Arch Capital Group Ltd.
2024 ANNUAL REPORT
GROSS PREMIUMS WRITTEN
$21.5B
NET LOSS RESERVES
$21.5B
FINANCIAL HIGHLIGHTS
©2025 Arch Capital Group Ltd. All rights reserved.
Growth in Book Value per Common Share + Common Dividends
* We use non-GAAP financial measures in this report. The first mention of each non-GAAP financial measure is referenced by an asterisk (*). See Additional Information for a reconciliation to the most
comparable GAAP financial measures.
† Annualized growth rate from Dec. 31, 2001 to Dec. 31, 2024. Excludes the effects of stock options, restricted and performance stock units outstanding.
(Amounts in U.S. $ million, except percentages and per share data)
2024
2023
Change
Book value per common share at year end
$53.11
$46.94
13.1%
Net income available to common shareholders
$4,272
$4,403
-3.0%
Per share
$11.19
$11.62
-3.7%
Annualized net income return on average common equity
22.8%
29.7%
Gross premiums written
$21,511
$18,403
16.9%
Underwriting income*
$2,661
$2,612
1.9%
After-tax operating income*
$3,542
$3,201
10.7%
Per share*
$9.28
$8.45
9.8%
Annualized operating return on average common equity*
18.9%
21.6%
TOTAL CAPITALIZATION
$23.5B
TOTAL ASSETS
$70.9B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to _______
Commission File No. 001-16209
ARCH CAPITAL GROUP LTD.
(Exact name of registrant as specified in its charter)
Bermuda
98-0374481
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Waterloo House, Ground Floor
100 Pitts Bay Road, Pembroke HM 08, Bermuda
(441)
278-9250
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol (s)
Name of each exchange on
which registered
Common Shares, $0.0011 par value per share
ACGL
Nasdaq
Stock Market
Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share
ACGLO
Nasdaq
Stock Market
Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred share
ACGLN
Nasdaq
Stock Market
Securities registered pursuant to Section 12(g) of the Exchange 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 ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐
No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated Filer ☑ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☐ Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant 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. ☑
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. ☐
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). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
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 Nasdaq Stock Market as of the last business day of the Registrant’s most recently completed second fiscal
quarter, was approximately $36.6 billion.
As of February 21, 2025, there were 375,357,236 of the registrant’s common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Part III incorporate by reference our definitive proxy statement for the 2025 annual meeting of shareholders to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2024.
ARCH CAPITAL GROUP LTD.
TABLE OF CONTENTS
Item
Page
PART I
ITEM 1.
BUSINESS
3
ITEM 1A.
RISK FACTORS
43
ITEM 1B.
UNRESOLVED STAFF COMMENTS
63
ITEM 1C.
CYBERSECURITY
63
ITEM 2.
PROPERTIES
64
ITEM 3.
LEGAL PROCEEDINGS
65
ITEM 4.
MINE SAFETY DISCLOSURES
65
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
65
ITEM 6.
[RESERVED]
66
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
67
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
98
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
99
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
171
ITEM 9A.
CONTROLS AND PROCEDURES
171
ITEM 9B.
OTHER INFORMATION
172
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
172
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
172
ITEM 11.
EXECUTIVE COMPENSATION
172
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
173
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
173
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
173
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
174
ITEM 16.
FORM 10-K SUMMARY
185
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (“PSLRA”) provides a “safe harbor” for forward-looking statements. This
report or any other written or oral statements made by or on behalf of us may include forward-looking statements, which reflect
our current views with respect to future events and financial performance. All statements other than statements of historical fact
included in or incorporated by reference in this report are forward-looking statements. Forward-looking statements, for
purposes of the PSLRA or otherwise, can generally be identified by the use of forward-looking terminology such as “may,”
“will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” and similar statements of a future or forward-
looking nature or their negative or variations or similar terminology.
Forward-looking statements involve our current assessment of risks and uncertainties. Actual events and results may differ
materially from those expressed or implied in these statements. Important factors that could cause actual events or results to
differ materially from those indicated in such statements are discussed below and elsewhere in this report and in our periodic
reports filed with the Securities and Exchange Commission (“SEC”), and include:
•
our ability to successfully implement our business strategy during “soft” as well as “hard” markets;
•
acceptance of our business strategy, security and financial condition by rating agencies and regulators, as well as by brokers
and our insureds and reinsureds;
•
our ability to consummate acquisitions and integrate the business we have acquired or may acquire into our existing
operations;
•
our ability to maintain or improve our ratings, which may be affected by our ability to raise additional equity or debt
financings, by ratings agencies’ existing or new policies and practices, as well as other factors described herein;
•
general economic and market conditions (including inflation, interest rates, unemployment, housing prices, foreign currency
exchange rates, prevailing credit terms, tariffs and the depth and duration of a recession) and conditions specific to the
reinsurance and insurance markets in which we operate;
•
competition, including increased competition, on the basis of pricing, capacity (including alternative sources of capital),
coverage terms, or other factors;
•
developments in the world’s financial and capital markets and our access to such markets;
•
our ability to successfully enhance, integrate and maintain operating procedures (including information technology) to
effectively support our current and new business;
•
the loss and addition of key personnel;
•
material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements;
•
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, deferred income tax assets, contingencies and litigation, and any determination to use the deposit
method of accounting;
•
greater than expected loss ratios on business written by us and adverse development on claim and/or claim expense
liabilities related to business written by our insurance, reinsurance and mortgage subsidiaries;
•
the adequacy of the Company’s loss reserves;
•
severity and/or frequency of losses;
•
greater frequency or severity of unpredictable natural and man-made catastrophic events;
•
claims for natural or man-made catastrophic events or severe economic events in our insurance, reinsurance and mortgage
businesses could cause large losses and substantial volatility in our results of operations;
•
availability to us of reinsurance to manage our net exposure and the cost of such reinsurance;
•
the failure of reinsurers, managing general agents, third party administrators or others to meet their obligations to us;
•
the timing of loss payments being faster or the receipt of reinsurance recoverables being slower than anticipated by us;
ARCH CAPITAL
1
2024 FORM 10-K
•
our investment performance, including legislative or regulatory developments that may adversely affect the fair value of our
investments;
•
changes in general economic conditions, including sovereign debt concerns or downgrades of U.S. securities by credit rating
agencies, which could affect our business, financial condition and results of operations;
•
an incident, disruption in operations or other cyber event caused by a cyber attack, inadvertent error, the use of artificial
intelligence technologies or other technology on our systems or those of our business partners and service providers, which
could negatively impact our business and/or expose us to litigation;
•
the effect of climate change on our business;
•
the effect of contagious diseases on our business;
•
acts of terrorism, political unrest and other hostilities or other unforecasted and unpredictable events;
•
the volatility of our shareholders’ equity from foreign currency fluctuations, which could increase due to us not matching
portions of our projected liabilities in foreign currencies with investments in the same currencies;
•
changes in accounting principles or policies or in our application of such accounting principles or policies;
•
changes in the political environment of certain countries in which we operate or underwrite business;
•
statutory or regulatory developments, including as to tax matters and insurance and other regulatory matters such as the
adoption of legislation that 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 implementation of
the Organization for Economic Cooperation and Development (“OECD”) Pillar I and Pillar II initiatives and the enactment
of Bermuda corporate income tax; and
•
the other matters set forth under Item 1A “Risk Factors,” Item 7 “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and other sections of this Annual Report on Form 10-K, as well as the other factors set
forth in Arch Capital Group Ltd.’s other documents on file with the SEC, and management’s response to any of the
aforementioned factors.
All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. The foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. The
Company’s forward-looking statements speak only as of the date of this report or as of the date they are made, and we
undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
ARCH CAPITAL
2
2024 FORM 10-K
PART I
ITEM 1. BUSINESS
As used in this report, references to “we,” “us,” “our,”
“Arch” or the “Company” refer to the consolidated
operations of Arch Capital Group Ltd. (“Arch Capital”) and
its subsidiaries. All amounts are in millions, except per share
amounts, unless otherwise noted. We refer you to Item 1A
“Risk Factors” for a discussion of risk factors relating to our
business.
OUR COMPANY
General
Arch Capital is a publicly listed Bermuda exempted company
with approximately $23.5 billion in capital at December 31,
2024 and is part of the S&P 500 index. Arch provides
insurance, reinsurance and mortgage insurance on a
worldwide basis through its wholly owned subsidiaries.
While we are positioned to provide a full range of property,
casualty and mortgage insurance and reinsurance lines, we
focus on writing specialty lines of insurance and reinsurance.
For 2024, we wrote $15.7 billion of net premiums and
reported net income available to Arch common shareholders
of $4.3 billion. Book value per share was $53.11 at
December 31, 2024, compared to $46.94 per share at
December 31, 2023.
Arch Capital’s registered office is located at Clarendon
House, 2 Church Street, Hamilton HM 11, Bermuda
(telephone number: (441) 295-1422), and its principal
executive offices are located at Waterloo House, Ground
Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(telephone number: (441) 278-9250). Arch Capital makes
available free of charge through its website, located at
www.archgroup.com, its annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K,
and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with, or
furnished to, the U.S. Securities and Exchange Commission
(“SEC”). The SEC maintains an Internet site that contains
reports, proxy and information statements, and other
information regarding issuers that file electronically with the
SEC (such as Arch Capital) and the address of that site is
www.sec.gov.
Our History
Arch Capital was formed in September 2000 and became the
sole shareholder of Arch Capital Group (U.S.) Inc. (“Arch-
U.S.”) pursuant to an internal reorganization transaction
completed in November 2000. In October 2001, Arch Capital
launched an underwriting initiative to meet current and future
demand in the global insurance and reinsurance markets that
included the recruitment of new management teams and an
equity capital infusion of $763.2 million, which created a
strong capital base that was unencumbered by significant
pre-2002 risks. Since then, we have attracted a proven
management team with extensive industry experience and
continued to build our global underwriting platform for our
insurance, reinsurance and mortgage insurance businesses.
Our insurance underwriting platform initially consisted of our
Bermuda and U.S. operations, followed by the establishment
of our United Kingdom-based carrier, Arch Insurance (UK)
Limited (“Arch Insurance (U.K.)”) in 2004 and Canadian
operations in 2005. In 2009, we established a managing
agency and syndicate at Lloyd’s of London (“Lloyd’s”) and
significantly expanded our U.K. presence in 2019 through the
acquisition of Barbican Group Holdings Limited (“Barbican
Holdings”) and its subsidiaries (collectively, “Barbican”).
Our Ireland-based carrier, Arch Insurance (EU) Designated
Activity Company (“Arch Insurance (EU)”) writes primarily
European Union (“EU”) business and expanded its presence
across Europe in 2023 with branch offices in Spain and
France.
On August 1, 2024 we expanded our U.S. insurance middle
market presence with the acquisition of Allianz’s U.S.
Middle Market Property and Casualty insurance business and
U.S. Entertainment Property and Casualty insurance
business, representing an important part of our growth
strategy in the U.S. See “Operations—Insurance Operations”
for further details on our insurance operations.
Our reinsurance underwriting platform initially consisted of
Arch Reinsurance Ltd. in Bermuda (“Arch Re Bermuda”)
and Arch Reinsurance Company (“Arch Re U.S.”), our U.S.-
licensed reinsurer. In 2006, we commenced our European
reinsurance operations with Arch Reinsurance Europe
Underwriting Designated Activity Company (“Arch Re
Europe”), our Ireland-headquartered reinsurance company
with offices in Switzerland, the U.K. and, as of 2024, France.
Our Danish underwriting agency was formed in 2007 with a
focus on Accident & Health business. The acquisition of
ARCH CAPITAL
3
2024 FORM 10-K
Barbican in 2019 also contributed to our reinsurance
operations in the London market.
Our property facultative reinsurance underwriting operations
write business in the U.S., Canada and Europe. In 2021, Arch
Re Bermuda completed the acquisition of Somerset Bridge
Group Limited, Southern Rock Holdings Limited and
affiliates (“Somerset Group”). The acquisition included
Somerset Group’s motor insurance managing general agent,
distribution capabilities through direct and aggregator
channels, affiliated insurer and fully integrated claims
operation. See “Operations—Reinsurance Operations” for
further details on our reinsurance operations.
Our mortgage operations include U.S. and international
mortgage insurance and reinsurance operations, as well as
participation in government sponsored enterprise (“GSE”)
credit risk-sharing transactions. The U.S. mortgage platform
was established in 2014 and expanded greatly in 2016
through the acquisition of United Guaranty Corporation
(“UGC”). Our U.S. primary mortgage operations provide
mortgage insurance products and services to the U.S. market.
These operations include providers which are approved as
eligible mortgage insurers by Federal National Mortgage
Association (“Fannie Mae”) and Federal Home Loan
Mortgage Corporation (“Freddie Mac”), each a GSE. The
mortgage operations also include participation in GSE credit
risk-sharing transactions and direct mortgage insurance to
U.S. mortgage lenders with respect to mortgages that lenders
intend to retain in portfolio or include in non-agency
securitizations
along
with
mortgage
insurance
and
reinsurance on a global basis. The majority of our European
business is written through our Ireland-based carrier, Arch
Insurance (EU), which was authorized in 2011 to provide
mortgage insurance products and services to the European
and U.K. markets. In 2019, Arch LMI Pty Ltd. (“Arch LMI”)
was authorized by the Australian Prudential Regulation
Authority (“APRA”) to write lenders’ mortgage insurance
(“LMI”) on a direct basis in Australia. We expanded our
presence in Australia in August 2021 by acquiring Westpac
Lenders Mortgage Insurance Limited, another APRA
approved writer of lenders mortgage insurance, which has
since been renamed Arch Lenders Mortgage Indemnity Ltd.
(“Arch Indemnity”). In December 2022, we converted Arch
LMI into a services company for our Australian LMI
operations and the company relinquished its APRA
authorization. See “Operations—Mortgage Operations” for
further details on our mortgage operations.
It is our belief that our underwriting platform, our
experienced management team and our strong capital base
have enabled us to create a diversified, specialty-focused
company targeting areas where we can best apply our
specialized underwriting expertise, distribution and customer
capabilities.
In 2014, we acquired approximately 11% of Somers
Holdings Ltd. (formerly Watford Holdings Ltd.). Somers
Holdings Ltd. is the parent of Somers Re Ltd. (formerly
Watford Re Ltd.), a multi-line Bermuda (re)insurance
company (together with Somers Holdings Ltd., “Somers”). In
the 2020 fourth quarter, Arch Capital, Somers, and
Greysbridge Ltd., a wholly-owned subsidiary of Arch
Capital, entered into an Agreement and Plan of Merger (as
amended, the “Merger Agreement”). Arch Capital assigned
its rights under the Merger Agreement to Greysbridge
Holdings Ltd. (“Greysbridge”). The merger and the related
Greysbridge equity financing closed on July 1, 2021. Somers
is wholly owned by Greysbridge, and Greysbridge is owned
40% by Arch, and the balance is owned by certain funds
managed by Kelso & Company (“Kelso”) and certain funds
managed by Warburg Pincus LLC (“Warburg”). Under the
terms of the Greysbridge shareholder agreement, beginning
January 1, 2024, Arch Capital has a call right (but not the
obligation) and Warburg and Kelso each have a put right (but
not the obligation) to buy/sell a certain amount of each of
Warburg and Kelso’s initial shares annually at the current
year end tangible book value per share of Greysbridge. In
2024, Warburg and Kelso both delivered a put option notice
to sell a certain amount of their initial shares. The transaction,
which will involve third-party purchasers of such shares, is
expected to close in the 2025 calendar year, subject to any
required regulatory approvals and other closing conditions. In
2017, Arch and certain co-investors acquired approximately
25% of Premia Holdings Ltd. Premia Holdings Ltd. is the
parent of Premia Reinsurance Ltd., a multi-line Bermuda
reinsurance company (together with Premia Holdings Ltd.,
“Premia”). In 2021, the 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. See “Operations—Other Operations” for
further details on Somers, Premia and Coface.
The Board of Directors of Arch Capital (the “Board”) has
approved common share repurchase authorizations under our
share repurchase program. Repurchases under the share
repurchase program may be effected from time to time in
open market or privately negotiated transactions. Since the
inception of the share repurchase program in February 2007
through December 31, 2024, Arch Capital has repurchased
433.8 million common shares for an aggregate purchase price
of $5.9 billion. At December 31, 2024, the total remaining
authorization under the share repurchase program was $996.8
million. The timing and amount of the repurchase
transactions under this program will depend on a variety of
factors, including results of operations, market conditions and
the development of the economy, as well as other factors. We
will consider share repurchases on an opportunistic basis.
During the 2024 fiscal year, we repurchased approximately
$24 million worth of ACGL common shares.
ARCH CAPITAL
4
2024 FORM 10-K
OPERATIONS
We classify our businesses into three underwriting segments
– insurance, reinsurance and mortgage. For an analysis of our
underwriting results by segment, see note 4, “Segment
Information,” to our consolidated financial statements in Item
8 and “Management’s Discussion and Analysis of Financial
Condition
and
Results
of
Operations—Results
of
Operations.”
Insurance Operations
Our insurance operations are conducted in Bermuda, the
U.S., the U.K., Europe, Canada, and Australia. Our insurance
operations in Bermuda are conducted through Arch Insurance
(Bermuda), a division of Arch Re Bermuda, and Alternative
Re Limited.
In the U.S., we focus on various specialty lines on both an
admitted and non-admitted basis. Our insurance group’s
principal insurance subsidiaries are Arch Insurance Company
(“Arch Insurance”), Arch Specialty Insurance Company
(“Arch Specialty”), Arch Indemnity Insurance Company
(“Arch Indemnity Insurance”) and Arch Property Casualty
Insurance Company (“Arch P&C”). Arch Insurance is an
admitted insurer in 50 states, the District of Columbia, Puerto
Rico, the U.S. Virgin Islands and Guam. Arch Specialty is an
approved excess and surplus lines insurer in 50 states, the
District of Columbia, Puerto Rico and the U.S. Virgin Islands
and an authorized insurer in one state. Arch Indemnity
Insurance is an admitted insurer in 50 states and the District
of Columbia. Arch P&C, which is not currently writing
business, is an admitted insurer in 47 states and the District
of Columbia and is filing applications for admission in all
remaining states where it is not yet admitted. In 2024, we
acquired Watford Insurance Company (“WIC”) from Somers.
WIC is an admitted insurer in all 50 states and the District of
Columbia. Our insurance group also operates McNeil &
Company, Inc., a specialized risk manager and a program
administrator we acquired in 2018 based in Cortland, New
York. The headquarters for our insurance group’s U.S.
support operations (excluding underwriting units) are in
Jersey City, New Jersey. The insurance group has offices
throughout the U.S., including five regional offices located in
Alpharetta, Georgia; Chicago, Illinois; New York, New
York; San Francisco, California; Dallas, Texas and additional
branch offices.
On August 1, 2024, the Company completed the acquisition
of Allianz’s U.S Middle Market Property & Casualty
Insurance and U.S. Entertainment Property and Casualty
Insurance Business (“MCE Acquisition”). This business is
written by Fireman’s Fund Insurance Company, an affiliate
of Allianz, and its subsidiaries (collectively, the “Business
Entities”), in each case, relating to relevant policies with
accident years 2016 and onwards (collectively, the
“Business”), as well as certain assets of Allianz and its
affiliates related to the Business. In connection with the
acquisition of the Business, the Company also entered into
certain reinsurance agreements relating to the Business and
the Business Entities and other agreements providing for
administration and other services for the Business Entities by
the Company for the applicable policies being reinsured
following the closing. The acquisition of the Business is an
important part of the Company’s growth strategy, and
provides a ballast to our existing insurance business. It
further enhances the Company’s capabilities in the U.S.
middle markets and represents an attractive way to enter a
new niche entertainment insurance market.
Our insurance operations in Canada are conducted through
Arch Insurance Canada Ltd. (“Arch Insurance Canada”), a
Canada domestic company which is authorized in all
Canadian provinces and territories. Arch Insurance Canada is
headquartered in Toronto, Ontario.
Arch Insurance (EU), based in Dublin, Ireland, received
authorization from the Central Bank of Ireland (“CBI”) to
expand its authorized classes of business as part of our plan
to address the U.K.’s departure from the EU (“Brexit”). At
the end of 2020, Arch Insurance (U.K.) received court
approval in the U.K. to transfer its legacy book of business
written in the European Economic Area (“EEA”) to Arch
Insurance (EU) under Part VII of the U.K. Financial Services
and Markets Act 2000. From January 2021, all of the
insurance business in the EU previously written by Arch
Insurance (U.K.) is now written through Arch Insurance
(EU). Arch Insurance (EU) has branches in Italy, France,
Spain and the U.K.
We conduct insurance operations on several platforms in the
U.K., including Arch Insurance (U.K.) and our Lloyd’s
syndicates: Arch Syndicate 2012 (“Arch Syndicate 2012”)
and Arch Syndicate 1955 (“Arch Syndicate 1955” and,
together
with
Arch
Syndicate
2012,
our
“Lloyd’s
Syndicates”). Arch Managing Agency Limited (“AMAL”) is
the managing agent of our Lloyd’s Syndicates. These
operations provide us access to Lloyd’s extensive distribution
network and worldwide licenses. AMAL also acts as
managing agent for third party members of Arch Syndicate
1955. Arch Underwriting at Lloyd’s (Australia) Pty Ltd,
based in Sydney, Australia, is a Lloyd’s services company
which underwrites exclusively for our Lloyd’s Syndicates.
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. On May 1, 2024, we
completed 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
2024 FORM 10-K
Strategy. Our insurance group’s strategy is to operate in lines
of business in which underwriting expertise can make a
meaningful difference in operating results. The insurance
group focuses on talent-intensive rather than labor-intensive
business and seeks to operate profitably (on both a gross and
net basis) across all of its product lines. To achieve these
objectives, our insurance group’s operating principles are to:
•
Capitalize on profitable underwriting opportunities. Our
insurance
group
believes
that
its
experienced
management and underwriting teams are positioned to
locate and identify business with attractive risk/reward
characteristics. As profitable underwriting opportunities
are identified, our insurance group will continue to grow
its product portfolio in order to take advantage of market
trends. This includes adding underwriting and other
professionals with specific expertise in specialty lines of
insurance.
•
Centralize responsibility for underwriting. Our insurance
group consists of a range of product lines. The
underwriting executive in charge of each product line
oversees all aspects of the underwriting product
development process within such product line. Our
insurance group believes that centralizing control of such
product line with the respective underwriting executive
allows for tight management of underwriting and creates
clear accountability for results. 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 the executive’s respective
region. In our non-U.S. offices, a similar philosophy is
observed, with responsibility for the management of
each product line residing with the senior underwriting
executive in charge of the relevant product line.
•
Maintain disciplined underwriting standards using our
experience and strategic analytics to drive decisions.
Our insurance group’s underwriting philosophy is to
generate an underwriting profit through prudent risk
selection and proper pricing. Our insurance group
believes that the key to this approach is adherence to
uniform underwriting standards across all types of
business. Our insurance group’s senior management
closely monitors the underwriting process. This strategy
is underpinned by our belief in using data and strategic
analytics to assess business through hard and soft
underwriting conditions.
•
Focus on providing superior claims management. Our
insurance group believes that claims handling is an
integral component of credibility in the market for
insurance products. We believe our ability to handle
claims expeditiously and satisfactorily is a key to our
success. Our insurance group employs experienced
claims professionals and also utilizes experienced
external claims managers (third party administrators)
where appropriate.
•
Promote and utilize an efficient distribution system. Our
insurance group believes that promoting and utilizing a
multi-channel distribution system provides efficient
access to its broad customer base. We work with select
international, national and regional retail and wholesale
brokers and leading managing general agencies and
program administrators, to distribute our insurance
products.
•
Grow strategic partnerships, acquire or build strategic
businesses in niche areas or lines of business. 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. We may grow
existing partnerships or look to acquire businesses which
further this strategy, such as our MCE Acquisition.
•
Create or acquire scalable and diversified underwriting
platforms which can flex depending on the underwriting
cycle.
Our
experience
as
cycle
managers
is
complemented by scalable underwriting platforms
enabling us to increase or decrease our business as
market conditions demand. The MCE platform enhances
our U.S. focus on middle market companies using our
strategic analytics capabilities and continued focus on
customer solutions. We continue to focus on specialty
risks as we build out a diversified platform across the
insurance segment. Outside of the U.S., we are focused
on continued expansion in continental Europe and
optimizing opportunities in the London Market.
Underwriting
Philosophy.
We
seek
to
generate
an
underwriting profit based on our careful analysis across each
product line that focuses on the following:
•
risk selection;
•
desired attachment point;
•
limits and retention management;
•
due diligence, including financial condition, claims
history, management, and product, class and territorial
exposure;
•
underwriting authority and appropriate approvals; and
•
collaborative decision making.
We employ analytic capabilities to support this philosophy.
Marketing. Our insurance group’s products are marketed
principally through a group of licensed independent retail and
wholesale brokers. Clients (insureds) are referred to our
insurance group through a large number of international,
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national and regional brokers and captive managers who
receive from the insured or insurer a set fee or brokerage
commission usually equal to a percentage of gross premiums.
Our insurance group may enter into contingent commission
arrangements with some brokers that 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 commission
arrangements that may be in place with us. We have also
entered into service agreements with select international
brokers that provide access to their proprietary industry
analytics. In general, our insurance group has no implied or
explicit commitments to accept business from any particular
broker and neither brokers nor any other third parties have
the authority to bind our insurance group, except in the case
where underwriting authority may be delegated contractually
to select program administrators. Such administrators are
subject to a financial and operational due diligence review
prior to any such delegation of authority and ongoing reviews
and audits are carried out as deemed necessary by our
insurance group to assure the continuing integrity of
underwriting and related business operations. 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
Risk,” to our consolidated financial statements in Item 8.
Risk Management and Reinsurance. In the normal course of
business, our insurance group may cede a portion of its
premium on a quota share or excess of loss basis through
treaty or facultative reinsurance agreements. Reinsurance
arrangements do not relieve our insurance group from its
primary obligations to insureds. Reinsurance recoverables are
recorded as assets, predicated on the reinsurers’ ability to
meet their obligations under the reinsurance agreements. If
the reinsurers are unable to satisfy their obligations under the
agreements, our insurance subsidiaries would be liable for
such defaulted amounts. Our principal insurance subsidiaries,
with oversight by a group-wide reinsurance steering
committee (“RSC”), are selective with regard to reinsurers,
seeking to place reinsurance with only those reinsurers which
meet and maintain specific standards of established criteria
for financial strength. The RSC evaluates the financial
viability of its reinsurers through financial analysis, research
and review of rating agencies’ reports and also monitors
reinsurance recoverables and collateral with unauthorized
reinsurers.
The
financial
analysis
includes
ongoing
qualitative and quantitative assessments of reinsurers,
including a review of the financial stability, appropriate
licensing, reputation, claims paying ability and underwriting
philosophy of each reinsurer. See note 8, “Reinsurance,” to
our consolidated financial statements in Item 8.
For catastrophe-exposed insurance business, our insurance
group seeks to limit the amount of exposure to catastrophic
losses it assumes through a combination of managing
aggregate limits, underwriting guidelines and reinsurance.
For a discussion of our risk management policies, see
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Summary of Critical
Accounting Estimates—Ceded 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.”
Claims
Management.
Our
insurance
group’s
claims
management function is performed by claims professionals,
as well as experienced external claims managers (third party
administrators),
where
appropriate.
In
addition
to
investigating, evaluating and resolving claims, members of
our insurance group’s claims departments work with
underwriting professionals to develop products and services
desired by the group’s clients.
Reinsurance Operations
Our reinsurance operations are conducted on a worldwide
basis through our reinsurance subsidiaries, Arch Re
Bermuda, Arch Re U.S., our Lloyd’s Syndicates, and Arch
Re Europe. Arch Re Bermuda is dual-licensed as a Class 4
general business insurer and Class C long-term insurer and is
headquartered in Hamilton, Bermuda. Arch Re Bermuda has
been approved as a “certified reinsurer,” which allows
reduced collateral for reinsurance ceded to such reinsurers.
Arch Re Bermuda has also been approved as a “reciprocal
jurisdiction reinsurer,” which allows ceding companies to
eliminate regulatory collateral requirements for reinsurance
ceded to such reinsurers and still take credit for that
reinsurance. In October 2024, the U.S. Department of the
Treasury, Bureau of Fiscal Services (“BFS”) recognized Arch
Re Bermuda as an “Alien Reinsurer” (except on excess risks
running to the U.S.), which allows T-Listed ceding
companies to eliminate regulatory collateral requirements
under the U.S. Treasury rules. Arch Re U.S. is licensed or is
an accredited or otherwise approved reinsurer in 50 states, the
District of Columbia and Puerto Rico, the provinces of
Ontario and Quebec in Canada with its principal U.S. offices
in Morristown, New Jersey. Treaty and facultative operations
in Canada are conducted through the Canadian branch of
Arch Re U.S. (“Arch Re Canada”). Arch Re U.S. is also an
authorized insurer in Guam. Our property facultative
reinsurance operations are conducted primarily through Arch
Re U.S. The property facultative reinsurance operations have
offices throughout the U.S., Canada, Europe and the U.K.
Arch Re Europe, licensed and authorized as a non-life
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reinsurer and a life reinsurer, is headquartered in Dublin,
Ireland with branch offices in France, Switzerland and the
U.K. AMAL is the managing agent for the reinsurance
operations of our Lloyd’s Syndicates.
Arch Group Reinsurance Ltd. (“AGRL”), formed in
December 2022, is a registered Class 3A general business
insurer carrying on affiliated reinsurance business pursuant to
the Insurance Act of 1978 of Bermuda. AGRL, a wholly-
owned subsidiary of Arch-U.S., was established to provide
internal reinsurance covering certain U.S. lines of business.
AGRL is a U.S. taxpayer through a section 953(d) voluntary
election under the Internal Revenue Code of 1986, as
amended.
Strategy. Our reinsurance group’s strategy is to capitalize on
our financial capacity, experienced management and
operational flexibility to offer multiple products through our
operations. The reinsurance group’s operating principles are
to:
•
Actively select and manage risks. Our reinsurance group
only underwrites business that meets certain profitability
criteria, and it emphasizes disciplined underwriting over
premium growth. To this end, our reinsurance group
maintains
centralized
control
over
reinsurance
underwriting guidelines and authorities.
•
Maintain flexibility and respond to changing market
conditions. Our reinsurance group’s organizational
structure and philosophy allows it to take advantage of
increases or changes in demand or favorable pricing
trends. Our reinsurance group believes that its existing
platforms, broad underwriting expertise and substantial
capital facilitate adjustments to its mix of business
geographically and by line and type of coverage. Our
reinsurance group believes that this flexibility allows it
to participate in those market opportunities that provide
the greatest potential for underwriting profitability.
•
Maintain a low cost structure. Our reinsurance group
believes that maintaining tight control over its staffing
level and operating primarily as a broker market
reinsurer permits it to maintain low operating costs
relative to its capital and premiums.
Our reinsurance group writes business on both a proportional
and non-proportional basis and writes both treaty and
facultative
business.
In
a
proportional
reinsurance
arrangement (also known as pro rata reinsurance, quota share
reinsurance or participating reinsurance), the reinsurer shares
a proportional part of the original premiums and losses of the
reinsured. The reinsurer pays the cedent a commission which
is generally based on the cedent’s cost of acquiring the
business being reinsured (including commissions, premium
taxes,
assessments
and
miscellaneous
administrative
expenses) and may also include a profit factor. Non-
proportional (or excess of loss) reinsurance indemnifies the
reinsured against all or a specified portion of losses on
underlying insurance policies in excess of a specified
amount, which is called a “retention.” Non-proportional
business is written in layers and a reinsurer or group of
reinsurers accepts a band of coverage up to a specified
amount. The total coverage purchased by the cedent is
referred to as a “program.” Any liability exceeding the upper
limit of the program reverts to the cedent.
The reinsurance group’s treaty operations generally seek to
write significant lines on less commoditized classes of
coverage, such as specialty property and casualty reinsurance
treaties. However, with respect to other classes of coverage,
such as property catastrophe and casualty clash, the
reinsurance group’s treaty operations participate in a
relatively large number of treaties where they believe that
they can underwrite and process the business efficiently. The
reinsurance group’s casualty facultative and property
facultative underwriters write reinsurance on a facultative
basis whereby they assume part of the risk under primarily
single insurance contracts. Facultative reinsurance is
typically purchased by ceding companies for individual risks
not covered by their reinsurance treaties, for unusual risks or
for amounts in excess of the limits on their reinsurance
treaties.
For additional information regarding the business written by
the reinsurance group, please refer to note 4, “Segment
Information,” to our consolidated financial statements in Item
8.
Underwriting Philosophy. Our reinsurance group employs a
disciplined, analytical approach to underwriting reinsurance
risks that is designed to specify an adequate premium for a
given exposure commensurate with the amount of capital it
anticipates placing at risk. A number of our reinsurance
group’s underwriters are also actuaries. It is our reinsurance
group’s belief that employing actuaries on the front-end of
the underwriting process gives it an advantage in evaluating
risks and constructing a high quality book of business.
As part of the underwriting process, our reinsurance group
typically assesses a variety of factors, including:
•
adequacy of underlying rates for a specific class of
business and territory;
•
the reputation of the proposed cedent and the likelihood
of establishing a long-term relationship with the cedent,
the geographic area in which the cedent does business,
together with its catastrophe exposures, and our
aggregate exposures in that area;
•
historical loss data for the cedent and, where available,
for the industry as a whole in the relevant regions, in
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order to compare the cedent’s historical loss experience
to industry averages;
•
projections of future loss frequency and severity; and
•
the perceived financial strength of the cedent.
Marketing. Our reinsurance group generally markets its
reinsurance products through brokers, except our property
facultative reinsurance group, which generally deals directly
with the ceding companies. Brokers do not have the authority
to bind our reinsurance group with respect to reinsurance
agreements, nor does our reinsurance group commit in
advance to accept any portion of the business that brokers
submit to them. Our reinsurance group generally pays
brokerage fees to brokers based on negotiated percentages of
the premiums written through such brokers. For information
on major brokers, see note 18, “Commitments and
Contingencies—Concentrations of Credit Risk,” to our
consolidated financial statements in Item 8.
Risk Management and Retrocession. Our reinsurance group
currently purchases a combination of per event excess of
loss, per risk excess of loss, proportional retrocessional
agreements and other structures that are available in the
market. Such arrangements reduce the effect of individual or
aggregate losses on, and in certain cases may also increase
the underwriting capacity of, our reinsurance group. Our
reinsurance group will continue to evaluate its retrocessional
requirements based on its net appetite for risk. See note 8,
“Reinsurance,” to our consolidated financial statements in
Item 8.
For
catastrophe
exposed
reinsurance
business,
our
reinsurance group seeks to limit the amount of exposure it
assumes from any one reinsured and the amount of the
aggregate exposure to catastrophe losses from a single event
in any one geographic zone. For a discussion of our risk
management policies, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—
Summary
of
Critical
Accounting
Estimates—Ceded
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.”
Claims Management. Claims management includes the
receipt of initial loss reports, creation of claim files,
determination of whether further investigation is required,
establishment and adjustment of case reserves and payment
of claims. Additionally, audits are conducted for both specific
claims and overall claims procedures at the offices of
selected ceding companies. Our reinsurance group makes use
of outside consultants for claims work from time to time.
Mortgage Operations
Our mortgage operations include mortgage insurance and
reinsurance in the U.S. and internationally, as well as
participation in GSE credit risk-sharing transactions. Our
mortgage group includes direct mortgage insurance in the
U.S. primarily through Arch Mortgage Insurance Company
(“AMIC”), United Guaranty Residential Insurance Company
(“UGRIC”), and Arch Mortgage Guaranty Company
(“AMG” and together with AMIC and UGRIC, “Arch MI
U.S.”); mortgage reinsurance primarily through Arch Re
Bermuda on both a proportional and non-proportional basis
globally; mortgage insurance and reinsurance in the EEA and
U.K. primarily through Arch Insurance (EU), and in
Australia through Arch Indemnity; and participation in
various GSE credit risk-sharing products primarily through
Arch Re Bermuda.
In 2014, we entered the U.S. mortgage insurance
marketplace, underwriting on the AMIC platform. AMIC is
licensed and operates in all 50 states, the District of
Columbia, Puerto Rico and Guam. In December 2016, we
completed the acquisition of UGC and its primary operating
subsidiary, UGRIC, which is licensed and operates in all 50
states, the District of Columbia and the U.S. Virgin Islands.
AMIC and UGRIC have each been approved as an eligible
mortgage insurer by Fannie Mae and Freddie Mac, subject to
maintaining
certain
ongoing
requirements
(“eligible
mortgage insurer”). AMG offers direct mortgage insurance to
U.S. mortgage lenders with respect to mortgages that lenders
intend to retain in portfolio or include in non-agency
securitizations. AMG, which is licensed in all 50 states and
the District of Columbia, insures mortgages that are not
intended to be sold to the GSEs, and it is therefore not
approved by either GSE as an eligible mortgage insurer.
In 2019, Arch LMI was authorized by APRA to write
lenders’ mortgage insurance. In August 2021, we acquired
Arch Indemnity, which is also authorized by APRA to write
lenders’ mortgage insurance. In December 2022, we
converted Arch LMI to a services company for our
Australian lenders mortgage insurance operations and the
company relinquished its APRA authorization. Arch LMI
and Arch Indemnity are headquartered in Sydney, Australia.
Following the conversion of Arch LMI, Arch Indemnity is
the primary provider of direct lenders’ mortgage insurance
and reinsurance to the Australian market.
Strategy. The mortgage insurance market operates on a
distinct underwriting cycle, with demand driven mainly by
the housing market and general economic conditions. As a
result, the creation of the mortgage group provides us with a
more diverse revenue stream. Our mortgage group’s strategy
is to capitalize on its financial capacity, mortgage insurance
technology platform, operational flexibility and experienced
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management to offer mortgage insurance, reinsurance and
other risk-sharing products in the U.S., Europe, the U.K. and
Australia.
Our mortgage group’s operating principles and goals are to:
•
Capitalize on profitable underwriting opportunities. Our
mortgage
group
believes
that
its
experienced
management, analytics and underwriting teams are
positioned to identify and evaluate business with
attractive risk/reward characteristics.
•
Maintain a disciplined credit risk philosophy. Our
mortgage group’s credit risk philosophy is to generate
underwriting profit through disciplined credit risk
analysis and proper pricing. Our mortgage group
believes that the key to this approach is maintaining
discipline across all phases of the applicable housing and
mortgage lending cycles.
•
Provide superior and innovative mortgage products and
services. Our mortgage group believes that it can
leverage its financial capacity, experience across
insurance product lines and the mortgage finance
industry, and its analytics and technology to provide
innovative products and superior service. The mortgage
group believes that its delivery of tailored products that
meet the specific, evolving needs of its customers will be
a key to the group’s success.
•
Maintain our position as a leading provider of U.S.
mortgage insurance business. We have been a leading
provider of mortgage insurance products and services to
national and regional banks and mortgage originators for
most of the last decade, and this position has helped us
generate significant business opportunities for Arch.
•
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.
Our mortgage group focuses on the following areas:
•
Direct mortgage insurance in the United States. Under
their monoline insurance licenses, each of Arch’s
eligible mortgage insurers may only offer private
mortgage insurance covering first lien, one-to-four
family residential mortgages. Nearly all of our mortgage
insurance written provides first loss protection on loans
originated by mortgage lenders and sold to the GSEs.
Each GSE’s Congressional charter generally prohibits it
from purchasing a mortgage where the principal balance
of the mortgage is in excess of 80% of the value of the
property securing the mortgage unless the excess portion
of the mortgage is protected against default by lender
recourse, participation or by a qualified insurer. As a
result, such “high loan-to-value mortgages” purchased
by Fannie Mae or Freddie Mac generally are insured
with private mortgage insurance.
Mortgage insurance protects the insured lender, investor
or GSE against loss in the event of a borrower’s default.
If a borrower defaults on mortgage payments, private
mortgage insurance reduces, and may eliminate, losses to
the insured. Private mortgage insurance may also
facilitate the sale of mortgage loans in the secondary
mortgage market because of the credit enhancement it
provides. Our primary U.S. mortgage insurance policies
predominantly cover individual loans and are effective at
the time the loan is originated. We also may enter into
insurance transactions with lenders and investors, under
which we insure a portfolio of loans at or after
origination. Although not currently a significant product,
we may offer mortgage insurance on a “pool” basis in
the future. Under pool insurance, the mortgage insurer
provides coverage on a group of specified loans,
typically for 100% of all contractual or policy-defined
losses on every loan in the portfolio, subject to an agreed
aggregate loss limit. Pool insurance may be in a first loss
position with respect to loans that do not have primary
mortgage insurance policies, or it may be in a second
loss position, covering losses in excess of those covered
by the primary mortgage insurance policy.
•
Mortgage insurance and reinsurance in Europe and
other
countries
where
we
identify
profitable
underwriting opportunities. Since 2011, Arch Insurance
(EU) has offered mortgage insurance to European
mortgage lenders in order to reduce lenders’ credit risk
and regulatory capital requirements associated with the
insured mortgages. In certain European countries,
lenders purchase mortgage insurance to facilitate
regulatory compliance with respect to high loan-to-value
residential lending. Arch Insurance (EU) offers mortgage
insurance on both a “flow” basis to cover new
originations and through structured transactions to cover
one or more portfolios of previously originated
residential loans. Increasingly, Arch Insurance (EU) and
Arch Re Bermuda are providing protection to European
banks on structured capital relief transactions. In
Australia, Arch Indemnity provides lenders’ mortgage
insurance on a flow basis to cover new originations and
offers coverage through structured transactions to cover
one or more portfolios of previously originated
residential loans.
•
Reinsurance. Arch Re Bermuda provides quota share
and excess of loss reinsurance covering U.S. and
international mortgages.
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•
Other credit risk-sharing products. In addition to
providing
traditional
mortgage
insurance
and
reinsurance, we offer various credit risk-sharing products
to government agencies and mortgage lenders. The GSEs
have reduced their exposure to mortgage risk by shifting
a portion of it to the private sector, creating opportunities
for insurers to assume additional mortgage risk. Arch Re
Bermuda and its affiliates have regularly participated in
both Fannie Mae and Freddie Mac single family and
multifamily risk sharing programs since their inception
over 10 years ago.
In 2019, we established Arch Credit Risk Services (Bermuda)
Ltd. (“Arch CRS”). Arch CRS is licensed by the Bermuda
Monetary Authority (“BMA”) as an insurance agent in
Bermuda. Arch CRS offers mortgage credit assessment and
underwriting advisory services with respect to participation
in GSE credit risk transfer transactions.
Underwriting Philosophy. Our mortgage group believes in a
disciplined, analytical approach to underwriting mortgage
risks by utilizing proprietary and third-party models,
including forecasting delinquency and future home price
movements with the goal of ensuring that premiums are
adequate for the risk being insured. Experienced actuaries
and statistical modelers are engaged in analytics to inform the
underwriting process. As part of the underwriting process,
our mortgage group typically assesses a variety of factors,
including the:
•
ability and willingness of the mortgage borrower to pay
its obligations under the mortgage loan being insured;
•
characteristics of the mortgage loan being insured and
the value of the collateral securing the mortgage loan;
•
financial strength, quality of operations and reputation of
the lender originating the mortgage loan;
•
home price trends and expected future home price
movements which vary by geography;
•
projections of future loss frequency and severity; and
•
adequacy of premium rates.
Sales and Distribution. In the U.S., we employ a sales force
to directly sell mortgage insurance products and services to
our customers, which include mortgage originators such as
mortgage bankers, mortgage brokers, commercial banks,
savings institutions, credit unions and community banks. Our
largest single mortgage insurance customer in the U.S.
(including branches and affiliates) accounted for 6.2% and
7.3% of our gross premiums written for the years ending
December 31, 2024 and 2023, respectively. No other
customer accounted for greater than 3.2% and 2.9% of the
gross premiums written for the years ending December 31,
2024 and 2023, respectively. The percentage of gross
premiums written on our top 10 customers was 25.2% and
24.6% as of December 31, 2024 and 2023, respectively. In
Europe, Bermuda and Australia, our products and services
are distributed on a direct basis and through brokers. Each
country represents a unique set of opportunities and
challenges that require knowledge of market conditions and
client needs to develop effective solutions.
Risk Management. Exposure to mortgage risk is monitored
globally and managed through underwriting guidelines,
pricing, reinsurance, utilization of proprietary risk models,
concentration limits and limits on net probable loss resulting
from a severe economic downturn in the housing market.
Exposure to climate risk has also been incorporated into the
risk management framework of our mortgage group to
monitor and manage our exposure to potential (i) losses
related to the direct physical impact of extreme weather
conditions or events in certain transactions; and/or (ii)
adverse economic or housing market conditions caused by
the physical impact of extreme weather conditions or events
on a region or the financial impact of transitioning to a zero
or low carbon economy on a region. Generally, mortgage
insurance policies exclude direct physical losses resulting
from physical damages, such as damage caused by extreme
weather events, though we do have some exposure to
physical damage in certain GSE credit risk transfer (“CRT”)
and European structured financial transactions. Additionally,
we actively monitor developments in the housing market,
financial regulation and public policy in the geographies
where
our
mortgage
group
operates
to
facilitate
implementation of laws, regulations and policies which
support sustainable environmental behavior and mitigate the
effects of climate change. For a discussion of our risk
management policies, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—
Summary
of
Critical
Accounting
Estimates—Ceded
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.”
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Our mortgage group has ceded a portion of its premium
through quota share and aggregate excess of loss reinsurance
agreements
which
provide
reinsurance
coverage
for
delinquencies on portfolios of in-force policies issued
between certain periods. See note 8, “Reinsurance,” to our
consolidated financial statements in Item 8 for further details.
Reinsurance arrangements do not relieve our mortgage group
from its primary obligations to insured parties. Reinsurance
recoverables are recorded as assets, predicated on the
reinsurers’ ability to meet their obligations under the
reinsurance agreements. If the reinsurers are unable to satisfy
their obligations under the agreements, our mortgage
subsidiaries would be liable for such defaulted amounts. For
our U.S. mortgage insurance business, in addition to utilizing
reinsurance, we have developed a proprietary risk model that
simulates the maximum loss resulting from severe economic
events impacting the housing market. See “Management’s
Discussion and Analysis of Financial Condition and Results
of Operations—Catastrophic Events and Severe Economic
Events.”
Claims Management. With respect to our direct mortgage
insurance business, the claims process generally begins with
notification by the insured or servicer to us of a default on an
insured loan. The insured is generally required to notify us of
a default after the borrower misses two consecutive monthly
payments. Borrowers default for a variety of reasons,
including a reduction of income, unemployment, divorce,
illness, inability to manage credit, rising interest rate levels
and declining home prices. Upon notice of a default, in
certain cases we may coordinate with loan servicers to
facilitate and enhance retention workouts on insured loans.
Retention workouts include payment deferral or forbearance,
loan modifications and other loan repayment options, which
may enable borrowers to cure mortgage defaults and retain
ownership of their homes. If a retention workout is not viable
for a borrower, our loss on a loan may be mitigated through a
liquidation workout option, including a pre-foreclosure sale
or a deed-in-lieu of foreclosure.
In the U.S., our master policies generally provide that within
60 days of the perfection of a primary insurance claim, we
have the option of:
•
paying the insurance coverage percentage specified in
the certificate of insurance multiplied by the loss
amount;
•
in the event the property is sold pursuant to an approved
prearranged sale, paying the lesser of (i) 100% of the
loss amount less the proceeds of sale of the property, or
(ii) the specified coverage percentage multiplied by the
loss amount; or
•
paying 100% of the loss amount in exchange for the
insured’s conveyance to us of good and marketable title
to the property, with us then selling the property for our
own account.
While we select the claim settlement option that best
mitigates the amount of our claim payment, in the U.S. we
generally pay the coverage percentage multiplied by the loss
amount.
Other Operations
In 2014, we and HPS Investment Partners, LLC (formerly
Highbridge Principal Strategies, LLC) (“HPS”) sponsored the
formation of Somers. Arch Re Bermuda invested $100.0
million in Somers common equity. Somers’ strategy is to
combine a diversified reinsurance and insurance business
with a disciplined investment strategy. Somers’ own
management and board of directors are responsible for its
results and profitability. Arch Re Bermuda has appointed
three directors to serve on the seven person board of directors
of Somers. In the 2020 fourth quarter, Arch Capital, Somers
and Greysbridge, a wholly-owned subsidiary of Arch Capital,
entered into a Merger Agreement pursuant to which, among
other things, Arch Capital agreed to acquire all of the
common shares of Somers not owned by Arch for a cash
purchase price of $35.00 per common share. Arch Capital has
assigned its rights under the Merger Agreement to
Greysbridge. The merger and the related Greysbridge equity
financing closed on July 1, 2021. Effective July 1, 2021,
Somers is wholly owned by Greysbridge, and Greysbridge is
owned 40% by Arch, 30% by certain investment funds
managed by Kelso and 30% by certain investment funds
managed by Warburg. See note 16, “Transactions with
Related Parties,” to our consolidated financial statements in
Item 8 for further details.
In 2017, we and Kelso sponsored the formation of Premia.
Premia’s strategy is to reinsure or acquire companies or
reserve portfolios in the non-life property and casualty
insurance and reinsurance run-off market. Arch Re Bermuda
and certain Arch co-investors invested $100.0 million and
acquired approximately 25% of Premia as well as warrants to
purchase additional common equity. Arch Re Bermuda is
providing a quota share reinsurance treaty on certain business
written by Premia, and subsidiaries of Arch Capital are
providing certain administrative and support services to
Premia, in each case pursuant to separate multi-year
agreements. Arch has appointed two directors to serve on the
seven person board of directors of Premia.
ARCH CAPITAL
12
2024 FORM 10-K
In 2021, the Company completed the share purchase
agreement with Natixis to purchase 29.5% of the common
equity of Coface. This is a long-term, strategic investment in
Coface, and fits with Arch’s efforts to develop uncorrelated
sources of underwriting income. Our companies share a focus
on specialty underwriting where knowledge and expertise
create value for our clients, and trade credit contributes to
Arch’s specialty-driven business model. Arch has appointed
four directors to serve on the ten person board of directors of
Coface.
Climate Change Considerations
We are taking steps to mitigate the effects of climate change
in our underwriting segments. We seek to identify business
opportunities associated with environmentally friendly trends
and incentivize responsible environmental behaviors. We
have adopted a thermal coal policy in our global insurance
operations and provide environmentally sustainable insurance
solutions in certain product lines.
Artificial Intelligence
Artificial intelligence (“AI”) encompasses a range of
machine-based capabilities, including traditional rule-based
and machine learning AI as well as generative AI. We
incorporate AI to assist with tasks such as catastrophe
modeling and predictive analytics to help mitigate losses and
enhance our product offerings. We also use AI in our
insurance operations in particular to provide more
information about past experiences and submissions, thus
allowing our professionals to make more data driven
underwriting
decisions.
The
use
of
generative
AI
technologies is reviewed and monitored very closely with
approval required for each new generative AI technology
proposed for use in our operations. We consider AI
capabilities invaluable opportunities to assist with our goal of
making data-driven decisions part of our business strategy.
HUMAN CAPITAL
We are driven by our common purpose of “Enabling
Possibility” for our customers, our communities and our
employees. This purpose is supported by our collaborative,
results-driven culture which relies on our dedicated, engaged
and talented people. By continuously working to offer a
meaningful and engaging employee experience, we not only
seek to help people perform at their best among colleagues
who care, but also aim to support our strategy of delivering
specialty products and innovative solutions to our customers
in each of our business segments. As of February 20, 2025,
we had just over 7,200 employees globally, compared to
around 6,400 last year, which directly speaks to our ability to
sustain our strong and unique culture as we grow, which is a
key enabler to top talent retention. We have approximately
4,100 employees in North America (U.S., Canada, Bermuda
and Cayman Islands), 1,700 employees in Europe and the
U.K. and 1,400 employees in the Philippines, Australia and
the rest of the world.
Our People and Culture. An important aspect of our culture
is sustaining an engaged and talented workforce. We strive to
leverage the best contributions and ideas of our employees
across our Company. To this end, we are committed to
embedding these principles in our operations. In 2024, our
six employee networks provided a forum for over 1,400
employees to share ideas, build community, provide
leadership opportunities for members and contribute
meaningfully to business outcomes. These networks are open
to all our employees, fostering deeper connections with
colleagues.
Talent Acquisition, Development, Rewards and Retention.
Our employees are integral to the Company, and we maintain
a sharp focus on enhancing the ways we attract, develop and
retain our high-performing talent. In 2023, we launched a
new talent acquisition model that modernized our approach to
the talent market. This aims to maximize our ability to find
and hire top talent across multiple talent pools and
proactively source pipelines of key talent.
We provide career growth opportunities through a
combination of on-the-job training and experience, exposure
to top-notch colleagues who coach and mentor, and education
and training programs designed to accelerate learning and
applying new skills and behaviors. We offer competitive
compensation
and
comprehensive
benefits
packages,
including an employee share purchase plan, parental leave,
contributions to retirement savings plans and programs to
support employee mental and physical well-being. We
recognize the financial burden of educational loans in the
U.S. and have supported our employees with a student debt
assistance program. Since the inception of the program in
2018, we have contributed approximately $5 million to this
ARCH CAPITAL
13
2024 FORM 10-K
program, including $0.9 million in 2024. We also match
eligible contributions to qualified charitable organizations
and employees are offered two paid volunteer time-off days
per calendar year with an eligible non-profit organization.
Our Arch Achieve program has recognized over 500
employees for excellence since its inception in 2009, and
each recipient is awarded a cash bonus to recognize their
accomplishments.
We continue to see high engagement with our global
recognition program, with over 65,000 awards received by
employees in 2024 (over 100,000 awards since inception in
February 2023). Awards are tied to Arch values and are used
to recognize effort and impact associated with those values.
The program directly supports our collaborative and results-
driven culture, as well as our focus on employee engagement
and retention. Approximately 70% of all awards in 2024
were peer to peer with “Embracing the power of teamwork”
trending as the top award reason followed by “Striving to
make a difference”.
We also encourage employees to continue their educational
and professional development through tuition reimbursement
plans. To attract the best talent to our industry, we offer
internship programs and an Early Career Program with an
Underwriting Track which provides participants with a robust
introduction and real technical skills to build a successful
career at Arch. Experienced professionals at Arch may
participate in manager and leadership development programs
and, for our mortgage insurance segment employees, we
offer the opportunity to seek a Mortgage Bankers Association
Certified Banker designation.
RESERVES
Reserves for losses and loss adjustment expenses (“Loss
Reserves”) represent estimates of what the insurer or
reinsurer ultimately expects to pay on claims at a given time,
based on the facts and circumstances then known, and it is
probable that the ultimate liability may exceed or be less than
such estimates. Even actuarially sound methods can lead to
subsequent adjustments to reserves that are both significant
and irregular due to the nature of the risks written. Loss
Reserves are inherently subject to uncertainty.
For detail on our Loss Reserves by segment and potential
variability in the reserving process, see the Loss Reserves
section of “Summary of Critical Accounting Estimates” in
Item 7. For an analysis of losses and loss adjustment
expenses and a reconciliation of the beginning and ending
Loss Reserves and information about prior year reserve
development, see note 5, “Reserve for Losses and Loss
Adjustment Expenses,” to our consolidated financial
statements in Item 8. For information on our reserving
process, see note 6, “Short Duration Contracts,” to our
consolidated financial statements in Item 8.
Unpaid and paid losses and loss adjustment expenses
recoverable were approximately $8.3 billion at December 31,
2024. For detail on our unpaid and paid losses and loss
adjustment expenses, see the Reinsurance Recoverables
section of “Financial Condition, Reinsurance Recoverables”
in Item 7.
INVESTMENTS
At December 31, 2024, total investable assets held by Arch
were $41.4 billion. Our current investment guidelines and
approach stress preservation of capital, market liquidity and
diversification of risk. Our investments are subject to market-
wide risks and fluctuations, as well as to risks inherent in
particular securities. While maintaining our emphasis on
preservation of capital and liquidity, we expect our portfolio
to grow and, in the future, may expand into areas that are not
part of our current investment strategy. For detail on our
investments, see the Investable Assets Held by Arch section
of “Financial Condition” in Item 7 and note 9, “Investment
Information,” to our consolidated financial statements in Item
8.
RATINGS
Our ability to underwrite business is affected by the quality
of our claims paying ability and financial strength ratings as
evaluated by independent agencies. Such ratings from third
party
internationally
recognized
statistical
rating
organizations or agencies are instrumental in establishing the
financial security of companies in our industry. We believe
that the primary users of such ratings include commercial and
investment banks, policyholders, brokers, ceding companies
and investors. Insurance ratings are also used by insurance
and reinsurance intermediaries as an important means of
assessing the financial strength and quality of insurers and
reinsurers, and are often an important factor in the decision
by an insured or intermediary of whether to place business
with a particular insurance or reinsurance provider.
The financial strength ratings of our operating insurance and
reinsurance subsidiaries are subject to periodic review as
rating agencies evaluate us to confirm that we continue to
meet their criteria for ratings they have assigned to us. Such
ratings may be revised or revoked at the discretion of such
ratings agencies in response to a variety of factors, including
capital
adequacy,
management,
earnings,
forms
of
capitalization and risk profile. A.M. Best Company (“A.M.
Best”), Fitch Ratings (“Fitch”), Moody’s Investors Service
(“Moody’s”) and Standard & Poor’s (“S&P”) are ratings
agencies which have assigned financial strength and/or issuer
ratings to Arch Capital and/or one or more of its subsidiaries.
ARCH CAPITAL
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2024 FORM 10-K
The ratings issued on our companies by these agencies are
announced publicly and are available on our website and
directly from the agencies.
COMPETITION
The worldwide insurance markets are highly competitive. We
compete with major U.S. and non-U.S. insurers and
reinsurers, some of which have greater financial, marketing
and management resources and longer-term relationships
with insureds and brokers than us. We compete primarily on
the basis of overall financial strength, ratings assigned by
independent rating agencies, geographic scope of business,
strength of client relationships, premiums charged, contract
terms and conditions, products and services offered, speed of
claims payment, reputation, employee experience, and
qualifications and local presence. See “Risk Factors—Risks
Relating to Our Industry, Business and Operations—“We
operate in a highly competitive environment, and we may not
be able to compete successfully in our industry.”
In our property casualty insurance and reinsurance
businesses, we compete with insurers and reinsurers that
provide specialty, property, and casualty lines of insurance,
including, but not limited to Allianz, American Financial
Group, Inc., American International Group, Inc., Aviva,
AXA XL, AXIS Capital Holdings Limited, Berkshire
Hathaway, Inc., Chubb Limited, CNA Financial Corp.,
Convex Group Limited, Everest Group Ltd., Fairfax
Financial Holdings Limited, Hannover Rück SE, The
Hartford Financial Services Group, Inc., Liberty Mutual
Group, Lloyd’s, Markel Corporation, Munich Re Group,
PartnerRe Ltd., RenaissanceRe Holdings Ltd., RLI Corp.,
SCOR, Sompo International, Swiss Reinsurance Company,
Tokio Marine, The Travelers Companies, Inc., W.R. Berkley
Corp. and Zurich Insurance Group.
In our mortgage business, we compete with insurers and
reinsurers that provide mortgage insurance, including the U.S
mortgage insurance subsidiaries of Essent Group Ltd., Enact
Holdings Inc., MGIC Investment Corporation, NMI Holdings
Inc. and Radian Group Inc. The private mortgage insurance
industry is highly competitive. Private mortgage insurers
generally compete on the basis of underwriting guidelines,
pricing, terms and conditions, financial strength, product and
service offerings, customer relationships, reputation, the
strength of management, technology, and innovation in the
delivery and servicing of insurance products. Arch MI U.S.
and other private mortgage insurers compete with federal and
state government agencies that sponsor their own mortgage
insurance programs. The private mortgage insurers’ principal
government
competitor
is
the
Federal
Housing
Administration (“FHA”) and, to a lesser degree, the U.S.
Department of Veterans Affairs (“VA”). Future changes to
the FHA program, including any reduction to premiums
charged, may impact the demand for private mortgage
insurance.
In addition, Arch MI U.S. and other private mortgage
insurers increasingly compete with multi-line reinsurers and
capital markets alternatives to private mortgage insurance.
The GSEs continued their respective mortgage CRT
programs, including the use of front and back-end
transactions with multi-line reinsurers, with approximately 25
unique (re)insurers that regularly participate in transactions in
addition to funded credit investors. These transactions
continue to create opportunities for multi-line property
casualty reinsurance groups and capital markets participants.
In our non-U.S. mortgage insurance businesses, we compete
with insurance subsidiaries of Helia Group Ltd. and QBE
Insurance Group, Ltd. in Australia as well as the Australian
Government’s Home Guarantee Scheme that provides
coverage to participating lenders for first time homebuyers
and other eligible borrowers; in Europe, our competitors on
structured capital relief transactions include approximately
10-15 highly rated multi-line (re)insurers in addition to over
30 funded credit investors.
ENTERPRISE RISK MANAGEMENT
General. Enterprise Risk Management (“ERM”) is a key
element in our philosophy, strategy and culture. We employ
an ERM framework that includes underwriting, reserving,
investment, credit, group and operational risks. Risk appetite
and exposure limits are set by our executive management
team, reviewed with the Board and its committees and
routinely discussed with business unit management. These
limits are articulated in our risk appetite statement, which
details risk appetite, tolerances and limits for each major risk
category, and are integrated into our operating guidelines.
Exposures are aggregated and monitored periodically by our
corporate risk management team. The reporting, review and
approval of risk management information is integrated into
our annual planning process, capital modeling and allocation,
and reinsurance purchasing strategy. Such information is
reviewed at insurance business reviews, reinsurance
underwriting meetings and board level committees.
Risk Management Process and Procedures. The following
narrative provides an overview of our risk management
framework and our methodology for identifying, measuring,
managing and reporting on the key risks affecting us. It
outlines our approach to risk identification and assessment
and provides an overview of our risk appetite and tolerance
for each of the following major risks: underwriting
(insurance) risk including pricing, reserving and catastrophe;
investment risk including market and liquidity risks; group
risk including strategic, governance, rating agency and
capital market risk; credit risk; and operational risk including
ARCH CAPITAL
15
2024 FORM 10-K
regulatory, cyber security, investor relations (reputational
risk) and outsourcing risks. We view sustainability related
risks not as standalone risks but as an integral part of our
enterprise-wide risk management strategy. Consequently,
evaluations of these risks are embedded throughout our risk
management framework.
The framework includes details of our risk philosophy and
policies to address the material risks confronting us and the
approach and procedures to control and or mitigate these
risks. The actions and policies implemented to meet our
business management and regulatory obligations form the
core of this framework. We have adopted a holistic approach
to risk management by analyzing risk from both a top-down
and bottom-up perspective.
Risk Identification and Assessment. The Finance, Investment
and Risk Committee (“FIR Committee”), Audit Committee
and Underwriting Oversight Committee of the Board oversee
the top-down and bottom-up review of our risks. Given the
nature and scale of our operations, these committees consider
all aforementioned risks within the scope of the assessment.
Arch Capital’s Chief Risk Officer (“CRO”) assists these
committees in the identification and assessment of all key
risks. The CRO is responsible for maintaining Arch Capital’s
risk register and continually reviewing and challenging risk
assessments, including the impact of emerging risks and
significant business developments. Any new high-level risks
or changes in inherent or residual designations are brought to
the Board’s or the relevant committee’s attention.
Risk
Monitoring
and
Control.
Arch
Capital’s
risk
management framework requires risk owners to monitor key
risks on a continuous basis. The highest residual risks are
actively managed by the Board and relevant committees. The
remaining risks are managed and monitored at a process level
by the risk owners and/or the CRO. Risk owners have
ultimate responsibility for the day-to-day management of
each designated risk, reporting to the CRO on the satisfactory
management and control of the risk and timely escalation of
significant issues that may arise in relation to that risk. The
CRO is responsible for overseeing the monitoring of all risks
across the business and for communicating to the relevant
risk owners if she becomes aware of issues, or potential and
actual breaches of risk appetite, relevant to the assigned risks.
A key element of these monitoring activities is the periodic
evaluation of our position relative to risk tolerances and
limits approved by the Board.
Risk Reporting. Quarterly, the CRO compiles the results of
the key risk review process into a report to the Board and
relevant committees for review and discussion at their next
meeting. The report includes an overview of selected key
risks; a risk dashboard that depicts the status of risk limit and
tolerance metrics; changes in the rating of high-level risks in
the Arch Capital risk register; and summaries of our largest
exposures and reinsurance recoverables. If necessary, risk
management matters reviewed at the committee meetings are
presented for discussion by the Board. The CRO is
responsible for immediately escalating any significant risk
matters to executive management, the respective Board
Committee and/or the Board for approval of the required
remediation. As part of our corporate governance, the Board
and certain of its committees hold regular executive sessions
with members of our management team. These sessions are
intended to ensure an open and frank dialogue exists about
various forms of risk across the organization.
Implementation and Integration. We believe that an
integrated approach to developing, measuring and reporting
our Own Risk and Solvency Assessment (“ORSA”) is an
important part of the risk management framework. The
ORSA process provides the link between Arch Capital’s risk
profile, its board-approved risk appetite including approved
risk tolerances and limits, its business strategy and its overall
solvency requirements. The ORSA is the entirety of the
processes and procedures employed to identify, assess,
monitor, manage, and report the short and long-term risks we
face or may face and to determine the capital necessary to
ensure that our overall solvency needs are met at all times.
The ORSA also makes the link between actual reported
results and the capital assessment.
The ORSA is the basis for risk reporting to the Board and its
committees and acts as a mechanism to embed the risk
management framework within our decision making
processes and operations. The Board has delegated
responsibility for supervision and oversight of the ORSA to
the FIR Committee. This oversight includes regular reviews
of the ORSA process and output. An ORSA report is
produced at least annually, and the results of each assessment
are reported to the Board. The Board actively participates in
the ORSA process by steering how the assessment is
performed and challenging its results. This assessment is also
taken into account when formulating strategic decisions.
The ORSA process and reporting are also important parts of
our business strategy, tailored specifically to fit into our
organizational structure and risk management system with
the appropriate techniques in place to assess our overall
solvency needs, taking into consideration the nature, scale
and complexity of the risks inherent in the business.
We also take the results of the ORSA into account within our
system
of
governance,
including
long-term
capital
management,
business
planning
and
new
product
development. The results of the ORSA also contribute to
various elements of our strategic decision-making including
how best to optimize capital management, establish the most
appropriate premium levels and decide whether to retain or
transfer risks.
ARCH CAPITAL
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2024 FORM 10-K
For further discussion of our risk management policies, see
the Ceded Reinsurance section of “Summary of Critical
Accounting Estimates” in Item 7.
REGULATION
General
Our insurance and reinsurance subsidiaries are subject to
varying degrees of regulation and supervision in the various
jurisdictions in which they operate. The current material
regulations under which we operate are described below. We
may become subject in the future to regulation in new
jurisdictions or to additional regulations in existing
jurisdictions.
Bermuda
General. Our main Bermuda insurance operating subsidiary,
Arch Re Bermuda, is dual licensed as a Class 4 general
business insurer and a Class C long-term insurer and is
subject to the Insurance Act 1978 of Bermuda and related
regulations, as amended (“Insurance Act”). AGRL, a Class
3A general insurer in Bermuda, is also subject to the
Insurance Act. Among other matters, the Insurance Act
imposes certain solvency and liquidity standards, auditing
and reporting requirements, the submission of certain period
examinations of its financial conditions and grants the BMA
powers to supervise, investigate, require information and
demand the production of documents and intervene in the
affairs of insurance companies. Significant requirements
include the appointment of an independent auditor, the
appointment of a loss reserve specialist, the appointment of a
principal representative in Bermuda, the filing of annual
Statutory Financial Returns, the filing of annual financial
statements in accordance with U.S. generally accepted
accounting principles (“GAAP”), the filing of an annual
capital and solvency return, compliance with minimum and
enhanced capital requirements, compliance with certain
restrictions on reductions of capital and the payment of
dividends and distributions, compliance with group solvency
and supervision rules, if applicable, and compliance with the
Insurance Code of Conduct (relating to corporate governance,
risk management and internal controls).
The Insurance Act provides a minimum liquidity ratio for
Bermuda insurers engaged in general business, such as
AGRL and Arch Re Bermuda. AGRL is required to maintain
the value of its relevant assets at not less than 75% of the
amount of its relevant liabilities. Arch Re Bermuda must also
comply with the same minimum liquidity ratio and minimum
solvency margin in respect of its general business, only. The
minimum solvency margin, which varies depending on the
class of the insurer, is determined as a percentage of either
net reserves for losses and loss adjustment expenses (“LAE”)
or premiums or pursuant to a risk-based capital measure.
Arch Re Bermuda and AGRL are also subject to an enhanced
capital requirement (“ECR”) which is established by
reference
to
either
the
Bermuda
Solvency
Capital
Requirement model (“BSCR”) or an approved internal capital
model. The BSCR model is a risk-based capital model which
provides a method for determining an insurer’s capital
requirements (statutory capital and surplus) by taking into
account the risk characteristics of different aspects of the
insurer’s business. The BMA has established a target capital
level for each Class 3A and Class 4 insurer equal to 120% of
its ECR. While a Class 3A and/or Class 4 insurer is not
currently required to maintain its available statutory
economic capital and surplus at this level, the target capital
level serves as an early warning tool for the BMA, and failure
to maintain statutory capital at least equal to the target capital
level will likely result in increased regulatory oversight. As a
Class C insurer, Arch Re Bermuda is also required to
maintain available statutory economic capital and surplus in
respect of its long-term business at a level equal to or in
excess of its long-term enhanced capital requirement that is
established by reference to either the Class C BSCR model or
an approved internal capital model.
Arch Re Bermuda is prohibited from declaring or paying any
dividends during any financial year if it is in breach of its
general business or long-term business enhanced capital
requirements, minimum solvency margins or its general
business minimum liquidity ratio or if the declaration or
payment of such dividends would cause such a breach. As a
general business insurer, AGRL is also prohibited from
declaring or paying any dividends during any financial year if
it is in breach of its capital requirements, solvency margins or
its minimum liquidity ratio or if the declaration or payment
thereof would cause such a breach. If either Arch Re
Bermuda and/or AGRL has failed to meet its minimum
solvency margins or minimum liquidity ratio on the last day
of any financial year, it will be prohibited, without the
approval of the BMA, from declaring or paying any
dividends during the next financial year. In addition, each of
Arch Re Bermuda and AGRL is prohibited from declaring or
paying in any financial year dividends of more than 25% of
its total statutory capital and surplus (as shown on its
previous financial year’s statutory balance sheet) unless it
files (at least seven days before payment of such dividends)
with the BMA an affidavit stating that it will continue to
meet the required margins. Without the approval of the
BMA, each of Arch Re Bermuda and AGRL are prohibited
from reducing by 15% or more its total statutory capital as set
out in its previous year’s financial statements and any
application for such approval must include an affidavit
stating that it will continue to meet the required margins.
Where such an affidavit is filed, it shall be available for
public inspection at the offices of the BMA. Under the
Bermuda Companies Act of 1981, as amended (the
“Companies Act”), Arch Re Bermuda and AGRL may each
ARCH CAPITAL
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2024 FORM 10-K
declare or pay a dividend out of distributable reserves only if
the company has reasonable grounds for believing that it is,
or would after the payment 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.
Policyholder Priority. The Insurance Amendment (No. 2)
Act 2018 amended the Insurance Act to provide for the prior
payment of policyholders’ liabilities ahead of general
unsecured creditors in the event of the liquidation or winding
up of an insurer. The amendments provide inter alia that,
subject to certain statutorily preferred debts, the insurance
debts of an insurer must be paid in priority to all other
unsecured debts of the insurer. Insurance debt is defined as a
debt to which an insurer is or may become liable pursuant to
an insurance contract excluding debts owed to an insurer
under an insurance contract where the insurer is the person
insured.
Group Supervision. The BMA acts as group supervisor of our
group of insurance and reinsurance companies (“Group”) and
has designated Arch Re Bermuda as the designated insurer
(“Designated Insurer”). As our Group supervisor, the BMA
performs a number of functions including: (i) coordinating
the gathering and dissemination of relevant or essential
information for going concerns and emergency situations,
including the dissemination of information which is of
importance for the supervisory task of other competent
authorities; (ii) carrying out supervisory reviews and
assessments of our Group; (iii) carrying out assessments of
our Group's compliance with the rules on solvency, risk
concentration, intra-group transactions and good governance
procedures; (iv) planning and coordinating through regular
meetings held at least annually (or by other appropriate
means) with other competent authorities, supervisory
activities in respect of our Group; both as a going concern
and
in
emergency
situations
(v)
coordinating
any
enforcement action that may need to be taken against our
Group or any Group member(s); and (vi) planning and
coordinating meetings of colleges of supervisors in order to
facilitate the carrying out of these functions. As Designated
Insurer, Arch Re Bermuda is required to facilitate compliance
by our Group with the group insurance solvency and
supervision rules.
On an annual basis, the Group is required to file the Group
statutory financial statements, a Group statutory financial
return, a Group capital and solvency return, audited Group
financial statements, a Group Solvency Self-Assessment
(“GSSA”), and a financial condition report with the BMA.
The GSSA is designed to document our perspective on the
capital resources necessary to achieve our business strategies
and remain solvent, and to provide the BMA with insights on
our
risk
management,
governance
procedures
and
documentation related to this process. In addition, the
Designated Insurer is required to file quarterly group
financial returns with the BMA. The Group is also required
to maintain available Group statutory economic capital and
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.
International Association of Insurance Supervisors (“IAIS”).
The IAIS is a voluntary membership organization of
insurance supervisors and regulators from more than 200
jurisdictions, including Bermuda and the U.S. states (through
the National Association of Insurance Commissioners, or
“NAIC”). In November 2019, the IAIS adopted the Holistic
Framework for Systemic Risk in the Insurance Sector
(“Holistic Framework”) and the Common Framework for
Supervision of Internationally Active Insurance Groups
(“ComFrame”).
The Holistic Framework is an enhanced set of supervisory
policy measures for macroprudential purposes, designed to
mitigate systemic risk and increase resilience through a
sector-wide approach. ComFrame establishes supervisory
standards and guidance focusing on the effective group-wide
supervision of large Internationally Active Insurance Groups
(“IAIGs”). Among other things, ComFrame prescribes a risk-
based, global insurance capital standard (“ICS”) for IAIGs
for the purpose of creating a common framework for
comparing and assessing IAIGs’ group-wide capital
adequacy. While IAIS standards currently have no legal
effect, IAIS members, including the BMA and the NAIC, are
required to implement certain IAIS standards to maintain
good standing and prevent retaliatory measures from other
IAIS members. On that basis, IAIS members are required to
implement ICS, or an alternative group-wide capital
requirement that provides comparable outcomes, for IAIGs,
beginning in 2025.
The BMA is expected to embed ComFrame and the Holistic
Framework standards, including the ICS, into the Bermuda
commercial regulatory regime (particularly for IAIGs)
effective as of May 1, 2025. The new standards aim to ensure
that insurers prepare for a range of possible adverse situations
ahead of any severe stress condition, including the creation
and adoption of recovery plans through Arch Re Bermuda’s
internal governance. These standards are expected to apply to
Arch Re Bermuda as a commercial insurer. Additional
guidance from the BMA in relation to recovery planning is
expected to be consulted and published in 2025.
On October 30, 2024, the IAIS released a public register of
59 IAIGs that have been disclosed by relevant supervisors.
Arch Capital was formally designated as an IAIG by the
BMA, its group-wide supervisor, in 2024 and listed by the
BMA on the aforementioned public register. As such, Arch is
subject to international oversight coordinated by the BMA.
Consultation remains ongoing between Arch Re Bermuda
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and the BMA on the requirements applicable to the Group
under Bermuda law and in line with the proposed
modifications to the BMA’s prudential framework as
ComFrame and the Holistic Framework develop.
Fit and Proper Controllers. The BMA maintains supervision
over the controllers of all Bermuda registered insurers,
brokers, agents and insurance marketplace providers. For so
long as the shares of Arch Capital are listed on the Nasdaq or
another recognized stock exchange, any person who, directly
or indirectly, becomes a holder of at least 10%, 20%, 33% or
50% of our common shares must notify the BMA in writing
within 45 days of becoming such a holder (or ceasing to be
such a holder). The BMA may object to such a person and
require the holder to reduce its holding of common shares
and direct, among other things, that voting rights attaching to
the common shares shall not be exercisable.
Economic Substance Act. In December 2018, Bermuda
enacted the Economic Substance Act 2018 (as amended) of
Bermuda and its related regulations (together, the “ES Act”).
The ES Act came into force on January 1, 2019, and provides
that a registered entity other than an entity which is resident
for tax purposes in certain jurisdictions outside Bermuda
(“non-resident entity”) that carries on as a business any one
or more of the “relevant activities” referred to in the ES Act
must comply with economic substance requirements. The list
of “relevant activities” includes carrying on any one or more
of the following activities: banking, insurance, fund
management, financing, leasing, headquarters, shipping,
distribution and service center, intellectual property and
holding entities. Under the ES Act, if a company is engaged
in one or more “relevant activities”, it is required to maintain
a substantial economic presence in Bermuda and to comply
with the economic substance requirements set forth in the ES
Act. A company will comply with those economic substance
requirements if it: (a) is managed and directed in Bermuda;
(b) undertakes “core income generating activities” (as may be
prescribed under the ES Act) in Bermuda in respect of the
relevant activity; (c) maintains adequate physical presence in
Bermuda; (d) has adequate full time employees in Bermuda
with suitable qualifications; and (e) incurs adequate operating
expenditure in Bermuda in relation to the relevant activity
undertaken by it.
Companies that are licensed under the Insurance Act and
thereby carry on insurance as a relevant activity are generally
considered to operate in Bermuda with adequate substance if
they comply with the existing provisions of (a) the
Companies Act relating to corporate governance; and (b) the
Insurance Act, that are applicable to the economic substance
requirements, and the Registrar will have regard to such
companies’ compliance in his assessment of compliance with
the economic substance requirements. That being said, such
companies are still required to complete and file a
Declaration Form, with the Bermuda Registrar of Companies
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.
Insurance Sector Operational Cyber Risk Management Code
of Conduct (“Cyber Risk Management Code of Conduct”).
The BMA recognized that cyber incidents can cause
significant financial losses and/or reputational impacts across
the insurance industry and implemented the Cyber Risk
Management Code of Conduct in October 2020. All Bermuda
insurers, insurance managers and intermediaries registered
under the Insurance Act are required to comply with the
BMA’s Cyber Risk Management Code of Conduct, which
established duties, requirements and standards to be complied
by each registrant in relation to operational cyber risk
management. This requires Arch Re Bermuda to develop a
cyber risk policy, which is to be delivered pursuant to an
operational cyber risk management program and appoint an
appropriately qualified member of staff or outsourced
resource to the role of Chief Information Security Officer.
The role of the Chief Information Security Officer is to
deliver the operational cyber risk management program.
It is expected that the cyber risk policy will be approved by
the Arch Re Bermuda board of directors at least annually.
The BMA will assess Arch Re Bermuda’s compliance with
the Cyber Risk Management Code of Conduct in a
proportionate manner relative to the nature, scale and
complexity of its business. Failure to comply with the
requirements of the Cyber Risk Management Code of
Conduct will be taken into account by the BMA in
determining whether Arch Re Bermuda is conducting its
business in a sound and prudent manner as prescribed by the
Insurance Act and may result in the BMA exercising its
powers of intervention and investigation.
Notification of Cyber Reporting Events. Every Bermuda
insurer is required to notify the BMA forthwith on it coming
to the knowledge of the insurer, or where the insurer has
reason to believe that a Cyber Reporting Event has occurred.
Within fourteen (14) days of such notification, the insurer
must also furnish the BMA with a written report setting out
all of the particulars of the Cyber Reporting Event that are
available to it. A Cyber Reporting Event includes any act that
results in the unauthorized access to, disruption, or misuse of
electronic systems or information stored on such systems of
an insurer, including breach of security leading to the loss or
unlawful destruction or unauthorized disclosure of or access
to such systems or information where there is a likelihood of
an adverse impact to policyholders, clients or the insurer’s
insurance business, or an event that has occurred for which
notice is required to be provided to a regulatory body or
government agency.
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Personal Information Protection Act 2016. Bermuda’s
principal data protection and privacy legislation is the
Personal Information Protection Act 2016 (“PIPA”). On
January 1, 2025, PIPA was fully implemented. PIPA 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. PIPA does not define
privacy explicitly but rather defines “personal information”
and sets out privacy rules for institutions to follow for the
collection, use, disclosure, maintenance, retention, security
and disposal of personal information. 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
means carrying out any operation on personal information,
including collecting, obtaining, recording, holding, storing,
organizing, adapting, altering, retrieving, transferring,
consulting, disclosing, disseminating or otherwise making
available, combining, blocking, erasing or destroying it.
Personal information used by an insurer in Bermuda would
include
(without
limitation)
information
relating
to
policyholders, employees, consultants, service providers,
officers, employees, consultants or any other third party of
the insurer. Our Bermuda entities are subject to PIPA
requirements.
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. All Arch Bermuda
operations are subject to the requirements of the Bermuda
CIT Act.
United States
General. Our U.S. based insurance operating subsidiaries are
subject to extensive governmental regulation and supervision
by the states and jurisdictions in which they are domiciled,
licensed and/or approved to conduct business. The insurance
laws and regulations of the state of domicile have the most
significant impact on operations. We currently have U.S.
insurance and/or reinsurance subsidiaries domiciled in
Delaware, North Carolina, Missouri, Wisconsin, Kansas and
the District of Columbia and we may acquire insurers
domiciled in other states in the future. State insurance
regulation
and
supervision
is
designed
to
protect
policyholders
rather
than
investors.
Generally,
state
regulatory authorities have broad regulatory powers over
such matters as licenses, standards of solvency, premium
rates, policy forms, marketing practices, claims practices,
investments, methods of accounting, form and content of
financial statements, certain aspects of governance, ERM,
amounts we are required to hold as reserves for future
payments, minimum capital and surplus requirements, annual
and other report filings and transactions among affiliates. Our
U.S. based subsidiaries are required to file detailed quarterly
and audited annual statutory financial statements with state
insurance regulators. In addition, regulatory authorities
conduct periodic financial, claims and market conduct
examinations. Certain insurance regulatory requirements are
highlighted below. In addition to regulation applicable
generally to U.S. insurance and reinsurance companies, our
U.S. mortgage insurance operations are affected by federal
and state regulation relating to mortgage insurers, mortgage
lenders, and the origination, purchase and sale of residential
mortgages. Arch Insurance (U.K.) is also subject to certain
governmental regulation and supervision in the states where
it writes excess and surplus lines insurance.
Holding Company Regulation. All states have enacted
legislation that regulates insurance holding company systems.
These regulations generally provide that each insurance
company in the system is required to register with the
insurance department of its state of domicile and furnish
information concerning the operations of companies within
the holding company system which may materially affect the
operations, management or financial condition of the insurers
within the system. Notice to the state insurance departments
is required prior to the consummation of certain material
transactions between an insurer and any entity in its holding
company system and certain transactions may not be
consummated without the applicable insurance department’s
prior approval or non-disapproval after receiving notice. The
holding company acts also prohibit any person from directly
or indirectly acquiring control of a U.S. insurance or
reinsurance company unless that person has filed an
application with specified information with such company’s
domiciliary
commissioner
and
has
obtained
the
commissioner’s prior approval. Under most states’ statutes
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acquiring 10% or more of the voting securities of an
insurance company or its parent company is presumptively
considered an acquisition of control of the insurance
company, although such presumption may be rebutted.
State holding company acts and regulations also impose
extensive informational requirements on parents and other
affiliates of licensed insurers or reinsurers with the purpose
of protecting them from enterprise risk, including requiring
an annual enterprise risk report by the ultimate controlling
person identifying the material risks within the insurance
holding company system that could pose enterprise risk to the
licensed companies and requiring a person divesting its
controlling interest to make a confidential advance notice
filing.
The NAIC Insurance Holding Company System Model Act
and Model Regulation (“Insurance Holding Company
Models”) include provisions that require the ultimate
controlling person of an insurance holding company system
to file an annual group capital calculation (“GCC”), unless
the ultimate controlling person or its insurance holding
company system is exempt from the filing requirement. The
GCC amendments to the Insurance Holding Company
Models aim to streamline group-wide supervision by
leveraging U.S. regulators’ existing risk and solvency
measures and applying them on a group-wide basis. Arch’s
U.S. lead state regulator, the Missouri Department of
Commerce & Insurance (“MDCI”), adopted the GCC
provisions of the Insurance Holding Company Models in
2021.
In November 2024, the form of group capital calculation set
forth
in
the
Insurance
Holding
Company
Models
(“aggregation method”) was deemed by the IAIS to be an
acceptable alternative group-wide capital requirement to the
IAIS-developed ICS, meaning that the U.S.-developed
aggregation method will be considered an outcome-
equivalent approach to the ICS. The Company has been
advised by the MDCI that it has no current intention of
requiring Arch to submit a GCC report.
Regulation of Dividends and Other Payments from Insurance
Subsidiaries. The ability of an insurer to pay dividends or
make other distributions is subject to insurance regulatory
limitations of the insurer’s state of domicile. Such laws
generally limit the payment of dividends or other
distributions above a specified level. Dividends or other
distributions in excess of such thresholds are “extraordinary”
and are subject to prior notice and approval, or non-
disapproval after receiving notice.
Credit for Reinsurance. A U.S. primary insurer ordinarily
will enter into a reinsurance agreement only if it is able to
obtain credit for the reinsurance ceded on its U.S. statutory-
basis financial statements. As a result of the requirements
relating to the provision of credit for reinsurance, Arch Re
U.S., Arch Re Bermuda and AGRL are indirectly subject to
certain regulatory requirements imposed by U.S. jurisdictions
in which ceding companies are domiciled. In general, credit
for reinsurance is allowed if the reinsurer is licensed or
“accredited” in the state in which the primary insurer is
domiciled; or if none of the above applies, to the extent that
the reinsurance obligations of the reinsurer are collateralized
appropriately, typically through the posting of a letter of
credit for the benefit of the primary insurer or the deposit of
assets into a trust fund established for the benefit of the
primary insurer.
U.S. primary insurers also may receive credit for reinsurance
ceded to unauthorized reinsurers without collateral or with
less than 100% collateral under revisions to the NAIC Credit
for Reinsurance Model Law (#785) and the Credit for
Reinsurance Model Regulation (#786) (collectively, the
“NAIC Model Law and Regulation”). All U.S. states, the
District of Columbia and Puerto Rico have adopted revisions
to the NAIC Model Law and Regulation that allow full credit
to U.S. ceding insurers for reinsurance ceded to reinsurers
that have been approved as “certified reinsurers” based upon
less than 100% collateralization. As of January 24, 2025,
Arch Re Bermuda is approved as a “certified reinsurer” for
the 2025 calendar year in 47 states with applications pending
in 6 additional states and territories. In addition, 2019
amendments to the NAIC Model Law and Regulation
eliminate reinsurance collateral requirements for reinsurers
that (1) have their head office or are domiciled in EU
Member States, the U.K., NAIC accredited U.S. jurisdictions
and other jurisdictions deemed “reciprocal jurisdictions” by
the NAIC (although individual states may approve or reject
the designation of such other jurisdictions as a “reciprocal
jurisdiction”), and (2) have been approved as a “reciprocal
jurisdiction reinsurer.” The NAIC list of approved reciprocal
jurisdictions includes Bermuda, Japan and Switzerland. All
U.S. states, the District of Columbia and Puerto Rico have
adopted the 2019 amendments to the NAIC Model Law and
Regulation. As of January 24, 2025, Arch Re Bermuda is
approved as a “reciprocal jurisdiction reinsurer” for the 2025
calendar year in 49 states with applications pending in 4
additional states and territories. In addition, as of January 24,
2025, AGRL is approved as a “reciprocal jurisdiction
reinsurer” in its lead state of Missouri and an additional four
states for the 2025 calendar year. In October 2024, the U.S.
Department of the Treasury recognized Arch Re Bermuda as
an Alien Reinsurer (except on excess risks running to the
U.S.), which allows T-Listed ceding companies to eliminate
regulatory collateral requirements under the U.S. Treasury
rules.
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2024 FORM 10-K
Risk Management and ORSA. The NAIC Risk Management
and Own Risk Solvency Assessment Model Act (“ORSA
Model Act”) provides that domestic insurers, or their
insurance group, must regularly conduct an ORSA consistent
with a process comparable to the ORSA Guidance Manual
process. The ORSA Model Act also provides that, no more
than once a year, an insurer’s domiciliary regulator may
request that an insurer submit an ORSA summary report, or
any combination of reports that together contain the
information described in the ORSA Guidance Manual, with
respect to the insurer and/or the insurance group of which it
is a member. States may impose additional internal review
and regulatory filing requirements on licensed insurers and
their parent companies. All states have enacted the ORSA
Model Act or substantially similar legislation.
Cybersecurity and Privacy. The SEC maintains cybersecurity
disclosure rules (“SEC Cybersecurity Rules”) mandating
cybersecurity incident and risk management disclosure for
public companies such as Arch. The SEC Cybersecurity
Rules became effective in December 2023 and mandate that
public companies report a cybersecurity incident on a Form
8-K within four days after they determine that the incident is
material. Additional disclosure by registrants in the Form 10-
K annual report should describe their processes for assessing,
identifying and managing material risks from cybersecurity
threats, the material impacts of cybersecurity threats and
previous
cybersecurity
incidents.
See
Item
1C,
“Cybersecurity”
for
further
information
about
our
disclosures.
In March 2022, the U.S. government passed the Cyber
Incident Reporting for Critical Infrastructure Act of 2022,
which will require companies deemed to be part of U.S.
critical infrastructure to report any substantial cybersecurity
incidents or ransom payments to the federal government
within 72 and 24 hours, respectively. The Cybersecurity &
Infrastructure Security Agency considers financial services,
which
includes
insurance
companies,
as
a
critical
infrastructure sector. The implementing regulations are not
expected on or before October 4, 2025.
The NAIC adopted an Insurance Data Security Model Law in
2017 that requires insurers, insurance producers and other
entities required to be licensed under state insurance laws to
comply with certain requirements under state insurance laws,
such as developing and maintaining a written information
security program, conducting risk assessments overseeing the
data security practices of third-party service providers and
meeting expanded breach notification requirements. This
model law has been adopted in states in which our U.S.
subsidiaries are licensed and operate. In addition, certain state
insurance regulators, such as the New York Department of
Financial Services (“NYDFS”), continue to issue regulations
and guidance that impose regulatory requirements relating to
privacy and cybersecurity.
Privacy legislation and regulation also exists in many of the
U.S. states. The California Consumer Privacy Act of 2018
(“CCPA”), effective since January 1, 2023, grants California
consumers certain rights to, among other things, access,
correct and delete data about them subject to certain
exceptions, as well as a private right of action related to
cybersecurity breaches with statutory penalties. The CCPA
created a new privacy-focused California regulatory agency
with enforcement authority, the California Privacy Protection
Agency (“CPPA”) and certain rules regarding cybersecurity
audits and privacy risk assessments that have been proposed
by the CPPA may be adopted in the future.
In addition, a range of new cybersecurity and privacy laws
have been passed or are under consideration in other states,
as well as by the federal government. Twenty states have
passed comprehensive state data privacy laws and such laws
are effective in thirteen of those states. These state laws
provide consumer privacy rights and protections like those in
the CCPA and CPRA, although many of them exempt
entities subject to the Gramm-Leach-Bliley Act from their
requirements.
Artificial Intelligence. The increased use of automated
processes by insurers, including algorithms, artificial
intelligence (generative and predictive) (“AI”) and predictive
models that make use of large datasets and data analytics, has
led to additional regulatory attention to insurer practices
including in relation to risk selection, pricing and claims, as
well as governance and oversight of AI and predictive
models.
In 2023, the NAIC adopted a model bulletin entitled “Use of
Artificial Intelligence Systems by Insurers” that sets forth
state insurance regulators’ expectations on how insurers
should govern the use of advanced analytical and
computational technologies used to make or support
decisions impacting consumers. Such expectations include
implementation of a written program for the responsible use
of AI systems that make or support decisions related to
regulated insurance practices, which program should be
designed to mitigate certain risks. As of February 1, 2025, at
least 20 states have adopted the bulletin and we expect more
states to do the same.
States with specific AI guidance or regulations impacting our
U.S. insurance companies include California, Colorado and
New York. NYDFS expects insurers doing business in New
York to observe their 2024 Insurance Circulator Letter No.7
regarding the use of AI systems which adopts a risk-based
approach to evaluating their AI systems used for
underwriting and pricing of insurance products. AI systems
should be assessed to ensure that they do not produce
disproportionate adverse effects in underwriting or pricing
for similarly situated individuals and tested regularly to
ensure that they do not produce unfair or unlawful outcomes.
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2024 FORM 10-K
The NYDFS also issued guidance regarding cybersecurity
risks arising from AI requiring us to continuously assess
these risks and implement appropriate cybersecurity
measures to mitigate these threats.
California passed several AI statutes in 2024 (Assembly Bills
2885 and 1008, Senate Bill 1223 California AI Transparency
Act and the Training Date Transparency Act) which may
impact our U.S. underwriting entities. While some of these
laws do not take effect until January 1, 2026, the
requirements are comprehensive.
On November 8, 2024, the CPPA formally proposed draft
amendments to regulations under the CCPA that would create
new rules governing consumer notice, access, and opt-out
rights
with
respect
to
Automated
decision-making
Technology
(“ADMT”).
Under
the
proposed
rules,
businesses would also have to make significant disclosures
about their implementation of ADMT. The proposed
language broadly defines ADMT to include any technologies
that processes personal information and uses computation to
execute a decision, replace human decision-making, or
substantially
facilitate
human
decision-making”
and
explicitly includes artificial intelligence, machine learning,
and profiling.
On the federal level, on January 23, 2025 President Donald
Trump issued an executive order on artificial intelligence
requiring a review of existing AI policies and directives that
act as barriers to American AI innovation. It is difficult to
know how the Trump administration will address AI at a
federal level, and any changes to laws and regulations
regarding how we may use AI could prevent or limit our use
of AI. On the state level, hundreds of a new proposed AI
laws have been proposed this year across the U.S., including
proposed bills in Connecticut, Massachusetts, New Mexico,
New York and Virginia.
Globally, many new AI laws are being proposed or have
taken effect, the most significant of which is in the EU. See
“Regulation—Europe” for further details on our insurance
operations.
