5,862
Reinsurance9019,9244,2545,836NM3,2271,2402886,554
Mortgage645786371,158NM(103)171941,052
Total$1,531$22,752$8,808$12,440NM$6,246$2,312$1,301$13,468
December 31, 2022
Insurance$301$11,017$3,382$4,560NM$2,784$887$665$5,021
Reinsurance9928,3063,2063,959NM2,5688132684,924
Mortgage(30)7097491,160NM(324)401951,133
Total$1,263$20,032$7,337$9,679NM$5,028$1,740$1,128$11,078

(1) The Company does not manage its assets by segment and, accordingly, net investment income is not allocated to each underwriting segment.

(2) Certain other operating expenses relate to the Company’s corporate items. Such amounts are not reflected in the table above. See note 4, “Segment Information,” to our consolidated financial statements in Item 8 for information.

ARCH CAPITAL1832024 FORM 10-K

SCHEDULE IV

ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES

REINSURANCE

(U.S. dollars in millions)

Gross AmountCeded to Other Companies (1)Assumed From Other Companies (1)Net AmountPercentage of Amount Assumed to Net
Year Ended December 31, 2024
Premiums Written:
Insurance$7,970$(2,179)$1,083$6,87415.8%
Reinsurance956(3,366)10,1567,746131.1%
Mortgage1,130(239)2211,11219.9%
Total$10,056$(5,779)$11,455$15,73272.8%
Year Ended December 31, 2023
Premiums Written:
Insurance$7,865$(2,049)$46$5,8620.8%
Reinsurance626(2,559)8,4876,554129.5%
Mortgage1,161(335)2261,05221.5%
Total$9,652$(4,935)$8,751$13,46865.0%
Year Ended December 31, 2022
Premiums Written:
Insurance$6,889$(1,910)$42$5,0210.8%
Reinsurance397(2,024)6,5534,924133.1%
Mortgage1,256(322)1991,13317.6%
Total$8,542$(4,249)$6,785$11,07861.2%

(1) Certain amounts included in the gross premiums written of each segment are related to intersegment transactions and are included in the gross premiums written of each segment. Accordingly, the sum of gross premiums written for each segment does not agree to the total gross premiums written as shown in the table above due to the elimination of intersegment transactions in the total.

ARCH CAPITAL1842024 FORM 10-K

SCHEDULE VI

ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES

SUPPLEMENTARY INFORMATION FOR PROPERTY AND CASUALTY INSURANCE UNDERWRITERS

(U.S. dollars in millions)

Column AColumn BColumn CColumn DColumn EColumn FColumn GColumn HColumn IColumn JColumn K
Affiliation with RegistrantDeferred Acquisition CostsReserves for Losses and Loss Adjustment ExpensesDiscount, if any, deducted in Column CUnearned PremiumsNet Premiums EarnedNet Investment IncomeNet Losses and Loss Adjustment Expenses Incurred Related toAmortization of Deferred Acquisition CostsNet Paid Losses and Loss Adjustment ExpensesNet Premiums Written
(a) Current Year(b) Prior Years
Consolidated Subsidiaries
2024$1,734$29,369$68$10,218$15,100$1,495$8,849$(507)$2,651$5,073$15,732
20231,53122,752668,80812,4401,0236,784(538)2,3124,09313,468
20221,26320,032617,3379,6794965,797(769)1,7403,14111,078

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY