Cover and table of contents
18K characters. Original on sec.gov · Markdown
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| X | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||||
| For the fiscal year ended December 31, 2023 | |||||||||||
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number 1-15731
EVEREST GROUP, LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 98-0365432 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Seon Place – 4th Floor 141 Front Street PO Box HM 845 Hamilton, Bermuda | HM 19 | |||||||
| (Address of principal executive offices) | (Zip Code) |
441-295-0006
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Class | Trading Symbol | Name of Exchange where Registered | ||||||||||||
| Common Shares, $0.01 par value | EG | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes | X | No |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes | No | X |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | X | No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes | X | No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | X | Accelerated filer | ||||||||||||||||||
| Non-accelerated filer | Smaller reporting company | |||||||||||||||||||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Yes | No | X |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| Yes | X | No |
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 the correction of an error to previously issued financial statements.
| o |
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).
| o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | X |
The aggregate market value as of June 30, 2023, the last business day of the registrant’s most recently completed second quarter, of the voting shares held by non-affiliates of the registrant was $14.8 billion.
Securities registered pursuant to Section 12(b) of the Act:
| Class | Number of Shares Outstanding At February 1, 2024 | |||||||||||||||||||
| Common Shares, $0.01 par value | 43,381,573 |
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Items 10, 11, 12, 13 and 14 of Form 10-K is incorporated by reference into Part III hereof from the registrant’s proxy statement for the 2024 Annual General Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant’s fiscal year ended December 31, 2023.
EVEREST GROUP, LTD
TABLE OF CONTENTS
FORM 10-K
Safe Harbor Disclosure
This report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”. Forward-looking statements contained in this report include:
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the effects of catastrophic events on our financial statements;
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our losses from catastrophe exposure could exceed our projections;
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information regarding our reserves for losses and loss adjustment expenses or LAE;
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our failure to accurately assess underwriting risk and establish adequate premium rates;
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decreases in pricing for property and casualty reinsurance and insurance;
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our inability or failure to purchase reinsurance;
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our ability to maintain our financial strength ratings;
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the failure of our insured, intermediaries and reinsurers to satisfy their obligations to us;
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decline in our investment values and investment income due to exposure to financial markets conditions;
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the failure to maintain enough cash to meet near-term financial obligations;
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our ability to pay dividends, interest and principal, which is dependent on our ability to receive dividends, loan payments and other funds from our subsidiaries due to our holding company structure;
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reduced net income and capital levels due to foreign currency exchange losses;
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our sensitivity to unanticipated levels of inflation;
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the effects of measures taken by domestic or foreign governments on our business;
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our ability to retain our key executive officers and to attract or retain the executives and employees necessary to manage our business;
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the effect of cybersecurity risks, including technology breaches or failure, and regulatory and legislative developments related to cybersecurity on our business;
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our dependence on brokers and agents for business developments;
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material variation of analytical models used in decision making from actual results;
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the effects of business continuation risk on our operations;
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the effect on our business of the highly competitive nature of our industry, including the effects of new entrants to, competing products for and consolidation in the (re)insurance industry;
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an anti-takeover effect caused by insurance laws and provisions in the bye-laws of Group (as defined in Part I below);
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the difficulty investors in Group may have in protecting their interests compared to investors in a U.S. corporation;
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our failure to comply with insurance laws and regulations and other regulatory challenges;
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the ability of Bermuda Re (as defined in Part I below)to obtain licenses or admittance in additional jurisdictions to develop its business;
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the ability of Bermuda Re to arrange for security to back its reinsurance impacting its ability to write reinsurance;
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changes in international and U.S. tax laws;
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the effect on Group and/or Bermuda Re should it become subject to taxes in jurisdictions where not currently subject to taxation; and
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the ability of Everest Re, Holdings, and Holdings Ireland (each, as defined in Part I below), Everest Dublin Insurance Holdings Limited (Ireland), Bermuda Re and Everest International Reinsurance, Ltd. to pay dividends.
Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Actual events or results may differ materially from our expectations. Important factors that could cause our actual events or results to be materially different from our expectations include those discussed under the caption ITEM 1A, “Risk Factors”. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Table of Contents
PART I
Unless otherwise indicated, all financial data in this document have been prepared using accounting principles generally accepted in the United States of America (“GAAP”). As used in this document, “Group” means Everest Group, Ltd.; “Bermuda Re” means Everest Reinsurance (Bermuda), Ltd.; “Holdings Ireland” means Everest Underwriting Group (Ireland) Limited; “Ireland Re” means Everest Reinsurance Company (Ireland), Designated Activity Company or “dac”; “Ireland Insurance” means Everest Insurance (Ireland), dac; “Holdings” means Everest Reinsurance Holdings, Inc.; “Everest Re” means Everest Reinsurance Company and its subsidiaries (unless the context otherwise requires); and the “Company”, “Everest”, “we”, “us”, and “our” means Everest Group, Ltd. and its consolidated subsidiaries.
Unless noted otherwise, all tabular dollar amounts are in millions of United States (“U.S.”) dollars (“U.S. dollars” or “$”). Some amounts may not reconcile due to rounding.