Risk-Based Capital Requirements. Licensed U.S. property
and casualty insurance and reinsurance companies are subject
to risk-based capital requirements that are designed to assess
capital adequacy and to raise the level of protection that
statutory surplus provides for policyholder obligations. The
risk-based capital model for property and casualty insurance
companies measures three major areas of risk facing property
and casualty insurers: underwriting, which encompasses the
risk of adverse loss developments and inadequate pricing;
declines in asset values arising from credit risk; and declines
in asset values arising from investment risks. An insurer will
be subject to varying degrees of regulatory action depending
on how its statutory surplus compares to its risk-based capital
calculation. Under the approved formula, an insurer’s total
adjusted capital is compared to its authorized control level
risk-based capital. If this ratio is above a minimum threshold,
no company or regulatory action is necessary. Below this
threshold are four distinct action levels at which an insurer’s
domiciliary state regulator can intervene with increasing
degrees of authority over an insurer as the ratio of surplus to
risk-based capital requirement decreases. The mildest
regulatory action requires an insurer to submit a plan for
corrective action; the most severe requires an insurer to be
rehabilitated or liquidated.
Our mortgage insurance operations are not currently subject
to state risk-based capital requirements, but rather are subject
to state risk to capital or minimum policyholder position
requirements. The NAIC adopted a revised Mortgage
Guaranty Insurance Model Act in 2023. Wisconsin is the
only state that has begun the process to replace its current
mortgage guaranty insurance regulations to more closely
align with the revised Mortgage Guaranty Insurance Model
Act.
Guaranty Funds and Market Restrictions. Most states require
all admitted insurance companies to participate in their
respective guaranty funds which cover certain claims against
insolvent insurers. Solvent insurers licensed in these states
are required to cover the losses paid on behalf of insolvent
insurers by the guaranty funds and are generally subject to
annual assessments in the states by the guaranty funds to
cover these losses. Mortgage guaranty insurance, among
other lines of business, is typically exempt from participation
in guaranty funds.
States also limit the ability of insurers to manage risk by
restricting their ability to withdraw from or otherwise reduce
their exposure based on a change in market conditions. Some
states’ laws also require or give regulators the discretion to
take action in the aftermath of certain events, such as natural
catastrophes, including the ability to impose moratoria on
policy cancellations or nonrenewals, and to impose “grace
periods” on premium payments. These restrictions and
requirements are generally limited to the personal lines
insurance markets, but may affect our business as well.
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2024 FORM 10-K
Climate Change and Financial Risks. Some U.S. state
insurance regulators have increased their oversight of
insurance company governance, reporting and disclosure
relating to the potential risks presented by climate change and
one or more states may adopt climate-change-related
requirements that impact our insurance and reinsurance
companies. In 2020, NYDFS issued a circular letter stating
that NYDFS expects insurers authorized in New York to
integrate the consideration of climate risks into their
governance frameworks, risk management processes and
business strategies, including the designation of a board
committee or member and senior management function to be
accountable for the company’s assessment and management
of the financial risks from climate change. In 2021, NYDFS
issued additional guidance for New York Domestic Insurers
on Managing the Financial Risks from Climate Change that
reiterates many of the principles outlined in the 2020 circular
letter. New York and other states also require licensed
insurers with countrywide premium written of at least $100
million to annually provide disclosure of their assessment
and management of climate related risks.
Other Federal Regulation. Although state regulation is the
dominant form of regulation for insurance and reinsurance
business, a number of federal laws currently affect and apply
to the insurance industry and the landscape of federal
regulation could change. The Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (“Dodd-
Frank”) created the FIO, which is not a federal regulator or
supervisor of insurance, but monitors the insurance industry
for systemic risk, consults with the states regarding insurance
matters, develops federal policy on aspects of international
insurance matters, is authorized to assist the U.S. Secretary of
the Treasury in negotiating “covered agreements” between
the U.S. and foreign governments that address insurance
prudential measures, and administers the Terrorism Risk
Insurance Program (“TRIP”). The TRIP will expire on
December 31, 2027 unless reauthorized by Congress.
The U.S. Department of the Treasury, Bureau of Fiscal
Service (“BFS”), also regulates insurance companies that
write surety bonds on, or reinsure, federal surety bonds. Arch
Insurance Company and Arch Reinsurance Company are
approved by BFS as “Certified Companies” meaning that
they are permitted to insure and reinsure surety bond
business, including federal surety bonds, subject to certain
underwriting restrictions and BFS supervision. In 2024, Arch
Re Bermuda was approved for “Alien Reinsurer” status by
the BFS, which subjects it to similar restrictions and
requirements, but also enables it to provide credit for
reinsurance to Treasury-authorized insurers and to reinsure
certain risks without the need to post collateral for the benefit
of the cedent.
In addition to provisions of Dodd-Frank pertaining to
underwriting mortgages and a consumer’s ability to repay,
certain other federal laws also directly or indirectly impact
mortgage insurers, including the Real Estate Settlement
Procedures Act of 1974, the Homeowners Protection Act of
1998, the Equal Credit Opportunity Act, the Fair Housing
Act, the Truth In Lending Act, the Fair Credit Reporting Act
of 1970, and the Fair Debt Collection Practices Act. Among
other things, these laws and their implementing regulations
prohibit payments for referrals of settlement service business,
require fairness and non-discrimination in granting or
facilitating the granting of credit, govern the circumstances
under which companies may obtain and use consumer credit
information, define the manner in which companies may
pursue collection activities, and require disclosures of the
cost of credit and provide for other consumer protections.
GSE Eligible Mortgage Insurer Requirements. GSEs impose
requirements on private mortgage insurers so that they may
be eligible to insure loans sold to the GSEs, known as the
Private
Mortgage
Insurer
Eligibility
Requirements
(“PMIERs”). The PMIERs apply to our eligible mortgage
insurers, but do not apply to AMG, which is not GSE-
approved. The PMIERs impose limitations on the type of risk
insured, the forms and insurance policies issued, standards
for the geographic and customer diversification of risk,
procedures for claims handling, acceptable underwriting
practices, standards for certain reinsurance cessions and
financial requirements, among other things. The financial
requirements require an eligible mortgage insurer’s available
assets, which generally include only the most liquid assets of
an insurer to meet or exceed “minimum required assets” as of
each quarter end. In August 2024, the GSEs updated PMIERs
to incorporate new deductions to the definition of available
assets for investment risk. This update will become effective
March 31, 2025, but the impact will be phased in through
September 30, 2026. Minimum required assets are calculated
from PMIERs tables with several risk dimensions including
origination year, original loan-to-value, original credit score
of performing loans, and the delinquency status of non-
performing loans.
Russian Sanctions. The U.S. first imposed sanctions on the
Russian Federation following its annexation of Crimea in
2014. Since February 2022, the U.S. has since imposed
several new sanctions on Russia in response to the Russian
invasion of Ukraine and the ongoing hostilities. Recent 2025
Biden administration sanctions also target the Russian energy
sector, including Russian and non-Russian companies,
persons and vessels which are aiding Russia’s production of
oil. These sanctions may have extra-territorial reach to our
non-U.S.
underwriting
subsidiaries.
The
U.S.-Russia
discussions regarding the war in Ukraine and the use of U.S.
sanctions is an evolving topic which we continue to review.
We will evaluate and prepare for any changes in our
sanctions program and business operations.
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Canada
Arch Insurance Canada and Arch Re Canada are subject to
federal, as well as provincial and territorial, regulation in
Canada in the provinces and territories in which they
underwrite
insurance/reinsurance.
The
Office
of
the
Superintendent of Financial Institutions (“OSFI”) is the
federal regulatory body that, under the Insurance Companies
Act (Canada), prudentially regulates federal Canadian and
non-Canadian
insurance
and
reinsurance
companies
operating in Canada. Arch Insurance Canada is licensed to
carry on insurance business by OSFI and in each province
and territory. Arch Re Canada is licensed to carry on
reinsurance business by OSFI and in the provinces of Ontario
and Quebec.
Under the Insurance Companies Act (Canada), Arch
Insurance Canada is required to maintain an adequate amount
of capital in Canada, calculated in accordance with a test
promulgated by OSFI called the Minimum Capital Test, and
Arch Re Canada is required to maintain an adequate margin
of assets over liabilities in Canada, calculated in accordance
with a test promulgated by OSFI called the Branch Adequacy
of Assets Test. OSFI has implemented a risk-based
methodology for assessing insurance/reinsurance companies
operating in Canada known as its “Supervisory Framework.”
In applying the Supervisory Framework, OSFI considers the
inherent risks of the business and the quality of risk
management for each significant activity of each operating
entity. Under the Insurance Companies Act (Canada),
approval of the Minister of Finance (Canada) is required in
connection with certain acquisitions of shares of, or control
of, Canadian insurance companies such as Arch Insurance
Canada, and notice to and/or approval of OSFI is required in
connection with the payment of dividends by or redemption
of shares by Canadian insurance companies such as Arch
Insurance Canada.
United Kingdom
General. The Prudential Regulation Authority (“PRA”) and
the Financial Conduct Authority (“FCA”) regulate insurance
and reinsurance companies and the FCA regulates firms
carrying on insurance distribution activities operating in the
U.K. under the Financial Services and Markets Act 2000 (the
“FSMA”). In May 2004, Arch Insurance (U.K.) was granted
the relevant permissions for the classes of insurance business
which it underwrites in the U.K. AMAL currently manages
our Lloyd’s Syndicates pursuant to its authorizations by the
U.K. regulators and Lloyd’s. All U.K. companies are also
subject to a range of statutory provisions, including the laws
and regulations of the Companies Act 2006 (as amended)
(the “U.K. Companies Act”).
The objectives of the PRA are to promote the safety and
soundness of all firms it supervises and to secure an
appropriate degree of protection for policyholders. The
objectives of the FCA are to ensure customers receive
financial services and products that meet their needs, to
promote sound financial systems and markets and to ensure
that firms are stable and resilient with transparent pricing
information and which compete effectively and have the
interests of their customers and the integrity of the market at
the heart of how they run their business. Following the
implementation of the Financial Services and Markets Act
2023 (“FSMA 2023”), the PRA and the FCA have a new
secondary
objective
to
facilitate
the
international
competitiveness of the U.K. economy and its medium to
long-term growth, subject to aligning with relevant
international standards.
The PRA and the FCA adopt separate methods of assessing
regulated firms on a periodic basis. Arch Insurance (U.K.)
and AMAL are subject to periodic assessment by the PRA
along with all regulated firms. Arch Insurance (U.K.) and
AMAL are subject to regulation by both the PRA and FCA.
Lloyd’s Supervision. The operations of AMAL (as managing
agent of our Lloyd’s Syndicates) and each syndicate’s
respective corporate members, are subject to the byelaws and
regulations made by (or on behalf of) the Council of Lloyd’s,
and requirements made under those byelaws. The Council of
Lloyd’s, established in 1982 by Lloyd’s Act 1982, has overall
responsibility and control of Lloyd’s. Those byelaws,
regulations and requirements provide a framework for the
regulation of the Lloyd’s market, including specifying
conditions in relation to underwriting and claims operations
of Lloyd’s participants. The Council of Lloyd’s has
discretionary powers to regulate corporate members’
underwriting at Lloyd’s. Lloyd’s is also subject to the
provisions of the FSMA. Lloyd's is authorized by the PRA
and regulated by the PRA and FCA. Those entities acting
within the Lloyd’s market are required to comply with the
requirements of the FSMA and provisions of the PRA’s or
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2024 FORM 10-K
FCA's rules, although the PRA has delegated certain of its
powers, including some of those relating to prudential
requirements, to Lloyd’s. Each corporate member of Lloyd’s
is required to contribute a percentage of the member’s
premium income for each year of account to the Lloyd’s
Central Fund. The Lloyd’s Central Fund is available if
members of Lloyd’s assets are not sufficient to meet claims
for which the member is liable. Each corporate member of
Lloyd’s may also be required to contribute to the Central
Fund by way of a supplement to a callable layer of up to 5%
of the corresponding member’s premium income limit for the
relevant year of account.
Principles for doing business at Lloyd’s (the “Principles”)
replaced the Lloyd’s Minimum Standards (the previous
regime which set out the Lloyd’s regulatory requirements for
Lloyd’s managing agents) and became effective from the
third quarter of 2022. The Principles set out the fundamental
responsibilities expected of all managing agents, including
AMAL, and is the basis against which Lloyd’s will review
and categorize all syndicates and managing agents in terms of
their capacity and performance. While offering greater
flexibility, the principles-based oversight requires greater
reliance on AMAL to interpret and apply the rules.
Financial Resources. The European solvency framework and
prudential regime for insurers and reinsurers, the Solvency II
Directive 2009/138/EC (“Solvency II”), took effect in full on
January 1, 2016. Solvency II, together with European
Commission “delegated acts” and guidance issued by the
European Insurance and Occupational Pensions Authority
(“EIOPA”)
sets
out
classification
and
eligibility
requirements, including the features which capital must
display in order to qualify as regulatory capital. See
“European Union—Insurance and Reinsurance Regulatory
Regime” below for additional details.
Arch Insurance (U.K.), and the corporate members of our
Lloyd’s Syndicates are required to meet economic risk-based
solvency requirements based on Solvency II.
On January 31, 2020, the U.K. withdrew from the EU with
the terms of Brexit set forth in the Withdrawal Agreement
agreed by the U.K. Parliament and the EU Parliament. At the
expiration of the transition period from January 31, 2020
until December 31, 2020 (the “Transition Period”), during
which time the U.K. remained in the EU customs union and
single market, the EU (Withdrawal) Act 2018, as amended,
has transposed all applicable direct EU legislation into
domestic U.K. law, thus ensuring the continuing application
of Solvency II under the U.K.’s financial services regulatory
regime.
In November 2022, HM Treasury set out the U.K.
government’s final reform package on the Solvency II
framework in the U.K. Significant changes to be introduced
by these reforms included the reduction in risk margin by
30% for non-life insurers and the proposal to remove branch
capital requirements.
FSMA 2023 provides a framework for the revocation of
retained EU law in financial services and its replacement
with corresponding regulators’ rules (in the case of Solvency
II, mainly in the PRA’s Rulebook).
The Insurance and Reinsurance Undertakings (Prudential
Requirements) Regulations 2023 came into force on
December 31, 2023 and modified the current risk margin
calculation. The other reforms forming part of what will
eventually be known as “Solvency U.K.” became effective on
December 31, 2024, on the implementation of the PRA’s
Policy Statement PS15/24 (Review of Solvency II:
Restatement of assimilated law). The PRA has stated that
these reforms to Solvency II and restatement of rules provide
a new regulatory framework for maintaining the safety and
soundness
of
insurance
firms
and
protecting
their
policyholders, and that the PRA will continue to evolve its
prudential regulatory framework for the insurance sector in
2025 and beyond.
The implementation of these reforms and potential
divergence between the U.K. and the EU may have an impact
on whether the U.K. is granted Solvency II equivalence status
by the EU in any of the three areas to which equivalence
applies.
Financial Services Compensation Scheme. The Financial
Services Compensation Scheme (“FSCS”) is a scheme
established
under
FSMA
to
compensate
eligible
policyholders of insurance companies who may become
insolvent. The FSCS is funded by the levies that it has the
power to impose on all insurers. Arch Insurance (U.K.) could
be required to pay levies to the FSCS.
Restrictions on Acquisition of Control. Under FSMA, the
prior consent of the PRA or FCA, as applicable, is required,
before any person can become a controller or increase its
control over any regulated company, including Arch
Insurance (U.K.), or over the parent undertaking of any
regulated company. Therefore, the PRA's or FCA's prior
consent, as applicable, is required before any person can
become a controller of Arch Capital. Prior consent is also
required from Lloyd’s before any person can become a
controller or increase its control over a corporate member or
a managing agent or a parent undertaking of a corporate
member or managing agent. A controller is defined for these
purposes as a person who holds (either alone or in concert
with others) 10% or more of the shares or voting power in the
relevant company or its parent undertaking.
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Restrictions on Payment of Dividends. Under English law, all
companies are restricted from declaring a dividend to their
shareholders unless they have “profits available for
distribution.” The calculation as to whether a company has
sufficient profits is based on its accumulated realized profits
minus its accumulated realized losses. U.K. insurance
regulatory laws do not prohibit the payment of dividends, but
the PRA or FCA, as applicable, requires that insurance
companies, insurance intermediaries and other regulated
entities maintain certain solvency margins and may restrict
the payment of a dividend by Arch Insurance (U.K.) or
AMAL, for example.
EU Considerations. During the Transition Period, there was
no change in passporting rights for financial institutions in
the U.K. Under our Brexit plan, since January 2020 nearly all
of the EEA insurance business of Arch Insurance (U.K.) has
been conducted by Arch Insurance (EU). As part of our
Brexit planning, and in advance of the Transition Period
expiring, a transfer of the EEA legacy business (excluding
inwards reinsurance) from Arch Insurance (U.K.) to Arch
Insurance (EU) was completed under Part VII of the U.K.
Financial Services and Market Act 2000 at the end of
December 2020 (“Part VII Transfer”).
Despite the loss of passporting rights, AMAL, and our
Lloyd’s Syndicates are still able to write business in the EEA
via the Lloyd’s Insurance Company, S.A. (“Lloyd’s
Brussels”). Lloyd’s continued to engage in discussions with
the Belgium Financial Services Markets Authority (“Belgium
FSMA”) and the National Bank of Belgium regarding the
Lloyd’s Brussels operating model and the activities
performed for it by managing agents and the question of
whether it is possible that they could be construed as
constituent insurance distribution under the Insurance
Distribution Directive (Directive (EU) 2016/97) (“IDD”),
which would therefore require them to be authorized within
the EEA.
Economic relations between the U.K. and the EU are now
governed by a Trade and Cooperation Agreement (the
“TCA”). Following a report published by the European
Affairs Committee in June 2022, which found that the TCA
is limited in scope and silent as to EU equivalence in
decisions over financial services, a Memorandum of
Understanding (“MoU”) on regulatory cooperation between
the U.K. and the EU was signed in June 2023. However, the
MoU does not impose binding substantive commitments nor
is there any mention of taking forward the commitment in the
Political Declaration accompanying the TCA regarding
mutual equivalence. As a result, under the provisions of the
TCA, EEA financial institutions (including our Irish
operating subsidiaries) lost their passporting rights into the
U.K. Absent any future agreement between the U.K. and the
EU on the provision of financial services into the U.K., the
post-Brexit status and rules applicable to U.K. branches of
EEA financial institutions will be primarily driven by U.K.
law and regulation.
The ability of U.K. firms (including, Arch Insurance (U.K.)
and AMAL) to continue doing business in the EEA similarly
depends on applicable EEA state local law and regulation.
There has been no decision yet made by the European
Commission on whether or not the U.K.’s financial services
regulatory regime will be granted third-country equivalence
for the purposes of reinsurance, solvency calculation and/or
group supervision under Solvency II. In the absence of such
declarations, U.K. firms are subject to more stringent
requirements in carrying out reinsurance business with EEA
firms.
Sustainability Considerations. The U.K. government has a
long-term ambition to “green” the financial system and align
it with the U.K.’s 2050 “Net Zero” target (i.e.,100%
greenhouse gas emissions reduction) under the Climate
Change Act 2008. As part of those efforts, on January 17,
2022, the U.K. passed mandatory climate related financial
disclosure requirements under the Companies (Strategic
Report) (Climate-related Financial Disclosure) Regulations
2022. The regulations apply to large companies (including
some of our U.K. entities) for financial years starting on or
after April 6, 2022. The regulations generally align risk
disclosures with the recommendations of the Taskforce on
Climate-related Financial Disclosures (“TCFD”).
In 2021, the U.K. government published its Greening Finance
Roadmap to Sustainable Investing (the “Roadmap”), which
announced proposals to extend the scope of the U.K.’s
sustainable finance framework beyond climate change.
Further to the Roadmap, the FCA issued its final Policy
Statement on its sustainability disclosure requirements and
the investment labels regime. As a part of this regime, the
FCA introduced, among other things, a general ‘anti-
greenwashing’ rule to clarify that sustainability-related
claims must be clear, fair and not misleading. The general
‘anti-greenwashing’ rule came into force on May 31, 2024
and the FCA also published new guidance (FG24/3) on the
expectations for FCA-authorized firms subject to the general
‘anti-greenwashing rule’ which took effect at the same time.
Consumer protection reforms under the new U.K. Digital
Markets, Competition and Consumers Act 2024 (“DMCC
Act”) are expected to take effect in 2025, which will enable
the U.K.’s competition regulator, the Competition and
Markets Authority (“CMA”) to pursue enforcement for
consumer law breaches such as greenwashing, and to directly
impose fines of up to 10% of a business’s global turnover.
In October 2023, the Green Technical Advisory Group
("GTAG") published its final advice to the U.K. government
on the development of the U.K. Green Taxonomy. Whilst not
binding, the GTAG advice gives a likely indication as to
what the U.K. Green Taxonomy may look like and how it
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might differ from the EU Sustainable Finance Taxonomy
Regulation (“EU Taxonomy”). The GTAG final report
outlines sustainable governance arrangements for the U.K.
Green Taxonomy and sets out various options for achieving
this. The recommended “least regrets” option involves the
U.K. government establishing an advisory body to facilitate
implementation and development. If the GTAG advice is
adopted, the U.K. Green Taxonomy should align with the EU
Taxonomy except where doing so impact the simplicity or
usability of the activity classification system or increases the
risk of greenwashing.
On December 14, 2022, the U.K. government said it would
delay secondary legislation under the taxonomy regulations
(originally anticipated by the end of 2022). Instead, the U.K.
will restate EU law around the taxonomy and take additional
time to decide the U.K.’s approach. Following the work of
GTAG, in November 2024, the U.K.’s HM Treasury
published a consultation to determine whether a U.K. Green
Taxonomy would be complementary to existing policies,
with the consultation period due to close on February 4,
2025.
The PRA’s supervisory statement SS3/19 “Enhancing banks’
and insurers’ approaches to managing the financial risks from
climate change” requires U.K. regulated entities to comply
with certain sustainability-related requirements. In its January
2025 letter to CEOs on its 2025 priorities for insurance
supervision, the PRA has indicated that it is planning to
consult on an update to SS3/19 to support firms’ progress in
improving their management of climate-related financial
risks.
In addition, Lloyd’s has mandated that managing agents
create a sustainability framework and strategy. Lloyd’s has
also imposed sustainability focused outcomes by way of the
Principles with a particular focus on culture, investment and
underwriting profitability. See “Lloyd’s Supervision” above
for additional details.
Russian Sanctions. Since the Russian invasion of Ukraine in
February 2022, the U.K. government has instituted a new
sanctions regime targeting Russia. The sanctions imposed
include
prohibitions
on
providing
financial
services
(including insurance and reinsurance) to persons connected
with Russia in relation to certain restricted goods and
services, and the freezing of assets owned or controlled by
designated persons. The U.K., U.S. and EU often consult
with each other with respect to their respective sanctions
programs. Given the evolving situation, we are closely
monitoring developments and the sanctions imposed, to
ensure our business remains in compliance with any
applicable sanctions measures imposed.
Privacy and Cybersecurity. The U.K. has implemented the
European General Data Protection Regulation (“EU GDPR”)
as the U.K. GDPR which sits alongside the U.K. Data
Protection Act 2018 (the “U.K. GDPR”). The U.K. GDPR
has direct effect where an entity is established in the U.K. (as
applicable) and has extra-territorial effect where an entity
established outside of the U.K. processes personal data in
relation to the offering of goods or services to individuals in
the U.K. or the monitoring of their behavior. The U.K. GDPR
imposes obligations on controllers, including, among others:
(i) accountability and transparency requirements, requiring
controllers to demonstrate and record compliance with the
GDPR and to provide detailed information to individuals
regarding the processing of their personal data; (ii)
requirements to process personal data lawfully including
specific requirements for obtaining valid consent where
consent is the legal basis for processing; (iii) obligations to
consider data protection when any new products or services
are developed and designed (e.g., to limit the amount of
personal data processed); (iv) obligations to comply with
individuals’ data protection rights including a right: (a) of
access to, erasure of, or rectification of personal data, (b) to
restriction of processing or to withdraw consent to
processing, (c) to object to processing or to ask for a copy of
personal data to be provided to a third party, and (d) not to be
subject to solely automated decision-making; and (v) an
obligation to report personal data breaches to: (i) the data
protection supervisory authority without undue delay (and no
later than 72 hours) after becoming aware of the personal
data breach, unless the personal data breach is unlikely to
result in a risk to the data subjects’ rights and freedoms; and
(ii) affected individuals, where the personal data breach is
likely to result in a high risk to their rights and freedoms.
Processors are required to notify the controller without undue
delay after becoming aware of a personal data breach.
The U.K. GDPR also imposes similar international data
transfer restrictions to the EU (see below) on transfers of
personal data from the U.K. to jurisdictions that the U.K.
government does not consider adequate, including the U.S.
The U.K. government has published its own form of the EU
Standard Contractual Clauses (“SCCs”), known as the
International Data Transfer Agreement and an International
Data Transfer Addendum to the new EU SCCs. Further, on
September 21, 2023, the U.K. Government established a
U.K.-U.S. data bridge or adequacy decision, through the U.K.
extension to the EU-U.S. Data Privacy Framework (“DPF”).
Effective as of October 12, 2023, U.S. organizations which
self-certify to the DPF can now transfer personal data from
the U.K. to the U.S. without using SCCs.
The U.K. Information Commissioner’s Office (“ICO”) has
the power under the GDPR to (amongst other things) impose
fines for serious breaches of up to the higher of 4% of the
organization’s annual worldwide turnover or £17.5 million.
Individuals also have a right to compensation, as a result of
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2024 FORM 10-K
an organization’s breach of the U.K. GDPR which has
affected them, for financial or non-financial losses (e.g.,
distress).
Cybersecurity requirements are laid down in the U.K. GDPR,
which requires controllers and processors to implement
appropriate technical and organizational measures to
safeguard personal data to a level of security appropriate to
the data protection risk.
The U.K. GDPR does not provide for a specific set of
cybersecurity requirements or measures to be implemented,
but rather requires a controller or processor to implement
appropriate cyber and data security measures in accordance
with the then-current risk, the state of the art, the costs of
implementation and the nature, scope, context and purposes
of the processing. The U.K. GDPR however does explicitly
require that controllers notify personal data breaches under
certain circumstances.
Artificial Intelligence. The U.K. has adopted a (primarily)
“soft law” approach to AI regulation meaning it has not
adopted formal legislation to regulate AI but has adopted soft
law guidelines in the form of a White Paper published on
March 29, 2023. The U.K. intends to develop a sector-
specific, principle centered approach to AI regulation, with
the relevant sectors being responsible for enforcement.
However, in July 2024, the U.K. government announced its
intention to regulate the most powerful AI models.
Ireland
General. The CBI regulates insurance and reinsurance
companies and intermediaries authorized in Ireland. Our
three Irish operating subsidiaries are Arch Re Europe, Arch
Insurance (EU) and Arch Underwriters Europe Limited
(“Arch Underwriters Europe”). Arch Re Europe was licensed
and authorized by the CBI as a non-life reinsurer in October
2008 and as a life reinsurer in November 2009. Arch
Insurance (EU) was licensed and authorized by the CBI as a
non-life insurer in December 2011. As part of our Brexit
plan, Arch Insurance (EU) received approval from the CBI to
expand the nature of its business in 2019 and commenced
writing expanded insurance lines in the EEA in 2020 with the
Part VII Transfer completed at the end of December 2020.
Arch Underwriters Europe was registered by the CBI as an
insurance and reinsurance intermediary in July 2014. Arch
Re Europe, Arch Insurance (EU) and Arch Underwriters
Europe are subject to the supervision of the CBI and must
comply with Irish insurance acts and regulations as well as
with directions and guidance issued by the CBI.
Arch Re Europe and Arch Insurance (EU) are required to
comply with Solvency II requirements. See “European Union
—Insurance and Reinsurance Regulatory Regime” below for
additional details. As an intermediary, Arch Underwriters
Europe is subject to a different regulatory regime and is not
subject to solvency capital rules but must comply with
requirements such as to maintain professional indemnity
insurance and to have directors that are fit and proper. Our
Irish subsidiaries are also subject to the general body of Irish
company laws and regulations including the provisions of the
Companies Act 2014.
The CBI operates a risk-based supervision framework,
entitled PRISM, in respect to its regulation of Irish regulated
entities. Under PRISM, the CBI applies an impact rating to
each entity it regulates, ranging from Low to High, based on
the nature, scale and complexity of its business. The level of
supervision applied by the CBI is commensurate with the
impact rating applied under PRISM with higher rated entities
subject to more focused supervision engagement from the
CBI on a more frequent basis.
Financial Resources. Arch Re Europe and Arch Insurance
(EU) are required to meet economic risk-based solvency
requirements imposed under Solvency II. Solvency II,
together with European Commission “delegated acts” and
guidance issued by EIOPA sets out classification and
eligibility requirements, including the features which capital
must display in order to qualify as regulatory capital.
Restrictions on Acquisitions. Under Irish law, the prior
consent of the CBI is required before any person can acquire
or increase a qualifying holding in an Irish insurer or
reinsurer, including Arch Insurance (EU) and Arch Re
Europe, or their parent undertakings. A qualifying holding is
defined for these purposes as a direct or indirect holding that
represents 10% or more of the capital of, or voting rights, in
the undertaking or makes it possible to exercise a significant
influence over the management of the undertaking.
Restrictions on Payment of Dividends. Under Irish company
law, Arch Re Europe, Arch Insurance (EU) and Arch
Underwriters Europe are permitted to make distributions only
out of profits available for distribution. A company’s profits
available for distribution are its accumulated, realized profits,
so far as not previously utilized by distribution or
capitalization, less its accumulated, realized losses, so far as
not previously written off in a reduction or reorganization of
capital duly made. Further, the CBI has powers to intervene if
a dividend payment were to lead to a breach of regulatory
capital requirements.
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EU Considerations. As Arch Re Europe, Arch Insurance
(EU) and Arch Underwriters Europe are authorized by the
CBI in Ireland, a Member State of the EU, those
authorizations are recognized throughout the EEA. Subject
only to certain notification and application requirements,
Arch Re Europe, Arch Insurance (EU) and Arch
Underwriters Europe can provide services, or establish a
branch, in any other Member State of the EEA. Although, in
doing so, they may be subject to the laws of such Member
States with respect to the conduct of business in such
Member State, company law registrations and other matters,
they will remain subject to financial and operational
supervision by the CBI only. Arch Insurance (EU) has
branches in Italy, France, Spain and the U.K. Arch Re
Underwriting ApS in Denmark (“Arch Re Denmark”) is an
underwriting agency underwriting accident and health and
other reinsurance business for Arch Re Europe. Arch Re
Europe also has branches in the U.K., France and
Switzerland (“Arch Re Europe Swiss Branch”).
From January 1, 2021, under the provisions of the TCA our
Irish regulated entities lost their passporting rights into the
U.K.
Sustainability Considerations. Sustainability matters have
been on the CBI's agenda for a number of years. In
November 2021, the CBI issued its expectations in respect of
climate and broader sustainability issues for all regulated
firms in Ireland (including (re)insurers). The CBI's
expectations focus on five key areas: governance, risk
management, scenario analysis (including, but not limited to,
stress testing for the purposes of the ORSA), disclosures and
strategy and business model risk. The CBI has indicated that
its expectations will be applied in a proportionate manner. In
August 2022, the CBI published a Consultation Paper setting
out its proposed guidance on climate change risk for the
(re)insurance sector. The finalized guidance was published by
the CBI in March 2023 and clarifies the CBI’s expectations
on how (re)insurers should address climate change risks in
their business and to assist (re)insurers develop their
governance and risk management frameworks to do this. In
September 2024, the CBI published key findings from a
thematic review of (re)insurers’ climate change risk
materiality assessments. As part of this report, the CBI
reiterated that climate change risk remains a key strategic
priority and will continue to be a feature of regular
supervisory engagement with (re)insurers. It is expected that
over time, disclosures in respect to sustainability matters may
be captured in the Solvency and Financial Condition Reports
of Arch's Irish entities. Arch continues to consider the impact
of this guidance on its Irish entities. See also “European
Union – Sustainability Considerations.”
Irish Individual Accountability Framework Act 2023. The
Central Bank (Individual Accountability Framework) Act
2023 (the “IAF Act”) was signed into law in March 2023
with the relevant provisions and obligations under the IAF
Act coming into effect on a phased basis. The majority of
provisions came into effect in December 2023, with
remaining provisions coming into effect on July 1, 2024 and
July 1, 2025. The IAF Act implements substantive changes to
the fitness and probity regime maintained by the CBI in
Ireland and imposes certain additional obligations and
liability for senior executives in Irish regulated financial
service entities, including (re)insurance companies. Arch
considered the impact of the IAF Act on its business and
implemented the IAF Act requirements accordingly. See Item
1, “Business—Regulation, European Union – Sustainability
Considerations.”
Third Country Governance Arrangements. In September
2023, in response to a supervisory statement issued by
EIOPA in February 2023 on the use of third country
governance arrangements (such as branches) by EU
authorized (re)insurers, the CBI published its formal views
on the use of third country governance arrangements. The
CBI’s key expectations are that (i) third country branches
should primarily serve the market in which they are
established, with their sole objective to not simply support an
Irish based (re)insurer and (ii) third country governance
arrangements should not undermine the substance of Irish
based (re)insurers. The CBI instructed Irish (re)insurers to
review their current business models in light of EIOPA’s
supervisory statement and the CBI’s own expectations. Arch
reviewed, and continues to consider, the impact of this
supervisory statement on its Irish and European operations.
FDI Screening. In January 2025, the Screening of Third
Country Transactions Act 2023 (“FDI Act”) came into effect.
The FDI Act was developed in accordance with the
introduction of Regulation (EU) 2019/452 on foreign direct
investment screening. The FDI Act grants powers to the Irish
State to review, examine and potentially block investment by
acquirers from outside the EEA and Switzerland where such
acquirers pose a risk to national security or public order.
While it is not anticipated that U.S., U.K. or Bermuda based
acquirers will be negatively impacted by the FDI Act, we will
continue to review developments in respect of the FDI Act.
European Union
Insurance and Reinsurance Regulatory Regime. Solvency II
took effect in full on January 1, 2016. Solvency II imposes
economic risk-based solvency requirements across all EU
Member States and consists of three pillars: Pillar I-
quantitative capital requirements, based on a valuation of the
entire balance sheet; Pillar II-qualitative regulatory review,
which includes governance, internal controls, enterprise risk
management and supervisory review process; and Pillar III-
market discipline, which is accomplished through reporting
of the insurer’s financial condition to regulators and the
public.
Solvency
II
is
supplemented
by
European
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2024 FORM 10-K
Commission Delegated Regulation (EU) 2015/35 (the
“Delegated Regulation”), other European Commission
“delegated acts” and binding technical standards, and
guidelines issued by EIOPA. The Delegated Regulation sets
out more detailed requirements for individual insurance and
reinsurance undertakings, as well as for groups, based on the
overarching provisions of Solvency II, which together make
up the core of the single prudential rulebook for insurance
and reinsurance undertakings in the EU.
In December 2020, EIOPA provided an opinion to the
European Commission in relation to the review of the
Solvency II regime. This review was initiated by the
European Commission to determine whether the Solvency II
regime remains fit for purpose. In its opinion, EIOPA
confirms that the overall Solvency II framework is working
well from a prudential perspective, suggesting that there are
no fundamental changes needed but that a number of
amendments are required to ensure the regime continues as a
well-functioning risk-based regime. In September 2021, the
European Commission published legislative proposals for
amendments to the Solvency II Directive arising out of
EIOPA's review of the Solvency II regime. The proposed
amendments
cover
a
number
of
areas
including
proportionality, quality of supervision, sustainability risks
and group and cross-border supervision. The European
Parliament and the Council voted to adopt the amendments to
the Solvency II Directive in April 2024 and November 2024
respectively. The amendments to Solvency II entered into
force on January 28, 2025 and will apply two years from this
date.
In addition to the above Solvency II reform proposals, the
European Commission continues to promote the development
of the Insurance Recovery and Resolution Directive
(“IRRD”). The IRRD aims to harmonize national laws on
recovery and resolution of (re)insurance undertakings. The
European Parliament and the Council voted to adopt the
IRRD in April 2024 and November 2024 respectively. The
IRRD entered into force on January 28, 2025 and will apply
two years from this date. It should be noted that the CBI has
already introduced certain insurance recovery requirements
under Irish law that apply to Arch’s Irish operations,
including the preparation of recovery plans. We will continue
to monitor the implementation of IRRD and its potential
impact on our operations.
Following entry into the TCA by the U.K. and the EU, and
the U.K.’s withdrawal from the EU under the provisions of
the TCA, U.K. financial institutions have lost their
passporting rights into the EU. It was originally envisaged
that there would be a level of cooperation in relation to
financial services, to be reflected in a MoU between the U.K.
and the EU. However, the text of the MoU does not impose
any binding substantive commitments nor is there any
mention of taking forward the commitment in the Political
Declaration accompanying the TCA regarding mutual
equivalence.
In early February 2023, EIOPA issued its finalized
Supervisory Statement on the use by EU-authorized
(re)insurers of governance arrangements (such as branches)
in third countries to perform functions or activities in respect
of EU policyholders and risks. Arch has incorporated the
Supervisory Statement in its EU operations and continues to
monitor similar guidance.
Arch Re Europe and Arch Insurance (EU), being established
in Ireland and authorized by the CBI, are able to establish
branches and provide reinsurance services and, in respect of
Arch Insurance (EU), insurance services in all EEA states.
This is subject to certain regulatory notifications and there
being no objection from the CBI and the Member States
concerned.
Solvency II does not prohibit EEA insurers from obtaining
reinsurance from reinsurers licensed outside the EEA, such as
Arch Re Bermuda. As such, and subject to the specific rules
in each Member State, Arch Re Bermuda may do business
from Bermuda with insurers in EEA Member States, but it
may not directly operate its reinsurance business within the
EEA. Article 172 of Solvency II provides that reinsurance
contracts concluded by insurance undertakings in the EEA
with reinsurers having their head office in a country whose
solvency regime has been determined to be equivalent to
Solvency II shall be treated in the same manner as
reinsurance contracts with undertakings in the EEA
authorized under Solvency II. From January 1, 2016,
Bermuda was deemed by the European Commission to be
equivalent for Solvency II purposes. Solvency II also
includes specific measures providing for the supervision of
insurance
and
reinsurance
groups.
However,
as
a
consequence of the above determination of equivalence,
pursuant to Article 260 of Solvency II, regulators within the
EEA are required to rely on the worldwide group supervision
exercised by the BMA. EIOPA has also indicated that, on a
case by case basis, groups subject to this worldwide
supervision may be exempted from any EEA sub-group
supervision, where this results in more efficient supervision
of the group and does not impair EEA supervisors in respect
of their individual responsibilities.
The IDD was published in February 2016. EEA Member
States were required to transpose the IDD by October 1,
2018. The IDD replaces the existing Insurance Mediation
Directive. The IDD applies to all distributors of insurance
and reinsurance products (including insurers and reinsurers
selling directly to customers) and strengthens the regulatory
regime applicable to distribution activities through increased
transparency, information and conduct requirements. The
principal impact of the IDD is on the insurance market,
however, requirements that apply across insurance and
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2024 FORM 10-K
reinsurance include more specific conditions regarding
knowledge and continuing professional development for
those involved in distribution of (re)insurance products. The
IDD continues the pre-existing ability of intermediaries
established in a Member State of the EU to establish branches
and provide services to all EEA states. Arch Underwriters
Europe, being established in Ireland and authorized by the
CBI, is able, subject to regulatory notifications and there
being no objection from the CBI, to establish branches and
provide services in all EEA states.
Privacy and Cybersecurity. The EU GDPR came into effect
on May 25, 2018. The EU GDPR governs the collection, use,
disclosure, transfer or other processing of personal data. Its
scope extends to certain entities not established in the EEA if
they offer goods or services to, or monitor the behavior of,
EEA data subjects. The EU GDPR contains a number of
requirements regarding the processing of personal data about
individuals, including mandatory security breach reporting,
new and strengthened individual rights, evidenced data
controller accountability for compliance with the GDPR
principles (including fairness and transparency), maintenance
of data processing activity records and the implementation of
“privacy by design,” including through the completion of
mandatory
Data
Protection
Impact
Assessments
in
connection with higher risk data processing activities.
In addition, the EU GDPR increases scrutiny of transfers of
personal
data
to
jurisdictions
which
the
European
Commission does not recognize as having “adequate” data
protection laws. In particular, on July 16, 2020, the Court of
Justice of the EU (Court of Justice) in Schrems II invalidated
the European Union-United States (EU-U.S.) Privacy Shield
on the grounds that the EU-U.S. Privacy Shield failed to offer
adequate protections to EU personal information transferred
to the U.S. While the Court of Justice upheld the use of other
data transfer mechanisms, such as the Standard Contractual
Clauses (“EU SCCs”), the decision has led to some
uncertainty regarding the use of such mechanisms for data
transfers to the U.S., and the Court of Justice made clear that
reliance on EU SCCs alone may not necessarily be sufficient
in all circumstances. The European Data Protection Board
issued additional guidance regarding international transfers
which may require us to implement additional safeguards to
further enhance the security of data transferred out of the
EEA. The European Commission published new versions of
the EU SCCs in June 2021, which place onerous obligations
on the parties. On October 7, 2022, the U.S. President
introduced an Executive Order to facilitate a new Trans-
Atlantic Data Privacy Framework to act as a successor to the
invalidated EU-U.S. Privacy Shield. On July 10, 2023, the
European Commission adopted an adequacy decision relating
to the transfer of personal data from the EU to the U.S. which
takes place under the DPF. The DPF is the successor to the
EU-U.S. Privacy Shield and allows companies that are
subject to the GDPR to transfer personal data to U.S. entities
that participate in the DPF without the need for alternative
data protection transfer mechanisms (such as SCCs or
binding corporate rules).
The EU GDPR imposes substantial fines for breaches and
violations (up to the greater of €20 million or 4% of global
turnover). The EU GDPR allows data subjects and consumer
associations to lodge complaints with supervisory authorities,
seek judicial remedies and obtain compensation for damages
resulting from violations of the EU GDPR.
In addition, the EU Data Act (“EUDA”) was published in the
Official Journal of the EU on December 22, 2023, and is
scheduled to come into effect on a phased basis from
September 12, 2025, through to September 12, 2027. EUDA
creates a harmonized set of rules on fair access to and use of
data in the interest of fostering data-driven innovation and
increasing data availability in the EU. EUDA may apply to
certain insurance activities, primarily relating to the use of
telemetric and similar devices. Arch is assessing the impact
of EUDA on its operations.
Cybersecurity and information security are an area of
increasing focus for the EU. The Digital Operational
Resilience Act (“DORA”) entered into force in January 2023.
The core aim of DORA is to prevent and mitigate cyber
threats and sets uniform requirements for the security of
network and information systems of financial sector entities
(including (re)insurers) as well as critical third parties which
provide ICT (information and communication technology)-
related services, such as cloud platforms or data analytics
services. Certain of our in-scope Irish entities are required to
comply with the obligations set out under DORA from
January 17, 2025.
In addition to the above, EIOPA continues to publish detailed
guidelines, recommendations and expectations relating to
cyber matters and how these should be managed and
considered by the (re)insurance sector.
Artificial Intelligence. The EU Artificial Intelligence Act (the
“EU AI Act”) came into effect on August 1, 2024. As of
February 2, 2025, companies are required to cease the use of
AI systems which pose an unacceptable risk. Further
compliance obligations applicable to general purpose AI
models take effect in August 2025, and the remainder of the
EU AI Act (including compliance rules relating to AI
systems) takes effect in August 2026. The EU AI Act
regulates the use of AI systems and general purpose AI
models in all EU Member States through a risk-based
framework, and a governance program relating to the use of
AI systems generally. Certain of the AI systems utilized by
our (re)insurers will fall within the scope of the EU AI Act.
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Sustainability Considerations. A comprehensive package of
measures to facilitate the progression towards sustainable
economic activities was approved in principle by the
European Commission in April 2021. In August 2021, two
delegated regulations (the “EC Regulations”) amending
sectoral legislation, including the Solvency II Directive and
the IDD, were published. The EC Regulations focus on the
integration of sustainability into key activities including
product oversight and governance, risk management and
suitability assessment procedures. The EC Regulations apply
from August 2022.
The Corporate Sustainability Reporting Directive (“CSRD”),
which replaces the Non-Financial Reporting Directive
(“NFRD”), was published in the Official Journal of the EU
on December 16, 2022 and entered into effect on January 5,
2023. CSRD was transposed under Irish law pursuant to the
EU (Corporate Sustainability Reporting) Regulations 2024,
which came into effect on July 6, 2024 and the EU
(Corporate Sustainability Reporting) (No. 2) Regulations
2024, which came into effect on October 1, 2024. Certain of
our European subsidiaries are subject to NFRD. The CSRD
expands the scope of sustainability reporting obligations to
any European listed company or any company (including
(re)insurers) meeting certain criteria. Companies which are
already subject to NFRD must start reporting relevant
information for financial years starting on or after January 1,
2024, beginning in 2025. Reporting obligations for other
companies fulfilling certain criteria will commence in 2026
for financial years starting on or after January 1, 2025. In
addition, the reporting standards under the CSRD, which
provide in-scope companies with the technical detail on the
information that will need to be disclosed and reported, were
adopted by the European Commission in July 2023. Certain
of our European entities and non-European entities will fall
within the scope of certain reporting obligations under the
CSRD.
An additional environmental sustainability framework, the
EU Taxonomy, came into force in July 2020, with in-scope
companies required to comply with certain reporting
obligations from January 1, 2022. The EU Taxonomy (which
is a classification standard for reporting) sets out six
environmental objectives with which companies' economic
activities must comply if they are to be described as
environmentally sustainable. These six environmental
objectives are: (1) climate change mitigation, (2) climate
change adaptation, (3) sustainable use and protection of water
and marine resources, (4) transition to a circular economy,
(5) pollution prevention and control and (6) the protection
and restoration of biodiversity and ecosystems. In addition,
reporting obligations apply to in-scope companies regarding
(1) the financial products they provide and (2) the
environmental sustainability of an in-scope company's
activities, which is to be disclosed in non-financial statements
that are required under the CSRD.
In February 2022, the European Commission adopted a
proposal for the Corporate Sustainability Due Diligence
Directive (“CSDDD”). The CSDDD entered into force in
July 2024 and its obligations will come into effect on a
phased basis depending on an in-scope entity’s turnover
threshold, employee count and jurisdiction of incorporation.
EU and EEA Member States have until July 26, 2026, to
transpose the CSDDD. The main focus of the CSDDD is for
in-scope entities to conduct due diligence on human rights
and environmental impacts within such in-scope entities,
their subsidiaries and across its value chain. Initially, the
CSDDD will only apply in respect of financial service
providers’
(including
(re)insurers)
upstream
business
partners. This means that currently (re)insurers do not need to
consider any downstream business partners when complying
with their obligations under CSDDD. However, the CSDDD
provides scope for this to change upon future review by the
European Commission, and financial service providers could
be required in the future to comply with CSDDD in respect
of both upstream and downstream business partners. We
continue to monitor the European Commission’s proposals to
simplify sustainability reporting requirements and their
impact on CSRD and CSDDD obligations of our European
and non-European operations.
In tandem with all of the above, EIOPA continues to engage
with stakeholders in the (re)insurance sector and publish
detailed guidelines, recommendations and expectations
relating to sustainability matters and how these should be
managed and considered by the (re)insurance sector.
Russian Sanctions. Since February 2022, the EU has imposed
significant sanctions on the Russian Federation in response to
its invasion of Ukraine. These sanctions are similar to those
imposed by the U.K. and U.S. Given the evolving situation,
we are closely monitoring developments and the sanctions
imposed, to ensure our European entities remain in
compliance with any sanctions measures imposed.
Inflation. The EU has adopted a range of measures to combat
unprecedented levels of inflation, with EIOPA issuing a
supervisory
statement
outlining
its
expectations
of
(re)insurers on inflation-related issues in December 2022. We
are monitoring ongoing developments and considering the
impact of EU and EIOPA guidance on inflation on its
business.
Third Country Governance Arrangements. In February 2023,
EIOPA published a supervisory statement on the use by EU
authorized (re)insurers of governance arrangements (such as
branches) in third countries to perform functions or activities
in respect of EU policyholders and risks. See also “Ireland –
Third Country Governance Arrangements.”
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2024 FORM 10-K
Switzerland
In December 2008, Arch Re Europe opened Arch Re Europe
Swiss Branch as a branch office. As Arch Re Europe is
domiciled outside of Switzerland and its activities are limited
to reinsurance, the Arch Re Europe Swiss Branch in
Switzerland is not required to be licensed by the Swiss
insurance regulatory authorities.
In August 2014, Arch Underwriters Europe opened a branch
office in Zurich (“Arch Underwriters Europe Swiss Branch”)
to render reinsurance advisory services to certain group
companies. Arch Underwriters Europe Swiss Branch is
registered with the commercial register of the Canton of
Zurich. Since its activities are limited to advisory services for
reinsurance matters, the Arch Underwriters Europe Swiss
Branch is not required to be licensed by the Swiss insurance
regulatory authorities.
Australia
APRA is an independent statutory authority responsible for
prudential supervision of institutions across banking,
insurance and superannuation and promotes financial stability
in Australia. Arch Indemnity has been authorized to conduct
monoline lenders’ mortgage insurance business in Australia
since June 2002 and was acquired by Arch Capital on August
30, 2021. Arch LMI, which was formerly authorized by
APRA in January 2019 to conduct monoline lenders’
mortgage insurance business in Australia, relinquished its
APRA authorization in December 2022 and has been
converted to a services company for our Australian lenders
mortgage
insurance
operations.
Major
regulatory
requirements that are applicable to Arch Indemnity as a
general insurance provider in Australia include requirements
on minimum capital levels, remuneration practices, risk
management,
compliance
with
corporate
governance
standards, including requirements pursuant to the Financial
Accountability Act passed in 2023 which take effect on
March 15, 2025 for general insurers and additional
operational risk management requirements on and from July
1, 2025.
In addition to its APRA authorization, Arch Indemnity has
been licensed by the Australian Securities and Investments
Commission (“ASIC”) since March 2011 to engage in credit
activities in Australia. Arch LMI has been licensed by ASIC
since October 2023 as a Financial Services Licensee in
Australia.
Our group also conducts property and casualty insurance
business in Australia through Lloyd’s. This insurance
business is managed by and distributed through local
coverholders and is subject to Lloyd’s Supervision. In
addition, the business is subject to local Australian prudential
regulatory oversight by APRA, and additional separate
financial services market conduct regulation by ASIC.
In addition, there are other Australian legislation and
regulations applicable to the financial services sector in
which our group operates, such as:
• privacy legislation on the collection, use and storage of
personal
information
and
sensitive
information
of
individuals and a mandatory data breach notification
regime, which are overseen by the Office of the Australian
Information Commissioner;
• cyber security obligations imposed by APRA and ASIC as
part of their respective licensing regimes for insurers, and
also on larger insurers in Australia under Australian
security of critical infrastructure legislation;
• additional obligations under cyber security legislation
passed in 2024 and expected to come into force in part
from May 2025, which apply to various entities operating
in Australia (subject to specific eligibility thresholds to be
confirmed). The requirements include mandatory reporting
of cyber security incidents, which involve the payment of a
ransom, to the Australian Government’s Department of
Home Affairs and Australian Signals Directorate;
• modern slavery legislation which imposes a statutory
reporting regime for larger companies operating in
Australia; and
• anti-money laundering and counter-terrorism financing
legislation, which is administered by the Australian
Transaction Reports and Analysis Centre.
Artificial Intelligence. In Australia, businesses which develop
and use AI are subject to various Australian laws relating to
privacy, corporations and anti-discrimination which apply
across all sectors of the economy. There are also financial
services sector specific laws in Australia administered by
APRA and ASIC which impact the development and
deployment of AI in the sector in which our group operates,
although such existing laws are technology-neutral.
The
Australian
Government
has
been
undertaking
consultation on “Safe and Responsible AI” regulation in
Australia since June 2023. In September 2024, the Australian
Government published a Voluntary AI Safety Standard which
can be used on a voluntary basis by Australian businesses
developing or implementing AI systems while the Australian
Government continues to undertake consultation on proposed
mandatory AI guardrails for high-risk applications that are to
be defined following consultation.
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2024 FORM 10-K
Subject to the outcome of the consultation, the proposed
mandatory AI guardrails for high-risk applications will
replicate the 10 voluntary guardrails in the Voluntary AI
Safety Standard, with the exception of the 10th voluntary
guardrail which is proposed to focus on conformity standards
under the mandatory guardrails rather than stakeholder
engagement as set out under the voluntary guardrails.
Climate Change Reporting. A mandatory climate-related risk
disclosure regime has been introduced with the regime to be
phased in for 3 groups of large Australian companies
required to report under Chapter 2M of the Corporations Act
2001 (Cth) and the relevant commencement date of the
reporting requirements determined by the Australian
company (and its controlled entities) meeting certain criteria
for each group of companies under the regime based on
consolidated revenue, consolidated gross assets and number
of employees. The regime is regulated by ASIC and includes
new sustainability reporting requirements to be phased in
over 3 years for the first annual reporting period beginning
on or after January 1, 2025 for Group 1 companies, July 1,
2026 for Group 2 companies and July 1, 2027 for Group 3
companies. Our Australia mortgage operations will be
reporting as a Group 2 company.
Gibraltar
General. The insurance industry is regulated by the Gibraltar
Financial Services Commission (“GFSC”). We have two
carriers, Alwyn Insurance Company Limited and Southern
Rock Insurance Company Limited (“SRICL”), which are
authorized and regulated by the GFSC. SRICL is no longer
authorized to enter into new contracts of insurance or renew
existing contracts of insurance and is no longer writing
business. Following the departure of the U.K. from the EU,
Gibraltar is not part of the EU and remains a British Overseas
Territory. Post-Brexit, Gibraltar’s licensed insurers are able
to cover risks in the U.K. via the Financial Services
(Gibraltar) (Amendment) (EU Exit) Regulations, and Alwyn
Insurance currently writes business for U.K. policyholders.
Gibraltar is a Solvency II equivalent jurisdiction, and its
regulatory requirements are similar to those in the U.K.
requiring compliance with minimum and solvency capital
requirements and other relevant regulatory requirements.
TAX MATTERS
The following summary of the taxation of Arch Capital and
the taxation of our shareholders is based upon current law
and is for general information only. Legislative, judicial or
administrative changes may be forthcoming that could affect
this summary.
The following legal discussion (including and subject to the
matters and qualifications set forth in such summary) of
certain tax considerations (a) under “—Taxation of Arch
Capital—Bermuda” and “—Taxation of Shareholders—
Bermuda” is based upon the advice of Conyers Dill &
Pearman Limited, Hamilton, Bermuda and (b) under “—
Taxation of Arch Capital-United States,” “—Taxation of
Shareholders-United States Taxation,” “—Taxation of Our
U.S. Shareholders” and “—United States Taxation of Non-
U.S. Shareholders” is based upon the advice of White & Case
LLP, New York, New York (the advice of such firms does
not
include
accounting
matters,
determinations
or
conclusions relating to the business or activities of Arch
Capital). The summary is based upon current law and is for
general information only. The tax treatment of a holder of our
common or preferred shares, or of a person treated as a
holder of our shares for U.S. federal income, state, local or
non-U.S. tax purposes, may vary depending on the holder’s
particular tax situation. Legislative, judicial or administrative
changes or interpretations may be forthcoming that could be
retroactive and could affect the tax consequences to us or to
holders of our shares.
Taxation of Arch Capital
OECD’s Pillar II.
Under Pillar II, the OECD’s Inclusive Framework published
the “Global Anti-Base Erosion,” or “GloBE” model rules in
December 2021, which apply to certain in scope entities and
provide for a coordinated system of taxation that imposes a
“top-up” tax to ensure that any in scope entity pays a
minimum rate of 15% tax on its net income in each country
where it operates. The members of the EU have either
already adopted domestic legislation implementing the
minimum tax rules, pursuant to the EU’s minimum tax
directive, unanimously agreed by the member states in 2022,
or have exercised their option to postpone implementation on
the basis of certain exceptions available to countries that have
a small number of multinational groups to which the rules
would apply. For many members of the EU, such rules are
effective for periods beginning on or after December 31,
2023, with the “under-taxed profit rule” taking effect for
periods beginning on or after January 1, 2025.
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2024 FORM 10-K
Legislatures in multiple countries outside of the EU
(including
the
United
Kingdom,
Australia,
Canada,
Switzerland, Hong Kong, and Bermuda) have enacted, and
are continuing to enact, legislation to implement the GloBE
model rules.
A number of elements of Pillar II remain uncertain. The
OECD continues to release guidance regarding Pillar II, only
certain jurisdictions have currently enacted laws to give
effect to Pillar II, jurisdictions may interpret such laws in
different manners, and certain elements of such laws are
currently subject to challenge pursuant to legal proceedings.
Thus, the overall implementation of Pillar II remains
uncertain and subject to change, possibly on a retroactive
basis. Although certain jurisdictions in which we and our
affiliates do business have enacted an “under-taxed profit
rule”, the impact of such rule and the extent to which such
rule will change or be eliminated based on current legal and
political challenges is uncertain. The adoption of the tax laws
described above (including, the adoption of an “under-taxed
profit rule” by certain countries in which we and our affiliates
do business) are expected to result in an increase to our
effective tax rate and aggregate tax liability. See Item 1A,
“Risk Factors – Risk Relating to Taxation” for additional
information.
Bermuda. Under current Bermuda law, Arch Capital does not
pay any tax on income or profits and is not subject to
payment of any tax on withholding, capital gains or capital
transfers. Arch Capital has obtained from the Minister of
Finance under the Exempted Undertakings Tax Protection
Act 1966 of Bermuda, as amended (“EUTP Act”) an
assurance that, in the event that Bermuda enacts legislation
imposing tax computed on profits, income, any capital asset,
gain or appreciation, or any tax in the nature of estate duty or
inheritance, then the imposition of any such tax shall not be
applicable to Arch Capital or to any of our operations or our
shares, debentures or other obligations until March 31, 2035.
However, in response to the OECD Pillar II initiative, on
December 27, 2023, the Government of Bermuda enacted the
Bermuda CIT Act, which will become effective for tax years
beginning on or after January 1, 2025. In the event Arch
Capital is subject to tax under the CIT Act, this would
supersede the assurance received from the Minister of
Finance under the EUTP Act and such tax would be charged
at a rate of 15% of the Company’s net taxable income as
determined in accordance with and subject to the adjustments
set out in the CIT Act (including in respect of any foreign tax
credits applicable to us) for tax years starting on or after
January 1, 2025. The CIT Act does not impose any
withholding tax, capital transfer tax, estate duty or
inheritance tax,; and, so there will continue to be no such
taxes payable by us or by our shareholders in respect of our
shares following January 1, 2025. See Item 1A.“Risk Factors
— Risks Relating to Taxation” for additional information.
We currently pay our Bermuda annual government fee; and,
our Bermuda insurance and reinsurance subsidiaries also pay
their respective Bermuda annual government fees and annual
insurance license fees. In addition, all entities employing
individuals in Bermuda are required to pay a payroll tax and
other sundry taxes payable, directly or indirectly, to the
Bermuda government.
United States. Arch Capital and its non-U.S. subsidiaries
believe they have conducted their operations and currently
intend to conduct their operations going forward in a manner
that has not caused them and will not cause them to be treated
as engaged in a trade or business in the U.S. and, therefore,
has not been and will not be required to pay U.S. federal
income taxes (other than U.S. excise taxes on insurance and
reinsurance premiums and withholding taxes on dividends
and certain other U.S. source investment income). However,
because definitive identification of activities which constitute
being engaged in a trade or business in the U.S. is not
provided by the Internal Revenue Code of 1986, as amended
(the
“Code”),
U.S.
Treasury
regulations
(“Treasury
Regulations”) or court decisions, there can be no assurance
that our position on being engaged in a trade or business in
the U.S. is correct. A foreign corporation deemed to be so
engaged would be subject to U.S. federal income tax, as well
as the branch profits tax, on its income, which is treated as
effectively connected with the conduct of that trade or
business unless the corporation is entitled to relief under a tax
treaty. Such income tax, if imposed, would be based on
effectively connected income computed in a manner
generally analogous to that applied to the income of a
domestic corporation, except that deductions and credits
generally are not permitted unless the foreign corporation has
timely filed a U.S. federal income tax return in accordance
with applicable Treasury Regulations. Penalties may be
assessed for failure to file tax returns. In addition, in such
case, a 30% branch profits tax would be imposed on net
income after subtracting the regular corporate tax and making
certain other adjustments.
Under the income tax treaty between Bermuda and the U.S.
(the
“Treaty”),
Arch
Capital's
Bermuda
insurance
subsidiaries will be subject to U.S. income tax on any
insurance premium income that is effectively connected with
a U.S. trade or business only if that trade or business is
conducted through a permanent establishment in the U.S. No
Treasury Regulations interpreting the Treaty have been
issued. While there can be no assurances, Arch Capital does
not believe that any of its Bermuda insurance subsidiaries has
a permanent establishment in the U.S. Such subsidiaries
would not be entitled to the benefits of the Treaty if (i) 50%
or less of Arch Capital's shares were beneficially owned,
directly or indirectly, by Bermuda residents or U.S. citizens
or residents, or (ii) any such subsidiary's income were used in
substantial part to make disproportionate distributions to, or
to meet certain liabilities to, persons who are not Bermuda
residents or U.S. citizens or residents. While Arch Capital
ARCH CAPITAL
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2024 FORM 10-K
believes that its Bermuda insurance subsidiaries have been
eligible for Treaty benefits to date, there can be no assurance
that this is the case or that the Bermuda insurance
subsidiaries will continue to be eligible for Treaty benefits.
The Treaty clearly applies to premium income but may be
construed as not protecting investment income. If Arch
Capital’s Bermuda insurance subsidiaries were considered to
be engaged in a U.S. trade or business and were entitled to
the benefits of the Treaty in general, but the Treaty were not
found to protect investment income, a portion of such
subsidiaries’ investment income could be subject to U.S.
federal income tax.
Non-U.S. insurance companies carrying on an insurance
business within the U.S. have a certain minimum amount of
effectively connected net investment income, determined in
accordance with a formula that depends, in part, on the
amount of U.S. risk insured or reinsured by such companies.
If any of Arch Capital's non-U.S. insurance subsidiaries is
considered to be engaged in the conduct of an insurance
business in the U.S., a significant portion of such subsidiary’s
investment income could be subject to U.S. federal income
tax.
Non-U.S. corporations not engaged in a trade or business in
the U.S. are nonetheless subject to U.S. income tax on certain
“fixed or determinable annual or periodic gains, profits and
income” derived from sources within the U.S. as enumerated
in Section 881(a) of the Code (such as dividends and certain
interest on investments), subject to exemption under the Code
or reduction by an applicable treaty.
The U.S. also imposes an excise tax on insurance and
reinsurance premiums paid to non-U.S. insurers or reinsurers
with respect to risks located in the U.S. The rates of tax,
unless reduced by an applicable U.S. tax treaty, are 4% for
non-life insurance premiums and 1% for life insurance and
all reinsurance premiums.
The Tax Cuts and Jobs Act of 2017 (the “Tax Cuts Act”) was
signed into law by the President of the United States in 2017.
For taxable years beginning after 2017, the Tax Cuts Act
imposes a 10% minimum base erosion and anti-abuse tax
(increased to 12.5% for taxable years after 2025) on the
“modified taxable income” of a U.S. corporation (or a non-
U.S. corporation engaged in a U.S. trade or business) over
such corporation’s regular U.S. federal income tax, reduced
by certain tax credits. The “modified taxable income” of a
corporation is determined without deduction for certain
payments by such corporation to its non-U.S. affiliates
(including
reinsurance
premiums).
Final
Treasury
Regulations interpreting the base erosion and anti-abuse tax
were issued in December 2019 and October 2020.
United Kingdom. Our U.K. subsidiaries are companies that
are incorporated and have their central management and
control in the U.K. and are therefore resident in the U.K. for
corporation tax purposes. As a result, they are subject to U.K.
corporation tax on their respective profits. The U.K. branches
of Arch Re Europe and Arch Insurance (EU) are subject to
U.K. corporation tax on the profits (both income profits and
chargeable gains) attributable to each branch. The rate of
U.K. corporation tax for the 2024 financial year is 25%.
Pillar II has largely been enacted and in force in the U.K. by
way of a multinational top-up tax and a domestic top-up tax,
together designed to ensure that any Pillar II taxes which can
be levied on profits earned in the U.K. will be paid in the
U.K. and not elsewhere, but broadly these measures are not
currently expected to significantly adversely impact the
quantum of taxes payable by the group in the U.K.
Canada. Arch Insurance Canada is taxed on its worldwide
income. Arch Re U.S. is taxed on its net business income
earned in Canada. The general federal corporate income tax
rate in Canada is currently 15%. Provincial and territorial
corporate income tax rates are added to the general federal
corporate income tax rate and generally vary between 8% and
16%. Pillar II has largely been enacted in Canada but should
not adversely impact taxes payable in Canada.
Ireland. Each of Arch Re Europe, Arch Insurance (EU) and
Arch Underwriters Europe is incorporated and resident in
Ireland for corporation tax purposes and will be subject to
Irish corporate tax on worldwide profits, including the profits
of the branches of Arch Re Europe, Arch Insurance (EU) and
Arch Underwriters Europe. Any foreign branch corporate tax
payable is creditable against Arch Re Europe’s Irish
corporate tax liability on the results of Arch Re Europe’s
branches with the same principle applied to Arch Insurance
(EU)’s branches and Arch Underwriters Europe’s branches.
The current rate of Irish corporation tax applicable to such
trading profits is 12.5%. Pillar II has been enacted in Ireland
which may result in additional taxation in Ireland.
Switzerland. Arch Re Europe Swiss Branch and Arch
Underwriters Europe Swiss Branch are subject to Swiss
corporation tax on the profit which is allocated to each
branch. The effective tax rate is approximately 19.61% for
Swiss federal, cantonal and communal corporation taxes on
the profit. The effective tax rate of the annual cantonal and
communal capital taxes on the equity which is allocated to
Arch Re Europe Swiss Branch and Arch Underwriters
Europe Swiss Branch is approximately 0.17%. Pillar II has
largely been enacted in Switzerland but should not adversely
impact taxes payable in Switzerland.
ARCH CAPITAL
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2024 FORM 10-K
Denmark. Arch Re Denmark, established as a subsidiary of
Arch Re Bermuda, is subject to Danish corporation taxes on
its profits at a rate of 22%. Pillar II has been enacted in
Denmark but should not adversely impact taxes payable in
Denmark.
Gibraltar. Our Gibraltar subsidiaries are companies that are
incorporated and have their central management and control
in Gibraltar and are therefore resident in Gibraltar for
corporation tax purposes. As a result, they are subject to
Gibraltar corporation tax on their respective profits. The rate
of Gibraltar corporation tax for the 2024 financial year is
13.8% (the nominal rate increased from 12.5% to 15% with
effect from July 1, 2024. Pillar II has largely been enacted in
Gibraltar which may result in additional taxation in Gibraltar
in respect of 2024.
Hong Kong. Arch MI Asia is subject to Hong Kong corporate
tax on its assessable profits at a rate of 16.5%. Assessable
profits are the net profits for the basis period, arising in or
derived from Hong Kong. Pillar II has largely been enacted
in Hong Kong but should not adversely impact taxes payable
in Hong Kong.
Australia. Arch LMI and Arch Indemnity, Australian
incorporated and tax resident companies, are subject to
Australian corporate tax on its worldwide profits. The current
rate of Australian corporation tax applicable to such profits is
30%. Pillar II has been enacted in Australia but should not
adversely impact taxes payable in Australia.
Taxation of Shareholders
Bermuda. Currently, there is no Bermuda withholding tax on
dividends paid by us.
United States—General. The following summary sets forth
certain U.S. federal income tax considerations related to the
purchase, ownership and disposition of our common shares
and our non-cumulative preferred shares (“preferred shares”).
Unless otherwise stated, this summary deals only with
shareholders (“U.S. holders”) that are U.S. Persons (as
defined below) and to common shares and preferred shares
beneficially owned by such holder and held as capital assets.
The following discussion is only a general summary of the
U.S. federal income tax matters described herein and does
not purport to address all of the U.S. federal income tax
consequences that may be relevant to a particular shareholder
in light of such shareholder’s specific circumstances. In
addition, the following summary (except as to matters
explicitly discussed therein) does not describe the U.S.
federal income tax consequences that may be relevant to
certain types of shareholders, such as banks, insurance
companies, and other financial institutions, regulated
investment companies, real estate investment trusts, financial
asset securitization investment trusts, brokers, dealers or
traders in securities, entities or arrangements classified as
partnerships or pass-through entities for U.S. federal income
tax purposes or holders of equity interests therein, tax exempt
entities, “individual retirement accounts” or “Roth IRAs”,
expatriates and former citizens or long-term residents of the
United States, persons whose functional currency for U.S.
federal income tax purposes is not the U.S. dollar, persons
that own, directly, indirectly or constructively, ten percent
(10%) or more of the total voting power or value of all of our
outstanding shares, persons owning our common shares or
preferred shares in connection with a trade or business
conducted outside the United States, U.S. holders that hold
our common shares or preferred shares through a non-U.S.
broker or other non-U.S. intermediary, persons who hold our
common shares or preferred shares as part of a hedging or
conversion transaction or as part of a straddle or wash sale,
who may be subject to special rules or treatment under the
Code or persons required for U.S. federal income tax
purposed to recognize income no later than such income is
reported on such persons’ applicable financial statements,
and persons subject to the alternative minimum tax. This
discussion is based upon the Code, the Treasury Regulations
promulgated there under and any relevant administrative
rulings or pronouncements or judicial decisions, all as in
effect on the date of this annual report and as currently
interpreted and does not take into account possible changes in
such tax laws or interpretations thereof, which may apply
retroactively. This discussion does not include any
description of the tax laws of any state or local governments
within the U.S., or of any foreign government, that may be
applicable to our common shares or preferred shares or the
shareholders. There can be no assurance the U.S. Internal
Revenue Service (“IRS”) or a court will not take a contrary
position to that discussed below regarding the tax
consequences of the purchase, ownership and disposition of
our common shares and preferred shares. Persons holding or
considering an investment in the common shares or preferred
shares should consult their own tax advisors concerning the
application of the U.S. federal tax laws to their particular
situations as well as any tax consequences arising under the
laws of any state, local or foreign taxing jurisdiction prior to
making such investment.
If an entity that is treated as a partnership holds our common
shares or preferred shares, the tax treatment of a partner will
generally depend upon the status of the partner and the
activities of the partnership. If you are a partnership holding
or considering an investment in our common shares or
preferred shares or a partner therein, you should consult your
tax advisor.
ARCH CAPITAL
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2024 FORM 10-K
For purposes of this discussion, the term “U.S. Person”
means a person that is, for U.S. federal income tax purposes:
•
an individual who is a citizen or resident of the U.S.;
•
a corporation created or organized under the laws of the
U.S., any state thereof or the District of Columbia;
•
an estate, the income of which is subject to U.S. federal
income taxation regardless of its source; or
•
a trust, if either (i) a court within the U.S. is able to
exercise primary supervision over the administration of
such trust and one or more U.S. persons have the
authority to control all substantial decisions of such trust
or (ii) the trust has a valid election in effect to be treated
as a U.S. person for U.S. federal income tax purposes.
United States—Taxation of Dividends. The preferred shares
should be properly classified as equity rather than debt for
U.S. federal income tax purposes. Subject to the discussions
below relating to the potential application of the controlled
foreign corporation (“CFC”), “related person insurance
income” (“RPII”) and passive foreign investment company
(“PFIC”) rules, as defined below, cash distributions, if any,
made with respect to our common shares or preferred shares
will constitute dividends for U.S. federal income tax
purposes to the extent paid out of our current or accumulated
earnings and profits (as computed using U.S. tax principles).
If a U.S. holder of our common shares or our preferred shares
is an individual or other non-corporate holder, dividends
paid, if any, to that holder that constitute qualified dividend
income generally will be taxable at the rate applicable for
long-term capital gains (generally up to 20%), provided that
such person meets a holding period requirement. Generally,
in order to meet the holding period requirement, the U.S.
holder must hold the common shares for more than 60 days
during the 121-day period beginning 60 days before the ex-
dividend date and must hold preferred shares for more than
90 days during the 181-day period beginning 90 days before
the ex-dividend date. Dividends paid, if any, with respect to
common shares or preferred shares generally will be qualified
dividend income, provided the common shares or preferred
shares are readily tradable on an established securities market
in the U.S. in the year in which the shareholder receives the
dividend (which should be the case for shares that are listed
on the Nasdaq Stock Market or the New York Stock
Exchange) and Arch Capital is not considered to be a passive
foreign investment company in either the year of the
distribution or the preceding taxable year. No assurance can
be given that the preferred shares will be considered readily
tradable on an established securities market in the U.S. See
“—Taxation of Our U.S. Shareholders” below.
A U.S. holder that is an individual, estate or a trust that does
not fall into a special class of trusts that is exempt from such
tax, will be subject to a 3.8% tax on the lesser of (1) the U.S.
holder’s “net investment income” for the relevant taxable
year and (2) the excess of the U.S. holder’s modified adjusted
gross income for the taxable year over a certain threshold
(which in the case of individual will be between $125,000
and $250,000, depending on the individual’s circumstances).
A U.S. holder’s net investment income generally will include
its dividend income and its net gains from the disposition of
our common shares and preferred shares, unless such
dividend income or net gains are derived in the ordinary
course of the conduct of a trade or business (other than a
trade or business that consists of certain passive or trading
activities).
Distributions with respect to the common shares and the
preferred shares will not be eligible for the dividends
received deduction allowed to U.S. corporations under the
Code. To the extent distributions on our common shares and
preferred shares exceed our earnings and profits, they will be
treated first as a return of the U.S. holder's basis in our
common shares and our preferred shares to the extent thereof,
and then as gain from the sale of a capital asset.
United States—Sale, Exchange or Other Disposition. Subject
to the discussions below relating to the potential application
of the CFC, RPII and PFIC rules, U.S holders of common
shares and preferred shares generally will recognize capital
gain or loss, if any, for U.S. federal income tax purposes on
the sale, exchange or other taxable disposition of common
shares or preferred shares, as applicable in an amount equal
to the difference between the amount realized on the sale,
exchange or other taxable disposition and the U.S holder’s
adjusted tax basis in the shares. Such gain or loss generally
will be long term capital gain or loss if the U.S. holder’s
holding period for the shares exceeds one year. Long-term
capital gains of certain non-corporate U.S. holders (including
individuals) are generally eligible for reduced rates of
taxation. The deductibility of capital losses is subject to
limitations.
United
States—Redemption
of
Preferred
Shares.
A
redemption of the preferred shares will be treated under
Section 302 of the Code as a dividend to the extent we have
earnings and profits allocable to such shares, unless the
redemption satisfies one of the tests set forth in Section
302(b) of the Code enabling the redemption to be treated as a
sale or exchange, subject to the discussion herein relating to
the potential application of the CFC, RPII and PFIC rules.
Under the relevant Code Section 302(b) tests, the redemption
should be treated as a sale or exchange only if it (1) is
substantially disproportionate, (2) constitutes a complete
termination of the holder's stock interest in us or (3) is “not
essentially equivalent to a dividend.” In determining whether
any of these tests are met, shares considered to be owned by
the holder by reason of certain constructive ownership rules
set forth in the Code, as well as shares actually owned, must
generally be taken into account. It may be more difficult for a
U.S. holder who owns, actually or constructively by
ARCH CAPITAL
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2024 FORM 10-K
operation of the attribution rules, any of our other shares to
satisfy any of the above requirements.
In order to meet the substantially disproportionate test, the
percentage of our issued and outstanding voting shares
actually and constructively owned by the U.S. holder
immediately following the redemption of our shares must,
among other requirements, be less than 80% of the
percentage of our issued and outstanding voting shares
actually and constructively owned by the U.S. holder
immediately before the redemption. There will be a complete
termination of a U.S. holder’s interest if either (i) all of our
shares actually and constructively owned by the U.S. holder
are redeemed or (ii) all of our shares actually owned by the
U.S. holder are redeemed and the U.S. holder is eligible to
waive, and effectively waives in accordance with specific
rules, the attribution of shares owned by certain family
members and the U.S. holder does not constructively own
any other of our shares. The redemption of our shares will
not be essentially equivalent to a dividend if such redemption
results in a “meaningful reduction” of the U.S. holder’s
proportionate interest in us. Whether the redemption will
result in a meaningful reduction in a U.S. holder’s
proportionate interest in us will depend on the particular facts
and circumstances. However, the IRS has indicated in a
published ruling that even a small reduction in the
proportionate interest of a small minority shareholder in a
publicly held corporation who exercises no control over
corporate affairs may constitute such a “meaningful
reduction.” The determination as to whether any of the
alternative tests of Section 302(b) of the Code is satisfied
with respect to a particular holder of the preferred shares
depends on the facts and circumstances as of the time the
determination is made.
If none of the foregoing tests are satisfied, then the
redemption of any of our shares will be treated as a
distribution and the tax effects will be as described under “—
United States—Taxation of Dividends” above. After the
application of those rules, any remaining tax basis of the U.S.
holder in the redeemed shares will be added to the U.S.
holder’s adjusted tax basis in its remaining shares, or,
possibly, in other shares constructively owned by it. A U.S.
holder should consult with its own tax advisors as to the tax
consequences of a redemption of ours shares.
U.S. holders who actually or constructively own five percent
or more of our shares (by vote or value) may be subject to
special reporting requirements with respect to a redemption
of our shares, and such holders are urged to consult with their
own tax advisors with respect to their reporting requirements.
Taxation of Our U.S. Shareholders
Controlled Foreign Corporation Rules. We or any of our
non-U.S. subsidiaries generally will be treated as a CFC with
respect to any taxable year if at any time during such taxable
year, one or more “10% U.S. Shareholders” (as defined
below) collectively own more than 50% of us or such non-
U.S. subsidiary (as applicable) by vote or value (taking into
account shares actually owned by such U.S. holder as well as
shares attributed to such U.S. holder under the Code or the
Treasury Regulations thereunder). Moreover, with respect to
insurance income (including reinsurance income), the “more
than 50%” requirement described in the preceding sentence is
replaced with a more expansive “more than 25%”
requirement. A 10% U.S. Shareholder means any U.S. Person
who was considered to own, actually or constructively, 10%
or more of the total combined voting power or total
combined value of our shares or those of our non-U.S.
subsidiaries (as applicable). As a result of a change in law for
taxable years beginning after December 31, 2017, the voting
cut-back limitation contained in our bye-laws that limits the
votes conferred by the Controlled Shares (as defined in our
bye-laws) of any U.S. Person to 9.9% of the total voting
power of all our shares entitled to vote will not prevent any
U.S. holder from being treated as a 10% U.S. Shareholder.
Due to the repeal of Section 958(b)(4) of the Code under the
Tax Cuts Act, all non-U.S. subsidiaries directly or indirectly
owned by Arch Capital are treated as constructively owned
by its U.S. subsidiaries, and therefore are treated as CFCs.
Status as a CFC would not cause us or any of our non-U.S.
subsidiaries to be subject to U.S. federal income tax. Such
status also would have no adverse U.S. federal income tax
consequences for any U.S. holder that is not a 10% U.S.
Shareholder with respect to us or any such non-U.S.
subsidiary (as applicable). If we or any of our non-U.S.
subsidiaries are or were a CFC with respect to any taxable
year, a U.S. holder that is considered a 10% U.S. Shareholder
would be subject to current U.S. federal income taxation (at
ordinary income tax rates) to the extent of all or a portion of
the undistributed earnings and profits of Arch Capital and our
subsidiaries attributable to “subpart F income” (including
certain insurance premium income and investment income)
or global intangible low-taxed income and may be taxable at
ordinary income tax rates on any gain recognized on a sale or
other disposition (including by way of repurchase or
liquidation) of our common shares or preferred shares to the
extent of the current and accumulated earnings and profits
attributable to such common shares or preferred shares.
ARCH CAPITAL
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2024 FORM 10-K
Related Person Insurance Income Rules. In general, with
respect to RPII (a limited category of insurance income, as
defined below), the CFC rules are expanded in two
significant respects. First, in determining CFC status, as well
as determining which U.S. shareholders are subject to current
taxation with respect to a CFC’s RPII (whether or not
currently distributed), all U.S. shareholders (as opposed to
only 10% U.S. Shareholders) are taken into account. Second,
the amount of stock in a foreign corporation that all U.S.
shareholders, in the aggregate, must own for such corporation
to be treated as a CFC is reduced from more than 50% (by
vote or value), and more than 25% (by vote or value) with
respect to insurance income generally, to 25% or more (by
vote or value). Generally, RPII is insurance income
(including reinsurance income) of a foreign corporation with
respect to which the insured is a United States shareholder of
the foreign corporation or a related person to such a
shareholder.
Under one exception to the foregoing RPII rules, U.S.
shareholders are not required to include a CFC’s RPII
currently in income if the CFC’s gross RPII is less than 20%
of its total gross insurance income for the taxable year in
question (the “RPII 20% gross income exception”).
Under current law, we currently expect each of our non-U.S.
subsidiaries to satisfy the RPII 20% gross income exception,
and therefore we currently do not expect any U.S.
shareholder to be required to include RPII in income
(although there can be no assurance that this is or will
continue be the case). However, proposed Treasury
Regulations issued on January 24, 2022, if finalized in their
current form, would for the first time (on a prospective basis)
expand the definition of RPII to include certain intercompany
insurance income (including reinsurance income) in a manner
that could cause certain of our foreign subsidiaries not to
satisfy the RPII 20% gross income exception. In such event,
(1) as noted above, all U.S. shareholders (not just 10% U.S.
Shareholders) would be required to include RPII in income
currently, whether or not distributed, and (2) as noted below,
U.S. shareholders that are tax exempt entities would be
required to treat such RPII inclusions as unrelated business
taxable income. Current and prospective U.S. holders should
consult their own tax advisors as to the potential impact of
these proposed Treasury Regulations.
Section 953(c)(7) of the Code generally provides that Section
1248 of the Code (which generally would require a U.S.
holder to treat certain gains attributable to the sale, exchange
or disposition of common shares or preferred shares as a
dividend) will apply to the sale or exchange by a U.S.
shareholder of shares in a foreign corporation that is
characterized as a CFC under the RPII rules if the foreign
corporation would be taxed as an insurance company if it
were a U.S. corporation, regardless of whether the U.S.
shareholder is a 10% U.S. Shareholder or whether the
corporation qualifies for the RPII 20% gross income
exception. Although existing Treasury Regulations do not
address the question, proposed Treasury Regulations issued
in April 1991 create some ambiguity as to whether Section
1248 and the requirement to file Form 5471 would apply
when the non-U.S. corporation has a foreign insurance
subsidiary that is a CFC for RPII purposes and that would be
taxed as an insurance company if it were a domestic
corporation. We believe that Section 1248 and the
requirement to file Form 5471 will not apply to a less than
10% U.S. Shareholder because Arch Capital is not directly
engaged in the insurance business. There can be no
assurance, however, that the IRS will interpret the proposed
Treasury Regulations in this manner or that the Treasury will
not take the position that Section 1248 and the requirement to
file Form 5471 will apply to dispositions of our common
shares or our preferred shares.
If the IRS or U.S. Treasury were to make Section 1248 of the
Code and the Form 5471 filing requirement applicable to the
sale of our shares, we would notify shareholders that Section
1248 of the Code and the requirement to file Form 5471 will
apply to dispositions of our shares. Thereafter, we would
send a notice after the end of each calendar year to all
persons who were shareholders during the year notifying
them that Section 1248 of the Code and the requirement to
file Form 5471 apply to dispositions of our shares by U.S.
holders. We would attach to this notice a copy of Form 5471
completed with all our information and instructions for
completing the shareholder information.
Tax-Exempt Shareholders. Tax-exempt entities may be
required to treat certain Subpart F insurance income,
including RPII, that is includible in income by the tax-exempt
entity as unrelated business taxable income. Current and
prospective U.S. holders that are tax exempt entities should
consult their own tax advisors as to the potential impact of
the unrelated business taxable income provisions of the Code.
Passive Foreign Investment Companies. Sections 1291
through 1298 of the Code contain special rules applicable
with respect to foreign corporations that are PFICs. In
general, a foreign corporation will be a PFIC if 75% or more
of its income constitutes “passive income” or 50% or more of
its assets produce passive income. If we were to be
characterized as a PFIC, U.S. holders would be subject to a
penalty tax at the time of their sale of (or receipt of an
“excess distribution” with respect to) their common shares or
preferred shares imposed at the highest applicable rate under
the Code for the applicable tax year. In general, a shareholder
receives an “excess distribution” if the amount of the
distribution is more than 125% of the average distribution
with respect to the shares during the three preceding taxable
years (or shorter period during which the taxpayer held the
stock). In general, the penalty tax is equivalent to an interest
ARCH CAPITAL
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2024 FORM 10-K
charge on taxes that are deemed due during the period the
shareholder owned the shares, computed by assuming that the
excess distribution or gain (in the case of a sale) with respect
to the shares was taxable in equal portions throughout the
holder’s period of ownership. The interest charge is equal to
the applicable rate imposed on underpayments of U.S. federal
income tax for such period. A U.S. shareholder may avoid
some of the adverse tax consequences of owning shares in a
PFIC by making a qualified electing fund (“QEF”) election.
A QEF election is revocable only with the consent of the IRS
and has the following consequences to a shareholder:
•
For any year in which Arch Capital is a PFIC, the
shareholder would include in its taxable income a
proportionate share of the net ordinary income and net
capital gains of Arch Capital and certain of its non-U.S.
subsidiaries.
•
For any year in which Arch Capital is not a PFIC, the
shareholder would not be subject to the QEF inclusion
regime described in the preceding paragraph for such
taxable year.
For taxable years beginning on or before December 31, 2017,
the determination of whether the active insurance company
exception applies to an insurance company was made on a
case-by-case basis and the analysis was inherently subjective.
Under the Tax Cuts Act, for taxable years beginning after
December 31, 2017, the active insurance company exception
applies only if (i) the company would be taxed as an
insurance company were it a U.S. corporation and (ii) either
(A) loss and loss adjustment expense and certain reserves
constitute more than 25% of the company’s gross assets for
the relevant year or (B) loss and loss adjustment expenses
and certain reserves constitute more than 10% of the
company’s gross assets for the relevant year and, based on
the applicable facts and circumstances, the company is
predominantly engaged in an insurance business and the
failure of the company to satisfy the preceding 25% test is
due solely to run-off related or other specified circumstances
involving the insurance business. The PFIC statutory
provisions contain a look-through rule that states that, for
purposes of determining whether a foreign corporation is a
PFIC, such foreign corporation shall be treated as if it
“received directly its proportionate share of the income” and
as if it “held its proportionate share of the assets” of any other
corporation in which it owns at least 25% of the stock. We
believe that we were not a PFIC for any taxable year ended
on or before December 31, 2023, and we currently are not
expecting to become a PFIC for any subsequent taxable year.
However, due to the complexity and uncertainty of the PFIC
rules and the limited guidance interpreting them, there can be
no assurance that we have not been a PFIC to date or that we
will not become a PFIC at some time in the future. In
addition, our U.S. counsel expresses no opinion with respect
to our PFIC status for our current or future taxable years.
On December 4, 2020, the IRS issued certain final Treasury
Regulations (the “2020 final PFIC insurance regulations”)
and revised proposed Treasury Regulations (the “2020
proposed PFIC insurance regulations”) regarding the
application of the insurance company exception. While we
believe that the 2020 final PFIC insurance regulations and the
2020 proposed PFIC insurance regulations should not
adversely impact our ability to satisfy the insurance company
exception and avoid being treated as a PFIC, there can be no
assurance that such exception will in fact apply and/or will
continue to apply at all times in the future. Each U.S. holder
should consult its own tax advisor as to the effects of these
rules.
Backup Withholding and Information Reporting. Payments of
dividends and sales proceeds from a sale, exchange or other
taxable disposition (including redemption) of our common
shares or preferred shares that are made within the United
States, by a U.S. payor or through certain U.S.-related
financial intermediaries to a U.S. holder generally are subject
to information reporting, unless the U.S. holder is a
corporation or other exempt recipient, and if required,
demonstrates that fact. In addition, such payments may be
subject to backup withholding, unless (1) the U.S. holder is a
corporation or other exempt recipient or (2) the U.S. holder
provides a correct taxpayer identification number and
certifies that it is not subject to backup withholding in the
manner required. Backup withholding is not an additional
tax. The amount of any backup withholding from a payment
to a U.S. holder will generally be allowed as a credit against
the U.S. holder’s U.S. federal income tax liability or may
entitle the U.S. holder to a refund, provided that the required
information is timely furnished to the IRS.
Foreign Financial Asset Reporting. Certain U.S. persons are
required to report information relating to interests in
“specified foreign financial assets”, including shares issued
by a non-U.S. corporation, for any year in which the
aggregate value of all specified foreign financial assets
exceeds certain thresholds, subject to certain exceptions
(including an exception for shares held in a custodial account
maintained with a U.S. financial institution). Penalties may
be imposed for a failure to disclose such information. U.S.
holders are urged to consult their tax advisers regarding the
effect, if any, of these additional reporting requirements on
their ownership and disposition of our common shares or
preferred shares.
ARCH CAPITAL
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2024 FORM 10-K
United States Taxation of Non-U.S. Shareholders
Taxation of Dividends. Cash distributions, if any, made with
respect to common shares or preferred shares held by a
holder that is, for U.S. federal income tax purposes, an
individual, corporation, estate or trust that is not a U.S.
holder (a “Non-U.S. holder”) generally will not be subject to
U.S. withholding tax (subject to certain exceptions that may
apply if we were determined to be engaged in a trade or
business in the United States and 25% or more of our gross
income were to be effectively connected to such U.S. trade or
business).
Sale, Exchange or Other Disposition. Non-U.S. holders of
common shares or preferred shares generally will not be
subject to U.S. federal income tax with respect to gain
recognized upon the sale, exchange or other disposition of
such shares unless such gain is effectively connected with a
U.S. trade or business of the Non-U.S. holder or such person
is present in the U.S. for 183 days or more in the taxable year
the gain is recognized and certain other requirements are
satisfied.
Information Reporting and Backup Withholding. Non-U.S.
holders of common shares or preferred shares will not be
subject to U.S. information reporting or backup withholding
with respect to dispositions of common or preferred shares
effected through a non-U.S. office of a broker, unless the
broker has certain connections to the U.S. or is a U.S. person.
No U.S. backup withholding will apply to payments of
dividends, if any, on our common shares or our preferred
shares.
FATCA Withholding. Sections 1471 through 1474 to the
Code, known as the Foreign Account Tax Compliance Act
(“FATCA”), impose a withholding tax of 30% on U.S.-
source interest, dividends and certain other types of income,
which is received by a foreign financial institution (“FFI”),
unless such FFI enters into an agreement with the IRS to
obtain certain information as to the identity of the direct and
indirect owners of accounts in such institution. In addition, a
30% withholding tax may be imposed on the above payments
to certain non-financial foreign entities which do not (i)
certify to each applicable withholding agent that they have no
“substantial U.S. owners” (i.e., a U.S. 10% direct or indirect
shareholder), or (ii) provide such withholding agent with the
certain information as to the identity of such substantial U.S.
owners. The U.S. has entered into intergovernmental
agreements to implement FATCA (“IGAs”) with a number of
jurisdictions. Bermuda has signed an IGA with the U.S.
Different rules than those described above may apply under
such an IGA.
Although dividends with respect to our common shares or
preferred shares generally will be treated as foreign source
for U.S. federal withholding tax purposes, it is unclear
whether, for FATCA purposes, some or all of our dividends
may be recharacterized as U.S. source dividends. Treasury
Regulations addressing this topic have not yet been issued.
Current and prospective investors should consult their own
tax advisors as to the filing and information requirements that
may be imposed on them in respect of their ownership of our
common share or preferred shares.
Other Tax Laws. Shareholders should consult their own tax
advisors with respect to the applicability to them of the tax
laws of other jurisdictions.
ITEM 1A. RISK FACTORS
Set forth below are risk factors relating to our business.
These risks and uncertainties are not the only ones we face.
There may be additional risks that we currently consider not
to be material or of which we are not currently aware, and
any of these risks could cause our actual results to differ
materially from historical or anticipated results. You should
carefully consider these risks along with the other
information
provided
in
this
report,
including
our
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and our accompanying
consolidated financial statements, as well as the information
under the heading “Cautionary Note Regarding Forward-
Looking Statements” before investing in any of our
securities. We may amend, supplement or add to the risk
factors described below from time to time in future reports
filed with the SEC.
RISK FACTORS SUMMARY
The following is a summary description of the material risks
and uncertainties to which we may be exposed. Each of these
risks could adversely affect our business, financial condition
and results of operations, and any such effects may be
material. These and other risks are more fully described after
this summary description.
Risks Relating to Our Industry, Business and Operations
• We operate in a highly competitive environment.
• The insurance and reinsurance industry is highly cyclical,
and we may at times experience periods characterized by
excess underwriting capacity and unfavorable premium
rates.
ARCH CAPITAL
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2024 FORM 10-K
• The effects of inflation, trade and tariff disputes and global
recessionary and other economic conditions impact the
insurance and reinsurance industry in ways which may
negatively impact our business, financial condition and
results of operations.
• Claims for natural and man-made catastrophic events could
cause large losses and substantial volatility in our results of
operations and could have a material adverse effect on our
financial position and results of operations.
• The impact of climate change will affect our loss limitation
methods, such as the purchase of third party reinsurance
and catastrophe risk modeling and risk selection in ways
which may adversely impact our business, financial
condition and results of operations.
• Our insurance and reinsurance subsidiaries are subject to
supervision and regulation. Changes to existing regulation
and supervisory standards, or failure to comply with
applicable requirements, could adversely affect our
business and results of operations.
• We are subject to ongoing legal and policy actions around
climate
change
which
may
result
in
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 imposition of sanctions by the U.S., U.K. and EU on
Russia and Russia-related businesses has impacted certain
sectors in which we write business.
• Our customers and policyholders may also be impacted by
regulatory, technological, market or other risks relating to
climate change in ways which we cannot predict with
certainty and adversely impact our results of operations.
• We are subject to changes in governmental, investor and
societal responses to climate change and sustainability-
related issues, which may result in scrutiny of our business,
litigation or adverse impacts to our share price and our
results of operations.
• We could face unanticipated losses from increased
geopolitical tensions, hostilities, war, terrorism, cyber
attacks and general political instability, and these or other
unanticipated losses could have a material adverse effect
on our financial condition and results of operations.
• Underwriting risks and reserving for losses are based on
probabilities and related modeling, which are subject to
inherent uncertainties.
• 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.
• 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
and results of 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.
• Emerging claim and coverage issues may adversely affect
our business.
• Acquisitions, the addition of new lines of insurance or
reinsurance business, expansion into new geographic
regions and/or entering into joint ventures or partnerships
expose us to risks.
• Our information technology systems and our pace of
adoption of new technologies, such as generative AI, may
not be adequate to meet the demands of our customers or
impact negatively our ability to compete with our peers.
• Technology
failures
caused
by
intentional
and
unintentional human and non-human actions may cause
material disruption in the availability of the information
technology systems we use in our business.
• We could be materially impacted by a cyber attack, data
breach, ransomware, phishing, social engineering or other
cybersecurity incident resulting in loss of business data,
personal data and other confidential or secret information,
a disruption in our business operations, regulatory or other
legal action, and fines.
• Changes in criteria used by rating agencies which may
result in a downgrade in our ratings, our inability to obtain
a rating 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 our business 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, and
resilient employees at all levels of our organization.
• Our success will depend on our ability to maintain and
enhance effective operating procedures and internal
controls and our ERM program.
• We are exposed to credit risk in certain of our business
operations.
• Our business is subject to laws and regulations relating to
economic trade sanctions and foreign bribery laws, the
violation of which could adversely affect our operations.
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2024 FORM 10-K
Risks Relating to Financial Markets and Investments
• Adverse developments in the financial markets could have
a material adverse effect on our results of operations,
financial position and our businesses, and may also limit
our access to capital; our policyholders, reinsurers and
retrocessionaires
may
also
be
affected
by
such
developments, which could adversely affect their ability to
meet their obligations to us.
• Disruption to the financial markets and weak economic
conditions resulting from situations such as supply/demand
imbalances, inflation and political unrest may adversely
and materially impact our investments, financial condition
and results of operation.
• Foreign currency exchange rate fluctuation may adversely
affect our financial results.
• The determination of the amount of current expected credit
losses (“CECL”) allowances taken on our investments is
highly subjective and could materially impact our results of
operations or financial position.
• Our reinsurance subsidiaries may be required to provide
collateral to ceding companies, by applicable regulators,
their contracts or other commercial considerations. Their
ability to conduct business could be significantly and
negatively affected if they are unable to do so.
Risks Relating to Our Mortgage Operations
• The ultimate performance of our mortgage insurance
portfolios remains uncertain.
• If the volume of low down payment mortgage originations
declines, or if other government housing policies, practices
or regulations change, the amount of mortgage insurance
we write in the U.S. or Australia could decline, which
would reduce our mortgage insurance revenues.
• Changes to the role of the GSEs in the U.S. housing market
or to GSE eligibility requirements for mortgage insurers 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
Federal Housing Finance Agency (“FHFA”)’s Enterprise
Regulator Capital Framework may adversely affect the use
of mortgage insurance and CRT opportunities.
Risk Relating to Our Company
• Some of the provisions of our bye-laws and our
shareholders agreement may have the effect of hindering,
delaying or preventing third party takeovers or changes in
management initiated by shareholders. These provisions
may also prevent our shareholders from receiving premium
prices for their shares in an unsolicited takeover.
• There are regulatory limitations on the ownership and
transfer of our common shares.
• Arch Capital is a holding company and is dependent on
dividends and other distributions from its operating
subsidiaries.
• General market conditions and unpredictable factors could
adversely affect market prices for our outstanding preferred
shares.
• Dividends on our preferred shares are non-cumulative.
• Our preferred shares are equity and are subordinate to our
existing and future indebtedness.
• The voting rights of holders of our preferred shares are
limited.
Risks Relating to Taxation
• 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.
• The continuing implementation of the Tax Cuts Act may
have a material and adverse impact on our operations and
financial condition.
• 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).
• Legislation enacted in Bermuda as to Economic Substance
may affect our operations.
• We expect to become subject to increased taxation in
Bermuda as a result of the recently adopted Bermuda CIT
Act, and may become subject to increased taxation in other
countries as a result of the implementation of the OECD's
plan on “Base Erosion and Profit Shifting.”
• Application of the EU Anti-Tax Avoidance Directives.
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2024 FORM 10-K
Risks Relating to Our Industry, Business and Operations
We operate in a highly competitive environment, and we may
not be able to compete successfully in our industry.
The insurance and reinsurance industry is highly competitive.
We compete on an international and regional basis with
major U.S. and non-U.S. insurers and reinsurers, many of
which have greater financial, marketing and management
resources than we do. See “Competition” in Item 1 for details
on our competitors in each of the major segments we operate
in. We compete on the basis of product offerings, pricing,
terms and conditions, claims servicing and customer
relationships. Other factors, such as our proven cycle
management skills, our expertise in specialty lines of
business and our use of technologies and data analytics are
other factors, may differentiate us from our competitors. Any
failure by us to effectively compete could adversely affect
our financial condition and results of operations.
The insurance and reinsurance industry is highly cyclical,
and we may at times experience periods characterized by
excess underwriting capacity and unfavorable premium
rates.
Historically, insurers and reinsurers have experienced
significant
fluctuations
in
operating
results
due
to
competition, frequency of occurrence or severity of
catastrophic events, levels of capacity, general economic
conditions, inflation, changes in equity, debt and other
investment markets, changes in legislation, case law and
prevailing concepts of liability and other factors. Demand for
reinsurance is influenced significantly by the underwriting
results of primary insurers and prevailing general economic
conditions. The supply of insurance and reinsurance is related
to prevailing prices and levels of surplus capacity that, in
turn, may fluctuate in response to changes in rates of return
being realized in the insurance and reinsurance industry on
both underwriting and investment sides. As a result, the
insurance and reinsurance business historically has been a
cyclical industry characterized by periods of intense price
competition due to excessive underwriting capacity as well as
periods when shortages of capacity permitted favorable
premium levels and changes in terms and conditions. The
supply of insurance and reinsurance is increasing, either as a
result of capital provided by new entrants or by the
commitment of additional capital by existing insurers or
reinsurers. Continued increases in the supply of insurance
and reinsurance may have consequences for us, including
fewer contracts written, lower premium rates, increased
expenses for customer acquisition and retention, and less
favorable policy terms and conditions.
The effects of inflation, trade and tariff disputes and global
recessionary and other economic conditions impact the
insurance and reinsurance industry in ways which may
negatively impact our business, financial condition and
results of operations.
While general economic inflation has eased in recent
quarters, higher inflationary conditions may continue to
remain in place. The potential also exists, after a catastrophe
loss or geopolitical hostilities for the development of
inflationary pressures in a local or regional economy. This
may have a material effect on the adequacy of our reserves
for losses and loss adjustment expenses, especially in longer-
tailed lines of business. In addition, governmental actions in
response to inflationary pressures, such as increasing interest
rates, may have a material impact, such as on the market
value of our investment portfolio, or on the size of the
mortgage origination market available to be insured by our
mortgage business. While we consider the anticipated effects
of inflation in our pricing models, reserving processes and
exposure management across all lines of business and types
of loss including natural catastrophe events, the actual effects
of inflation on our results cannot be accurately known until
claims are settled. 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. For
example, in our mortgage business, the failure of general
wages to keep pace with economic inflation, or increases in
unemployment due to prolonged recessionary conditions,
could prevent borrowers from being able to afford their
mortgage payments and thereby increase the frequency of
claims beyond our modeled results. Global recessionary
conditions, including inflation, the slow recovery of certain
sectors from the pandemic, predicted slow growth rates
across key markets and other factors, will impact the
insurance and reinsurance industry.
While our business has not been directly impacted by the
proposed Trump administration tariffs on imported goods,
there may be a ripple effect on how these impact certain
industries where we provide insurance or reinsurance. It is
too early to determine the long-term effect, if any, of the
Trump administration tariff policy, but sustained escalation
of tariffs and trade disputes may result in a global economic
slowdown which impacts our clients. In addition, it is
anticipated that the Trump administration will promulgate a
number of executive orders or propose legislation that could
impact our industry. We cannot predict with certainty the
impact of these actions on our business and results of
operations.
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2024 FORM 10-K
Claims for natural and man-made catastrophic events could
cause large losses and substantial volatility in our results of
operations and could have a material adverse effect on our
financial position and results of operations.
We have large aggregate exposures to natural and man-made
catastrophic events. Natural catastrophes can be caused by
various events, including hurricanes, floods, wildfires,
tsunamis, windstorms, earthquakes, hailstorms, tornadoes,
explosions, severe winter weather, fires, droughts and other
natural disasters. The frequency and severity of natural
catastrophe activity has also been greater in recent years due
to climate change caused in part by human actions and other
related factors. Catastrophic events caused by humans may
include acts of war, acts of terrorism and political instability.
Catastrophes can cause losses in non-property business such
as workers’ compensation or general liability. 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 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. In estimating our losses from catastrophic events our
considerations can include factors such as overall market
losses, additional claims information from our clients,
multiple model views and proprietary scenario testing. 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.
The impact of climate change will affect our loss limitation
methods, such as the purchase of third party reinsurance and
catastrophe risk modeling and risk selection in ways which
may adversely impact our business, financial condition and
results of operations.
Changing weather patterns and climatic conditions, such as
global warming, have added to the unpredictability, severity
and frequency of natural disasters. Uncertainty about
complexities of climate change affects our ability to assess
with certainty the full impact of climate change and creates
uncertainty about future trends and exposures. 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, floods, wildfires and
droughts in recent years and may continue to increase in the
future.
Claims for catastrophic events, or an unusual frequency of
smaller losses in a particular period, could expose us to large
losses, cause substantial volatility in our results of operations
and could have a material adverse effect on our ability to
write new business if we are not able to adequately assess
and reserve for the increased frequency and severity of
catastrophes resulting from these environmental factors.
Climate change and increasing catastrophic events could
increase property damage to residential real estate secured by
mortgages owned by the GSEs, and by extension could
increase losses to CRT investors. 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. Additionally, climate
change may make modeled outcomes less certain or produce
new, non-modeled risks. 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. Climate
change-related risks may also specifically adversely impact
the value of the securities that we hold.
Changes in security asset prices may impact the value of our
fixed income, real estate and commercial mortgage
investments, resulting in realized or unrealized losses on our
invested assets. 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
transition that these companies make towards addressing
climate risk in their own businesses.
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2024 FORM 10-K
We attempt to manage our exposure to these risks relating to
climate change through the use of underwriting controls,
proprietary and third party risk models, and the purchase of
third party reinsurance. Underwriting controls can include
more restrictive underwriting criteria such as higher
premiums and deductibles, reduction in limits offered or
losses retained, and more specifically excluded policy risks.
Our exposure in connection with a catastrophic event is
determined by market capacity, pricing conditions, regulatory
capital requirements, our perceptions of underlying risk and
surplus preservation. There can be no assurance that our
reinsurance coverage and other measures taken will be
sufficient to mitigate losses resulting from one or more
catastrophic events. As a result, the occurrence of one or
more catastrophic events and the continuation and worsening
of recent trends could have an adverse effect on our results of
operations and financial condition.
Our insurance and reinsurance subsidiaries are subject to
supervision and regulation. Changes to existing regulation
and supervisory standards, or failure to comply with
applicable requirements, could adversely affect our business
and results of operation.
Our insurance and reinsurance subsidiaries conduct business
globally and are subject to varying degrees of regulation in
the various jurisdictions in which they conduct business,
including by state, federal and national insurance regulators.
In August 2024, we were added to the list of IAIGs,
subjecting our global operations to additional regulation and
scrutiny. The purpose of insurance laws and regulations
generally is to protect policyholders and ceding insurance
companies, not our shareholders. See “Regulation” in Item 1.
We may not be able to comply fully with, or obtain
appropriate exemptions from, these statutes and regulations,
which could result in restrictions on our ability to do business
or undertake activities that are regulated in one or more of the
jurisdictions in which we conduct business and could subject
us to fines and other sanctions. Regulatory authorities also
may seek to exercise their supervisory or enforcement
authority in new or more extensive ways, such as imposing
increased
capital
requirements.
It
is
possible
that
requirements or guidance under one jurisdiction, such as the
U.S., may be contradictory or divergent from requirements or
guidance in other jurisdictions where we operate such as the
EU. Examples may be climate change disclosures and goals
and diversity, equity and inclusion programs. Any of these
actions, if they occur, could affect the competitive market,
how we are regulated and the way we conduct our business
and manage our capital and could result in lower revenues
and higher costs. As a result, such actions could have a
material effect on our results of operations and financial
condition.
We are subject to ongoing legal and policy actions around
climate change which may result in additional requirements
which could prompt us to shift our risk selection and business
strategy in ways which may adversely impact our results of
operations.
Governments, regulators, legislators and influential non-
governmental organizations continue to focus on enacting
laws, regulations and other requirements relating to climate
change. Regulator and shareholder focus on “greenwashing”
also continues. We are subject to some of these changing
laws, regulations and public policy debates, which are
difficult to predict and quantify and may have an adverse
impact on our business. Legislative and regulatory initiatives
and court decisions following major catastrophes, could force
expansion of certain insurance coverages for catastrophe
claims or otherwise adversely impact our business.
Additionally, changes in regulations or policies relating to
climate change or our own leadership decisions implemented
as a result of assessing the impact of climate change on our
business may result in an increase in the cost of doing
business, or a decrease in premiums in certain lines of
business.
We are subject to CSRD and other EU and U.K. regulations
relating to climate disclosures and goals. These regulations
require extensive reporting on climate and other social factors
beyond
current
U.S.
requirements.
The
European
Commission recently proposed changes to sustainability
reporting requirements which may impact our reporting
obligations. We cannot predict how these proposals or other
changes in sustainability requirements in any of the
jurisdictions in which we operate will impact our operations,
customers and shareholders.
Our efforts to address these exposures are based in part on
the outcomes of our loss mitigation measures and risk
modeling, our financial results of operations and our
communications with our customers and shareholders. We
also continue to monitor changes across our industry and
geographies and the Board considers these exposures
regularly. We may make strategic business decisions to
address or respond to some of the legal and policy changes
relating to climate change, but there is no assurance that these
decisions will adequately address these exposures or that they
will not result in a material adverse effect on our results of
operations, financial condition or share price.
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2024 FORM 10-K
The imposition of sanctions by the U.S., U.K. and EU on
Russia and Russia-related businesses has impacted certain
sectors in which we write business.
The ongoing Russia-Ukraine hostilities have created a high
level of uncertainty as well as disruption in certain sectors of
the global economy. It is impossible to predict whether
Russia will expand hostilities to other countries in Europe or
elsewhere. A further prolonged war may also create
continued uncertainty in the global economy in the form of
oil shortages, inflationary pressures, loss of confidence and
general increase in risks worldwide. In response to this
aggression, the governments of the U.S., U.K., EU and other
countries implemented several sanctions programs relating
to, among other things, the import and transportation of
Russian oil and gas and other goods originating in Russia.
Sanctions imposed also target entities, individuals and
financial institutions which support Russia’s military and
defense systems. 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 the impact will
depend on the outcome of the war in Ukraine and the nature
of future sanctions packages or potential rescindment of some
or all of the Russia sanctions currently in place. It is possible
that the U.S. approach to Russian sanctions may diverge from
that of the U.K. and EU in the future, which may cause
uncertainty in certain lines of business such as marine and
energy.
Our customers and policyholders may also be impacted by
regulatory, technological, market or other risks relating to
climate change in ways which we cannot predict with
certainty and adversely impact our results of operations.
Our policyholders and customers are located primarily in
countries and regions, such as the U.S., U.K., EU and
Australia where there are regulatory, policy, legal and
technological changes resulting from actions relating to
climate change. 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.
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. As a 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.
We are subject to changes in governmental, investor and
societal responses to climate change and sustainability-
related issues, which may result in scrutiny of our business,
litigation or adverse impacts to our share price and our
results of operations.
Shareholders, investors and regulators have placed increased
attention on climate change and sustainability-related issues,
leading to evolving and sometimes conflicting expectations
and standards. We are committed to evaluating and, where
appropriate, incorporating sustainability practices in our
business. Our leadership and Board are actively engaged in
understanding prevailing views on these issues and assessing
our business operations to ensure that our business strategy
reflects our values. Changes to governmental, investor and
societal priorities on climate change and sustainability-related
practices could adversely impact our reputation, share price
and results of operation or result in litigation.
We could face unanticipated losses from increased
geopolitical tensions, hostilities, war, terrorism, cyber
attacks, and general political instability, and these or other
unanticipated losses could have a material adverse effect on
our financial condition and results of operations.
We have substantial exposure to unexpected, large losses
resulting from man-made catastrophic events, such as acts of
war, regional hostilities, acts of terrorism, political instability,
social unrest and pandemics similar to the COVID-19
pandemic. These risks are inherently unpredictable. It is
difficult to predict the timing of such events with statistical
certainty or estimate the amount of loss any given occurrence
will generate. In certain instances, we specifically insure and
reinsure risks resulting from acts of terrorism. We may also
insure against risk related to cybersecurity and cyber attacks.
In addition, our exposure to cyber attacks includes exposure
to ‘silent cyber’ risks, meaning risks and potential losses
associated with policies where cyber risk is not specifically
included nor excluded in the policies. Even in cases where
we attempt to exclude losses from terrorism, cybersecurity
and certain other similar risks from some coverages written
by us, we may not be successful in doing so. Moreover,
irrespective of the clarity and inclusiveness of policy
language, there can be no assurance that a court or arbitration
panel will not limit enforceability of policy language or
otherwise issue a ruling adverse to us. Accordingly, while we
believe our reinsurance programs, together with the coverage
provided under the Terrorism Risk Insurance Act of 2002, as
amended (“TRIP”) are sufficient to reasonably limit our net
losses relating to potential future terrorist attacks, we can
offer no assurance that our available capital will be adequate
to cover losses when they materialize. To the extent that an
act of terrorism is certified by the Secretary of the Treasury
and aggregate industry insured losses resulting from the act
of terrorism exceeds the prescribed program trigger, our U.S.
insurance operations may be covered under TRIP for up to
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80% subject to (i) a mandatory deductible of 20% of our
prior year’s direct earned premium for covered property and
liability coverages, and (ii) an industry aggregate retention of
$37.5 billion. The program trigger for calendar year 2024 and
any program year thereafter through 2027 is $200 million. If
an act (or acts) of terrorism result in covered losses exceeding
the $100 billion annual limit, insurers with losses exceeding
their deductibles will not be responsible for additional losses.
It is not possible to completely eliminate our exposure to
unforecasted or unpredictable events, and to the extent that
losses from such risks occur, our financial condition and
results of operations could be materially adversely affected.
Underwriting risks and reserving for losses are based on
probabilities and related modeling, which are subject to
inherent uncertainties.
Our success is dependent upon our ability to assess
accurately the risks associated with the businesses that we
insure and reinsure. We establish reserves for losses and loss
adjustment expenses which represent estimates based on
actuarial and statistical projections, at a given point in time,
of our expectations of the ultimate future settlement and
administration costs of losses incurred. We utilize actuarial
models as well as available historical insurance industry loss
ratio experience and loss development patterns to assist in the
establishment of loss reserves. Most or all of these factors are
not directly quantifiable, particularly on a prospective basis,
and the effects of these and unforeseen factors could
negatively impact our ability to accurately assess the risks of
the policies that we write. Changes in the assumptions used
by these models or by management could lead to an increase
in our estimate of ultimate losses in the future. In addition,
there may be significant reporting lags between the
occurrence of the insured event and the time it is reported to
the insurer and additional lags between the time of reporting
and final settlement of claims. In addition, the estimation of
loss reserves is more difficult during times of adverse
economic and market conditions due to unexpected changes
in behavior of claimants and policyholders, including an
increase in fraudulent reporting of exposures and/or losses,
reduced maintenance of insured properties or increased
frequency of small claims. Changes in the level of inflation
also result in an increased level of uncertainty in our
estimation of loss reserves. As a result, actual losses and loss
adjustment expenses paid can deviate, perhaps substantially,
from the reserve estimates reflected in our financial
statements.
If our loss reserves are determined to be inadequate, we will
be required to increase loss reserves at the time of such
determination with a corresponding reduction in our net
income in the period when the deficiency becomes known. It
is possible that claims in respect of events that have occurred
could exceed our claim reserves and have a material adverse
effect on our results of operations, in a particular period, or
our financial condition in general. As a compounding factor,
although most insurance contracts have policy limits, the
nature of property and casualty insurance and reinsurance is
such that losses and the associated expenses can exceed
policy limits for a variety of reasons and could significantly
exceed the premiums received on the underlying policies,
thereby further adversely affecting our financial condition.
As of December 31, 2024, our consolidated reserves for
unpaid losses and loss adjustment expenses, net of unpaid
losses and loss adjustment expenses recoverable, were
approximately $21.5 billion. Such reserves were established
in accordance with applicable insurance laws and GAAP.
Loss reserves are inherently subject to uncertainty. In
establishing the reserves for losses and loss adjustment
expenses, we have made various assumptions relating to the
pricing of our reinsurance contracts and insurance policies
and have also considered available historical industry
experience and current industry conditions. Any estimates
and assumptions made as part of the reserving process could
prove to be inaccurate due to several factors, including the
fact that for certain lines of business relatively limited
historical information has been reported to us through
December 31, 2024.
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.
We seek to limit our loss exposure by writing a number of
our reinsurance contracts on an excess of loss basis, adhering
to maximum limitations on reinsurance written in defined
geographical zones, limiting program size for each client and
prudent underwriting of each program written. In the case of
proportional treaties, we may seek per occurrence limitations
or loss ratio caps to limit the impact of losses from any one or
series of events. In our insurance operations, we seek to limit
our exposure through the purchase of reinsurance. For our
U.S. insurance business, in addition to utilizing reinsurance,
we have developed a proprietary risk model that simulates
the maximum probable loss resulting from a severe economic
event impacting the housing market. We also seek to limit
our loss exposure by geographic diversification, including by
pricing adjustments in our U.S. mortgage insurance business.
Geographic pricing decisions and zone limitations involve
significant
underwriting
judgments,
including
the
determination of the area of the zones and the inclusion of a
particular policy within a particular zone’s limits. Various
provisions of our policies, negotiated to limit our risk, such
as limitations or exclusions from coverage or choice of
forum, may not be enforceable in the manner we intend, as it
is possible that a court or regulatory authority could nullify or
void an exclusion or limitation, or legislation could be
enacted modifying or barring the use of these exclusions and
limitations. Disputes relating to coverage and choice of legal
forum may also arise. Underwriting is inherently a matter of
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judgment, involving important assumptions about matters
that are inherently unpredictable and beyond our control, and
for which historical experience and probability analysis may
not provide sufficient guidance. One or more catastrophic
events or severe economic events could result in claims that
substantially exceed our expectations, or the protections set
forth in our policies could be voided, which, in either case,
could have a material adverse effect on our financial
condition or our results of operations, possibly to the extent
of eliminating our shareholders’ equity. In addition, factors
such as global climate change limit the value of historical
experience and therefore further limit the effectiveness of our
loss limitation methods. See “Catastrophic Events and Severe
Economic Events” in Item 7 for further details. Depending on
business opportunities and the mix of business that may
comprise our insurance, reinsurance and mortgage insurance
portfolio, we may seek to adjust our self-imposed limitations
on probable maximum pre-tax loss for catastrophe exposed
business and mortgage default exposed business.
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 and
results of operations.
We manage risk using reinsurance, retrocessional coverage
and capital markets transactions. Our insurance subsidiaries
typically cede a portion of their premiums through pro rata,
excess of loss and facultative reinsurance agreements. Our
reinsurance subsidiaries purchase a limited amount of
retrocessional coverage as part of their aggregate risk
management
program.
In
addition,
our
reinsurance
subsidiaries participate in “common account” retrocessional
arrangements for certain pro rata treaties. Such arrangements
reduce the effect of individual or aggregate losses to all
companies participating on such treaties, including the
reinsurers, such as our reinsurance subsidiaries, and the
ceding company. Economic conditions, including but not
limited to recessionary conditions, inflation, declining home
prices or the impact of climate change could also have a
material impact on our ability to manage our risk
aggregations
through
reinsurance
or
capital
markets
transactions. 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. As a result of these factors, we may not be able
to successfully mitigate risk through reinsurance and
retrocessional arrangements.
Further, we are subject to credit risk with respect to our
reinsurance and retrocessions because the ceding of risk to
reinsurers and retrocessionaires does not relieve us of our
liability to the clients or companies we insure or reinsure. We
monitor the financial condition of our reinsurers and attempt
to place coverages only with carriers we view as substantial
and financially sound. An inability of our reinsurers or
retrocessionaires to meet their obligations to us could have a
material adverse effect on our financial condition and results
of operations. Our losses for a given event or occurrence may
increase if our reinsurers or retrocessionaires dispute or fail
to meet their obligations to us or the reinsurance or
retrocessional protections purchased by us are exhausted or
are otherwise unavailable for any reason. In certain instances,
we also require collateral to mitigate our credit risk to our
reinsurers or retrocessionaires. We are at risk that losses
could exceed the collateral we have obtained. Our failure to
establish adequate reinsurance or retrocessional arrangements
or the failure of our existing reinsurance or retrocessional
arrangements to protect us from overly concentrated risk
exposure could adversely affect our financial condition and
results of 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 certain lines of our insurance business, we authorize
managing general agents, general agents and other producers
to write business on our behalf within underwriting
authorities prescribed by us. In addition, our mortgage group
delegates the underwriting of a significant percentage of its
primary new insurance written to certain mortgage lenders.
Under this delegated underwriting program, the approved
customer may determine whether mortgage loans meet our
mortgage insurance program guidelines and commit us to
issue mortgage insurance. We rely on the underwriting
controls of these agents to write business within the
underwriting authorities provided by us. Although we have
contractual protections in some instances and we monitor
such business on an ongoing basis, our monitoring efforts
may not be adequate or our agents may exceed their
underwriting authorities or otherwise breach obligations
owed to us. In addition, our agents, our insureds or other
third parties may commit fraud or otherwise breach their
obligations to us. Our financial condition and results of
operations could be materially adversely affected by any one
of these issues.
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While we conduct underwriting, financial, claims and
information technology due diligence reviews and apply
rigorous standards in the selection of these counterparties,
there is no assurance they have provided us accurate or
complete information to assess their risk or that they can
manage effectively their own risks. The counterparties are
also subject to the same global increase in cyber incidents,
including ransomware, and we cannot offer assurances that
these
counterparties
have
sufficient
technical
and
organizational controls to mitigate these risks. Consequently,
we assume a degree of credit and operational risk of those
parties, and a material failure to manage their risks may result
in material losses or damage to us.
Emerging claim and coverage issues may adversely affect
our business.
As industry practices and legal, social and new coverage
issues change, unexpected and unintended issues related to
claims and coverage may emerge, including new or expanded
theories of liability. These or other changes could impose
new financial obligations on us by extending coverage
beyond our underwriting intent or otherwise require us to
make unplanned modifications to the products and services
that we provide, or cause the delay or cancellation of
products and services that we provide. In some instances,
these changes may not become apparent until sometime after
we have issued insurance or reinsurance contracts that are
affected by the changes. As a result, the full extent of liability
under our insurance or reinsurance contracts may not be
known for many years after a contract is issued. The effects
of unforeseen developments or substantial government
intervention could adversely impact us.
Acquisitions, the addition of new lines of insurance or
reinsurance business, expansion into new geographic regions
and/or entering into joint ventures or partnerships expose us
to risks.
We have acquired other companies and selected blocks of
business and also expanded our business lines and
geographies and/or entered into joint ventures or partnerships
as part of our strategy. The MCE Acquisition is an example
of such expansion. We may seek, from time to time, to
acquire other companies, acquire selected blocks of business,
expand our business lines, expand into new geographic
regions and/or enter into joint ventures or partnerships. Such
activities expose us to challenges and risks, including:
integrating financial and operational reporting systems;
establishing satisfactory budgetary and other financial
controls; funding increased capital needs, overhead expenses
or cash flow shortages that may occur if anticipated sales and
revenues are not realized or are delayed, whether by general
economic or market conditions or unforeseen internal
difficulties; obtaining management personnel required for
expanded
operations;
obtaining
necessary
regulatory
permissions; and establishing adequate reserves for any
acquired book of business. In addition, the value of assets
acquired may be lower than expected or may diminish due to
credit defaults or changes in interest rates; the liabilities
assumed may be greater than expected; and assets and
liabilities acquired may be subject to foreign currency
exchange rate fluctuation. We may also be subject to
financial exposures in the event that the sellers of the entities
or business we acquire are unable or unwilling to meet their
indemnification,
reinsurance
and
other
contractual
obligations to us. Our failure to manage successfully any of
the foregoing challenges and risks may adversely impact our
results of operations.
Our information technology systems and our pace of
adoption of new technologies, such as generative AI, may not
be adequate to meet the demands of our customers or impact
negatively our ability to compete with our peers.
We are dependent on our information technology systems to
conduct our business and drive strategic decisions based on
data analytics. Our information technology systems also
support areas of our business, such as mortgage servicing or
underwriting pricing portals where we connect with third-
party information technology systems. Accordingly, we are
highly dependent on the effective operation, availability and
integrity of these systems. While we believe that the systems
are adequate to service our business, there can be no
assurance that they will operate in all manners in which we
intend, possess all of the functionality required by customers
currently or in the future or continuously operate without
significant disruption.
Our customers and regulators require that our information
technology systems perform as intended, whether they are
hosted by us, managed by a third-party on our behalf or rely
on seamless electronic integrations with customer systems.
Regulators and customers regularly request information
about our cybersecurity program and disaster recovery plans.
We use AI in areas of our business and, to a much more
limited extent, carefully vetted generative AI capabilities. We
must continually invest significant resources in maintaining,
monitoring and enhancing our information technology
systems’ capabilities to meet customer needs and business
strategy. Our business, financial condition and operating
results may be adversely affected if we do not adequately
maintain our information technology systems, both internal
and third-party, and continuously test and upgrade them. We
continuously evaluate the adequacy of our information
technology systems in order to ensure that we are utilizing
the most appropriate technologies and innovating or adopting
new technologies to support our underwriting business. With
new technologies emerging at a rapid pace, there is no
assurance that we will be able to evaluate and integrate new
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technologies or update our existing systems to keep pace with
our competitors and customer needs.
Technology failures caused by intentional and unintentional
human and non-human actions may cause material
disruption in the availability of the information technology
systems we use in our business.
We rely on information technology systems to securely
process, transmit, store and protect the confidential and
electronic information, financial data and proprietary models
that are critical to our business. Furthermore, a significant
portion of the communications between our employees and
our business partners and service providers depends on
information technology and electronic information exchange.
Like all companies, our information technology systems and
the systems of third-parties that we do business with are
vulnerable to data breaches, interruptions or failures due to
events that may be beyond our control, including, but not
limited to, natural disasters, power outages, theft, terrorist
attacks, computer viruses, hackers, employee or vendor error
or misconduct, malicious actors, errors in usage or deepfake
or social engineering or schemes, phishing attacks, other
external hazards and general technology failures. In 2024,
our operations, like many others, were affected by a
significant incident relating to a third-party vendor’s faulty
software update. While the impact of this event was not
material to our business and operations, we are vulnerable to
such incidents that are beyond our control.
We rely on certain third-party technology service providers
and other service providers, notably major cloud providers,
Software-as-a-Service (or “SaaS”) solutions, and on-premise
software, including proprietary and open source solutions.
We also outsource certain business processes to third parties
and may continue do so in the future. This practice exposes
us to increased risks if those third-party systems are not
maintained and monitored in accordance with contractual
terms or due to human error. There is no assurance that we
will not be materially adversely affected by such incidents
impacting our critical and important functions. See Item 1C,
“Cybersecurity” for additional information.
We could be materially impacted by a cyber attack, data
breach, ransomware, phishing, social engineering or other
cybersecurity incident resulting in loss of business data,
personal data and other confidential or secret information, a
disruption in our business operations, regulatory or other
legal action, and fines.
Cybersecurity incidents and attacks resulting in unauthorized
access to our systems and those of third parties we use in our
business could have a material impact on our business
operations as a result of loss or misuse of our information,
including personal data and sensitive data, and disruption to
normal business operations. Specifically, these incidents, and
the disruptions resulting therefrom, may impact the
availability, reliability, speed, accuracy or other proper
functioning of these systems.
The sophistication of cybersecurity threats, AI-powered
cyber attacks such as deep fakes and brute force attacks,
continues to increase. We and/or our SaaS or other third-
party providers are exposed to these risks and other
cybersecurity risks which may arise in the future.
While we believe we have effective technical and
organizational measures in place to prevent, detect, manage
and mitigate the impact of data breaches and cybersecurity
incidents caused by malicious actors, systemic failures or
human error, we cannot offer complete assurances that
significant data breaches on our systems and those of third
parties we use will not occur.
We are subject to many laws and regulations relating to the
adequacy of cybersecurity programs and business resiliency,
including the SEC Cybersecurity Rules, and comprehensive
privacy, security and business resiliency laws in the EU such
as GDPR and DORA. Some U.S. industry regulators like the
NYDFS in New York also impose comprehensive
cybersecurity requirements on our U.S. operations. A
cybersecurity incident could result in a violation of these and
other applicable laws, resulting in damage to our reputation,
loss of customers, decline in our stock price, litigation,
remediation costs, increased insurance premiums, employee
dissatisfaction and/or monetary fines, penalties or litigation,
any of which could adversely affect our business.
Based on our investigations and incident management, the
Company does not believe these and other cybersecurity
incidents we have experienced to date have materially
affected the Company’s business operations, but we cannot
provide assurances that our controls will defend against all
cyber attacks. See Item 1C, “Cybersecurity” for additional
information.
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Changes in criteria used by rating agencies which may result
in a downgrade in our ratings, our inability to obtain a
rating 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.
Similar to our competitors, a ratings downgrade or the
potential for such a downgrade, or failure to obtain a
necessary rating, could adversely affect our relationships with
agents, brokers, wholesalers, intermediaries, clients and other
distributors of our existing and new products and services.
Some of the reinsurance agreements assumed by our
reinsurance operations include provisions that a ratings
downgrade or other specified triggering event with respect to
our reinsurance operations, such as a reduction in surplus by
specified amounts during specified periods, provide our
ceding company clients certain rights, including, the right to
terminate the subject reinsurance agreement and/or to require
us to post additional collateral. Any ratings downgrade or
failure to obtain a necessary rating could adversely affect our
ability to compete in our markets, could cause our premiums
and earnings to decrease and could have a material adverse
impact on our financial condition and results of operations. In
some cases, a downgrade in ratings of certain of our
operating subsidiaries may constitute an event of default
under our credit facilities.
We can offer no assurances that our ratings will remain at
their current levels or that any of our ratings which are under
review or watch by ratings agencies will remain unchanged.
Changes 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. It is possible
that rating agencies may modify their evaluation criteria,
heighten the level of scrutiny they apply when analyzing
companies in our industry, adjust upward the capital and
other requirements employed in their models and/or
discontinue credit and debt instruments or other structures
deployed for maintenance of certain rating levels. We may
need to raise additional funds through equity or debt
financings or other investments. Any equity or debt
financing, if available at all, may be on terms that are
unfavorable to us. Equity financings could be dilutive to our
existing shareholders and could result in the issuance of
securities that have rights, preferences and privileges that are
senior to those of our outstanding securities. If we are not
able to obtain adequate capital through such financings or
through our investment strategy, our business, results of
operations and financial condition could be adversely
affected. See “Capital Resources” in Item 7 for further
details.
For further information on our financial strength and/or
issuer ratings, see “Ratings” in Item 1. For further
information on our letter of credit facilities, see the Letter of
Credit
and
Revolving
Credit
Facilities
section
of
“Contractual Obligations and Commercial Commitments” in
Item 7.
Our ability to execute our business 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, and
resilient employees at all levels of our organization.
The success of our business depends on attracting and
retaining a capable and talented workforce. We provide a
work environment and culture which reflects our goal to
“Enable Possibility”. We offer flexible and hybrid work
arrangements, when possible, for our employees globally, as
well as competitive compensation packages which include
participation in our Employee Stock Purchase Plan and the
possibility of equity awards at certain job levels. Over the
past few years, we have also implemented and expanded our
learning programs, career leveling and employee networks,
all of which we believe will help us retain talent.
While our efforts to attract, develop and retain talented
employees continues to be a top priority, we may not be able
to compete successfully for talented executives and
employees, which may adversely impact our ability to fully
realize our business strategy.
Our success will depend on our ability to maintain and
enhance effective operating procedures and internal controls
and our ERM program.
We operate within an ERM framework designed to identify,
assess and monitor our risks. We consider underwriting,
reserving, investment, credit, group and operational risk in
our
ERM
framework.
Losses,
reputational
damage,
regulatory fines and litigation are among the adverse impacts
which can arise if we fail to operate an effective ERM
framework. Operational risk and losses can result from,
among other things, fraud, errors, failure to document
transactions
properly
or
to
obtain
proper
internal
authorization, failure to comply with regulatory requirements,
information technology or information security failures and
failure to train employees appropriately or adequately. We
continuously enhance our operating procedures and internal
controls to effectively support our business and our
regulatory and reporting requirements. As a result of the
inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the company have been
detected. These inherent limitations include the realities that
judgments in decision making can be faulty, and that
breakdowns can occur because of simple error or mistake or
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circumvention of controls. There can be no assurance that our
control system will succeed in achieving its stated goals
under all potential future conditions. Any ineffectiveness in
our controls or procedures could have a material adverse
effect on our business. For further information on our ERM
framework, see “Enterprise Risk Management” in Item 1.
We are exposed to credit risk in certain of our business
operations.
In addition to exposure to credit risk related to our
investment portfolio, reinsurance recoverables and reliance
on brokers and other agents, we are exposed to credit risk in
other areas of our business related to policyholders. We are
exposed to credit risk in our insurance group’s surety unit
where we guarantee to a third party that our policyholder will
satisfy certain performance or financial obligations. If our
policyholder defaults, we may suffer losses and be unable to
be reimbursed by our policyholder. We are also exposed to
credit risk from policyholders on smaller deductibles in other
insurance group lines, such as healthcare and excess and
surplus casualty. Although we have not experienced any
material credit losses to date, an increased inability of our
policyholders to meet their obligations to us could have a
material adverse effect on our financial condition and results
of operations. See note 3, “Significant Accounting Policies.”
Our business is subject to laws and regulations relating to
economic trade sanctions and foreign bribery laws, the
violation of which could adversely affect our operations.
We must comply with all applicable economic sanctions and
anti-bribery laws and regulations of the U.S. and other
foreign jurisdictions where we operate. U.S. laws and
regulations applicable to us and others who provide insurance
and reinsurance include the economic trade sanctions laws
and regulations administered by the Treasury’s Office of
Foreign Assets Control as well as certain laws administered
by the U.S. Department of State. New sanctions regimes may
be initiated, or existing sanctions expanded or lifted, at any
time, which can immediately impact our business activities.
Since the Russian invasion of Ukraine in February 2022,
there have been several sanctions packages imposed by the
U.S., U.K. and EU which impact our business. The sanctions
are complex, numerous and nuanced, requiring close review
and assessment as they pertain to our business. We are also
subject to the U.S. Foreign Corrupt Practices Act and other
anti-bribery laws such as the U.K. Bribery Act that generally
bar corrupt payments or unreasonable gifts to foreign
governments or officials. Although we have policies and
controls in place designed to ensure compliance with these
laws and regulations, it is possible that an employee or
intermediary could fail to comply with applicable laws and
regulations. In addition, we may interpret a complex sanction
in a way which may differ from a regulator. In these cases,
we could be exposed to fines, criminal penalties and other
sanctions. Such violations could limit our ability to conduct
business and/or damage our reputation, resulting in a material
adverse effect on our financial condition and results of
operations.
Risks Relating to Financial Markets and Investments
Adverse developments in the financial markets could have a
material adverse effect on our results of operations, financial
position and our businesses, and may also limit our access to
capital; our policyholders, reinsurers and retrocessionaires
may also be affected by such developments, which could
adversely affect their ability to meet their obligations to us.
Adverse developments in the financial markets, resulting
from inflation, global recessionary pressures, geopolitical
conflict, liquidity conditions among other factors, can
increase uncertainty and heighten volatility in the credit and
equity markets. These developments may result in realized
and unrealized losses on our investment portfolio that could
have a material adverse effect on our results of operations,
financial position and our businesses, and may also limit our
access to capital required to operate our business. In addition,
our policyholders, reinsurers and retrocessionaires may be
affected by developments in the financial markets, which
could adversely affect their ability to meet their obligations to
us. Volatility in the financial markets could significantly
affect
our
investment
returns,
reported
results
and
shareholders’ equity.
The capital requirements of our businesses depend on many
factors, including regulatory and rating agency requirements,
the performance of our investment portfolio, our ability to
write new business successfully, the frequency and severity
of catastrophe events and our ability to establish premium
rates and reserves at levels sufficient to cover losses.
Disruption to the financial markets and weak economic
conditions resulting from situations such as supply/demand
imbalances, inflation and political unrest may adversely and
materially impact our investments, financial condition and
results of operation.
Disruption in the financial markets and the downturn in
global economic activity resulting from geopolitical conflict
or economic decisions/trade wars, elevated financing rates,
property market declines or other macro-and micro-economic
conditions could adversely affect the valuation of securities
in our investment portfolio. Credit deterioration spread
widening and/or equity market volatility could result in
temporary or permanent impairment. Elevated levels of
inflation could drive higher U.S. and global interest rates,
negatively impacting asset prices, particularly in fixed
income and financial flexibility of operating businesses. In
addition, a lack of pricing transparency, decreased market
liquidity, the strengthening or weakening of foreign
currencies against the U.S. Dollar, individually or in tandem,
could have a material adverse effect on our results through
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2024 FORM 10-K
realized losses, impairments and changes in unrealized
positions in our investment portfolio. Furthermore, issuers of
the investments we hold under the equity method of
accounting report their financial information to us one month
to three months following the end of the reporting period.
Accordingly, the adverse impact of any disruptions in global
financial markets on equity method income from these
investments would likely not be reflected in our current
quarter results and would instead be reported in the
subsequent quarter.
Our operating results depend in part on the performance of
our investment portfolio. A significant portion of cash and
invested assets held by Arch consists of fixed maturities
(67.4% as of December 31, 2024). Although our current
investment guidelines and approach emphasize preservation
of capital, market liquidity and diversification of risk, our
investments are subject to market-wide risks and valuation
fluctuations. In addition, we are subject to risks inherent in
particular securities or types of securities, as well as sector
concentrations. We may not be able to realize our investment
objectives, which could have a material adverse effect on our
financial results. In the event that we are unsuccessful in
calibrating the liquidity of our investment portfolio with our
expected insurance and reinsurance liabilities, we may be
forced to liquidate our investments at times and prices that
are not optimal, which could have a material adverse effect
on our financial results and ability to conduct our business.
Foreign currency exchange rate fluctuation may adversely
affect our financial results.
We write business on a worldwide basis, and our results of
operations may be affected by fluctuations in the value of
currencies other than the U.S. Dollar. The primary foreign
currencies in which we operate are the Euro, the British
Pound Sterling, the Australian Dollar and the Canadian
Dollar. In order to minimize the possibility of losses we may
suffer as a result of our exposure to foreign currency
fluctuations in our net insurance liabilities, we invest in
securities denominated in currencies other than the U.S.
Dollar. In addition, we may replicate investment positions in
foreign currencies using derivative financial instruments.
Changes in the value of available-for-sale investments due to
foreign currency rate movements are reflected as a direct
increase or decrease to shareholders' equity and are not
included in the statement of income.
The determination of the amount of current expected CECL
allowances taken on our investments is highly subjective and
could materially impact our results of operations or financial
position.
On a quarterly basis, we review our investments by applying
an approach based on the CECL and whether declines in fair
value below the cost basis requires an estimate of the
expected credit loss. There can be no assurance that our
management has accurately assessed the level of the credit
loss allowance taken, as reflected in our financial statements.
Furthermore, additional allowance may need to be taken or
allowances provided for in the future. Further, rapidly
changing and unpredictable credit and equity market
conditions could materially affect the valuation of securities
carried at fair value as reported within our consolidated
financial statements and the period-to-period changes in
value could vary significantly.
Our reinsurance subsidiaries may be required to provide
collateral to ceding companies, by applicable regulators,
their contracts or other commercial considerations. Their
ability to conduct business could be significantly and
negatively affected if they are unable to do so.
Arch Re Bermuda is a registered Bermuda insurance
company and is not licensed or admitted as an insurer in any
jurisdiction in the U.S., although Arch Re Bermuda has been
approved as a “certified reinsurer” and a “reciprocal
reinsurer” in certain U.S. states that allow for the reduction or
elimination of statutory collateral for reinsurance ceded to
such reinsurers. Arch Re Bermuda's contracts generally
require it to post a letter of credit or provide other security,
even in U.S. states where it has been approved for reduced
collateral, upon the happening of certain events. State credit
for reinsurance rules also generally provide that reinsurers
such as Arch Re Bermuda must provide statutory collateral in
the event their certified or reciprocal status is “terminated” or
100% collateral upon the entry of an order of rehabilitation,
liquidation or conservation against a ceding insurer.
Although, to date, Arch Re Bermuda has not experienced any
difficulties in providing collateral when required, if we are
unable to post security in the form of letters of credit or trust
funds when required, the operations of Arch Re Bermuda
could be significantly and negatively affected.
Risks Relating to Our Mortgage Operations
The ultimate performance of our mortgage insurance
portfolios remains uncertain.
The mix of business in our insured loan portfolio may affect
losses. The presence of multiple higher-risk characteristics in
a loan materially increases the likelihood of a claim unless
there are other characteristics to mitigate the risk. The mix of
higher-risk loans, including affordable housing loans which
often have higher-risk characteristics, could increase losses
and harm our financial performance. The geographic mix of
our insured loan portfolio could also increase losses and harm
our financial performance.
Mortgage insurance premiums are set at the time coverage is
procured, based in part on the expected duration of the
coverage. We cannot cancel mortgage insurance coverage or
adjust renewal premiums during the life of the policy. Thus,
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2024 FORM 10-K
higher than anticipated claims generally cannot be offset by
premium increases on policies in force or mitigated by our
non-renewal or cancellation of insurance coverage. Further,
in the U.S., to the extent that the insured cancels coverage as
a result of prior home price appreciation, the duration of
coverage will be shorter, and we will receive less premium.
The premiums charged, and the associated investment
income, may not be adequate to compensate us for the risks
and costs associated with the insurance coverage provided to
customers. A decrease in the amount of premium received or
an increase in the number or size of claims, compared to what
we anticipate, could adversely affect our results of operations
and financial condition.
The frequency and severity of claims we incur is uncertain
and will depend largely on general economic factors outside
of our control, including, among others, changes in
unemployment and home prices affordability. Inflated home
prices followed by a decline in home values could
significantly decrease a borrower’s equity in their home,
which would limit their ability to sell the property without
incurring a loss and could increase the frequency and severity
of claims. Monthly interest rate changes in Australia or the
increasing cost of homeowners insurance in the U.S. could
make a borrower’s monthly housing-related payment
obligations increase and could increase the frequency of
claims. Deteriorating economic conditions, potentially due to
prolonged recessionary conditions increasing levels of
unemployment and inflation, could adversely affect the
performance of our mortgage insurance portfolio and could
adversely affect our results of operations and financial
condition.
If the volume of low down payment mortgage originations
declines, or if other government housing policies, practices
or regulations change, the amount of mortgage insurance we
write in the U.S. or Australia could decline, which would
reduce our mortgage insurance revenues.
The size of the U.S. and Australian mortgage insurance
market depends in large part upon the volume of low down
payment home mortgage originations. Factors affecting the
volume of low down payment mortgage originations include,
among others: restrictions on mortgage credit due to stringent
underwriting standards and liquidity issues affecting lenders;
changes in mortgage interest rates and home prices, and other
economic conditions in the U.S., Australian and regional
economies; population trends, including the rate of household
formation; and U.S. government housing policy, and
Australian government housing policy. Increases to mortgage
interest rates have materially increased financing costs, and
as a result may decrease the number of qualified borrowers
and the volume of low down payment mortgage originations.
The private mortgage insurers’ principal government
competitor is the Federal Housing Administration (“FHA”).
On February 22, 2023, the FHA reduced its annual mortgage
insurance premium rates by 30bps for most single family
mortgages endorsed on or after March 20, 2023. This takes
the annual premium from 0.85% down to 0.55% for most
FHA borrowers. This change, and any future changes to the
FHA program may, negatively impact the amount of
mortgage insurance we write in the U.S.
To reduce pressure on housing affordability in Australia, the
Australian Government introduced the First Home Guarantee
Scheme (“HGS”) in 2020, designed to support eligible first
home buyers by allowing them to purchase a home with a
deposit of as little as 5%. Under HGS, Housing Australia
provides a free guarantee to the lender of up to 15% of the
value of the property for first home buyers, negating the
requirement to pay for mortgage insurance. Since inception
through 2024, the HGS was substantially expanded,
negatively impacting the amount of mortgage insurance we
write in Australia.
The FHFA as conservator of the GSEs continues to evaluate
loan level price adjustments (“LLPAs”) and guarantees fees
assessed by the GSEs when purchasing loans. During 2022
and 2023, the FHFA implemented a series of changes to
update the GSEs’ single-family guarantee fee pricing
framework to increase support for creditworthy borrowers
limited by income or by wealth, while also increasing pricing
to other categories of loans (such as high balance mortgages
and mortgages on second homes) to foster capital
accumulation. Future pricing changes, which may include
increasing LLPAs and guarantee fees, limiting the purchase
of certain categories of loans, or restricting loan limits could
cause a decline in the volume of low-down payment home
mortgage purchases by the GSEs, could decrease demand for
mortgage insurance, and could decrease our U.S. new
insurance written and reduce mortgage insurance revenues.
Changes to the role of the GSEs in the U.S. housing market
or to GSE eligibility requirements for mortgage insurers or
to the GSEs’ use of CRT could negatively impact our results
of operations and financial condition or reduce our
operating flexibility.
Substantially all of Arch MI U.S.’s insurance written has
been for loans sold to the GSEs. The charters of the GSEs
require credit enhancement for low down payment mortgages
to be eligible for purchase or guarantee by the GSEs. Any
changes to the charters or statutory authorities of the GSEs
would require congressional action to implement. If the
charters of the GSEs were amended to change or eliminate
the acceptability of private mortgage insurance, our mortgage
insurance business could decline significantly.
On January 2, 2025, the U.S. Department of Treasury (the
“Treasury Department”) and FHFA announced an agreement
to amend the preferred stock purchase agreements between
ARCH CAPITAL
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2024 FORM 10-K
the Treasury Department and the GSEs, originally entered
into in September 2008, in order to, among other things,
codify the requirement that Treasury consent before the
conservatorships can be terminated, memorialize that ending
the conservatorship should be based on consideration of the
financial condition of the GSEs and the potential impact on
the housing market, and outline an agreed upon process for
eventual public input. If any GSE reform is adopted, whether
through legislation or administrative action, it could impact
the current role of private mortgage insurance as credit
enhancement, including its reduction or elimination. Passage
and timing of any comprehensive GSE reform or incremental
change (legislative or administrative) is uncertain, making the
actual impact on the mortgage insurance industry difficult to
predict. Furthermore, the FHFA and/or the GSEs could chose
to reduce the amount of CRT protection purchased on their
loan portfolios, which could reduce the CRT investment
opportunities available for reinsurers. Future legislative,
administrative or changes to business practices related to the
use or requirement for credit enhancement could have a
material adverse impact on the Company.
The PMIERs apply to AMIC and UGRIC, which are eligible
mortgage insurers. The PMIERs impose limitations on the
type of risk insured, the forms and insurance policies issued,
standards for the geographic and customer diversification of
risk, acceptable underwriting practices, quality assurance,
loss mitigation, claims handling, standards for certain
reinsurance cessions and financial requirements, among other
things. The financial requirements require a mortgage
insurer’s available assets to meet or exceed “minimum
required assets” as of each quarter end. In August 2024, the
GSEs updated PMIERs to incorporate new deductions to the
definition of available assets for investment risk. This update
will become effective March 31, 2025, but the impact will be
phased in through September 30, 2026. Arch MI U.S.’s
minimum required assets under the PMIERs will be
determined, in part, by the particular risk profiles of the loans
it insures. If, absent other changes, Arch MI U.S.’s mix of
business changes to include more loans with higher loan-to-
value ratios or lower credit scores, it will have a higher
minimum required asset amount under the PMIERs and,
accordingly, be required to hold more capital in order to
maintain GSE eligibility. Our eligible mortgage insurers each
satisfied the PMIERs’ financial requirements as of December
31, 2024. While we intend to continue to comply with these
requirements, there can be no assurance that the GSEs will
not change the PMIERs or that AMIC or UGRIC will
continue as eligible mortgage insurers. If either or both of the
GSEs were to cease to consider AMIC or UGRIC as eligible
mortgage insurers and, therefore, cease accepting our
mortgage insurance products, our results of operations and
financial condition would be adversely affected.
The implementation of the Basel III Capital Accord and
FHFA’s Enterprise Regulator Capital Framework may
adversely affect the use of mortgage insurance and CRT
opportunities.
With certain exceptions, the Basel III Rules became effective
on January 1, 2014. In December 2017, the Basel Committee
published final revisions to the Basel Capital Accord which is
informally denominated in the U.S. as “Basel III Endgame.”
The Basel Committee expects the new rules to be fully
implemented by January 2027.
On July 27, 2023, the Federal banking agencies released a
proposed rule to implement the Basel III Endgame in the
United States. The proposal would eliminate the capital relief
currently afforded mortgage loans protected by private
mortgage insurance. Instead, the capital treatment would be
based on the mortgage’s loan to value ratio without
consideration of mortgage insurance. The comment period
for this proposal closed on January 16, 2024. If the U.S.
regulators decide to adopt the proposed Basel III Endgame
approach to mortgage assets, the capital treatment of
mortgages held in portfolio will increase and the capital relief
benefits of mortgage insurance would be eliminated, which
could adversely affect the volume of mortgages originated by
banks subject to the rule and the demand for mortgage
insurance. With the change in the Presidential administration,
and based on feedback received in response to the proposed
rule, the Federal Banking agencies have indicated an intent to
repropose the Basel III Rules, though the timing,
requirements, and implementation of the reproposed rule
remain
uncertain.
In
January
2025,
the
European
Commission stated that it is considering what steps to take in
light of possible delay or changes to the Basel III
implementation in the United States, and the Bank of
England announced a one-year delay in implementation in
order to get clarity on what the United States plans to do.
On December 17, 2020, the FHFA published a new
Enterprise
Regulatory
Capital
Framework
(“ERCF”)
Enterprise Capital Rule for Fannie Mae and Freddie Mac that
significantly increases minimum capital requirements for
these GSEs. The new rule requires each GSE to maintain
both higher minimum capital ratios and capital “buffers” to
avoid restrictions on capital distributions and discretionary
bonus payments. Changes were made to the ERCF in 2022 to
incentive CRT transactions, and in 2023 to address capital
requirements for derivatives; market risk; multifamily loans;
and exposures of an Enterprise to the other Enterprise.
ARCH CAPITAL
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2024 FORM 10-K
The ERCF includes higher risk-capital charges for residential
mortgages and continues to take into account the benefits of
mortgage insurance, provided the mortgage insurer is
compliant with the PMIERs. The amount of capital relief
afforded for mortgage insurers depends on a number of
factors,
including
the
GSEs’
determination
of
the
creditworthiness of the mortgage insurer, which could affect
the competitive position of the individual mortgage insurance
providers. The higher risk-capital charges for residential
mortgages could be incorporated into the PMIERs standards,
thereby requiring mortgage insurers to hold higher capital
levels in order to be recognized as approved counterparties
for the GSEs. This could have a negative impact on our
return on equity.
Future changes to the ERCF, or the guarantee fees charged to
acquire loans, could adversely impact credit for credit risk
transfer, the capital relief afforded mortgage insurance or the
volume of loans purchased by the Enterprises and the
demand for mortgage insurance.
Risk Relating to Our Company and Our Shares
Some of the provisions of our bye-laws and our shareholders
agreement may have the effect of hindering, delaying or
preventing third party takeovers or changes in management
initiated by shareholders. These provisions may also prevent
our shareholders from receiving premium prices for their
shares in an unsolicited takeover.
Some provisions of our bye-laws could have the effect of
discouraging unsolicited takeover bids from third parties or
changes in management initiated by shareholders. These
provisions may encourage companies interested in acquiring
us to negotiate in advance with our Board, since the Board
has the authority to overrule the operation of several of the
limitations.
Among other things, our bye-laws provide: for a classified
Board, in which the directors of the class elected at each
annual general meeting holds office for a term of three years,
with the term of each class expiring at successive annual
general meetings of shareholders; that the number of
directors is determined by the Board from time to time by a
vote of the majority of the Board; that directors may only be
removed for cause, and cause removal shall be deemed to
exist only if the director whose removal is proposed has been
convicted of a felony or been found by a court to be liable for
gross negligence or misconduct in the performance of his or
her duties; that the Board has the right to fill vacancies,
including vacancies created by an expansion of the Board;
and for limitations on a shareholder’s right to raise proposals
or nominate directors at general meetings. Our bye-laws
provide that certain provisions that may have anti-takeover
effects may be repealed or altered only with prior Board
approval and upon the affirmative vote of holders of shares
representing at least 65% of the total voting power of our
shares entitled generally to vote at an election of directors.
The bye-laws also contain a provision limiting the rights of
any U.S. person (as defined in section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended (the “Code”))
that owns shares of Arch Capital, directly, indirectly or
constructively (within the meaning of section 958 of the
Code), representing more than 9.9% of the voting power of
all shares entitled to vote generally at an election of directors.
The votes conferred by such shares of such U.S. person will
be reduced by whatever amount is necessary so that after any
such reduction the votes conferred by the shares of such
person will constitute 9.9% of the total voting power of all
shares entitled to vote generally at an election of directors.
Notwithstanding this provision, the Board may make such
final adjustments to the aggregate number of votes conferred
by the shares of any U.S. person that the Board considers fair
and reasonable in all circumstances to ensure that such votes
represent 9.9% of the aggregate voting power of the votes
conferred by all shares of Arch Capital entitled to vote
generally at an election of directors. Arch Capital will assume
that all shareholders (other than specified persons) are U.S.
persons unless we receive assurance satisfactory to us that
they are not U.S. persons.
The bye-laws also provide that the affirmative vote of at least
66 2/3% of the outstanding voting power of our shares
(excluding shares owned by any person (and such person’s
affiliates and associates) that is the owner of 15% or more (a
“15% Holder”) of our outstanding voting shares) shall be
required for various corporate actions, including: merger or
consolidation of the company into a 15% Holder; sale of any
or all of our assets to a 15% Holder; the issuance of voting
securities to a 15% Holder; or amendment of these
provisions; provided, however, the super majority vote will
not apply to any transaction approved by the Board.
The provisions described above may have the effect of
making more difficult or discouraging unsolicited takeover
bids from third parties. To the extent that these effects occur,
shareholders could be deprived of opportunities to realize
takeover premiums for their shares and the market price of
their shares could be depressed. In addition, these provisions
could also result in the entrenchment of incumbent
management.
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2024 FORM 10-K
There are regulatory limitations on the ownership and
transfer of our common shares.
The jurisdictions where we operate have laws and regulations
that require regulatory approval of a change in control of an
insurer or an insurer's holding company. Where such laws
apply to us, there can be no effective change in our control
unless the person seeking to acquire control has filed a
statement with the regulators and obtained prior approval for
the proposed change. Certain regulators may at any time, by
written notice, object to a person holding shares in an insurer
or an insurer's holding company if it appears to the regulator
that the person is not or is no longer fit and proper to be such
a holder. The regulator may require the shareholder to reduce
its holding in the insurer or an insurer's holding company and
direct, among other things, that such shareholder’s voting
rights attaching to the shares in an insurer or an insurer's
holding company shall not be exercisable.
Arch Capital is a holding company and is dependent on
dividends and other distributions from its operating
subsidiaries.
Arch Capital is a holding company whose assets primarily
consist of the shares in our subsidiaries. Generally, Arch
Capital depends on its available cash resources, liquid
investments and dividends or other distributions from
subsidiaries to make payments, including the payment of debt
service obligations and operating expenses it may incur and
any payments of dividends, redemption amounts or
liquidation amounts with respect to our preferred shares and
common shares, and to fund the share repurchase program.
The ability of our regulated insurance and reinsurance
subsidiaries to pay dividends or make distributions is subject
to legislative constraints and dependent on their ability to
meet applicable regulatory standards. In addition, the ability
of our insurance and reinsurance subsidiaries to pay
dividends to Arch Capital and to intermediate parent
companies owned by Arch Capital could be constrained by
our
dependence
on
financial
strength
ratings
from
independent rating agencies. Our ratings from these agencies
depend to a large extent on the capitalization levels of our
insurance and reinsurance subsidiaries.
General market conditions and unpredictable factors could
adversely affect market prices for our outstanding preferred
shares.
There can be no assurance about the market prices for our
series of preferred shares that are traded publicly. Several
factors, many of which are beyond our control, will influence
the fair value of our preferred shares, including, but not
limited to:
•
whether dividends have been declared and are likely to
be declared on any series of our preferred shares from
time to time;
•
our creditworthiness, financial condition, performance
and prospects;
•
whether the ratings on any series of our preferred shares
provided by any ratings agency have changed;
•
the market for similar securities; and
•
economic, financial, geopolitical, social, regulatory or
judicial events that affect us and/or the insurance or
financial markets generally.
Dividends on our preferred shares are non-cumulative.
Dividends on our preferred shares are non-cumulative and
payable only out of lawfully available funds of Arch Capital
under Bermuda law. Consequently, if the Board (or a duly
authorized committee of the Board) does not authorize and
declare a dividend for any dividend period with respect to
any series of our preferred shares, holders of such preferred
shares would not be entitled to receive any such dividend,
and such unpaid dividend will not accrue and will never be
payable. Arch Capital will have no obligation to pay
dividends for a dividend period on or after the dividend
payment date for such period if the Board (or a duly
authorized committee of the Board) has not declared such
dividend before the related dividend payment date; if
dividends on our series F or series G preferred shares are
authorized and declared with respect to any subsequent
dividend period, Arch Capital will be free to pay dividends
on any other series of preferred shares and/or our common
shares. We paid a special cash dividend on our common
shares during fiscal year 2024, but there is no assurance that
any dividend will be declared and paid in the future.
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2024 FORM 10-K
Our preferred shares are equity and are subordinate to our
existing and future indebtedness.
Our preferred shares are equity interests and do not constitute
indebtedness. As such, these preferred shares will rank junior
to all of our indebtedness and other non-equity claims with
respect to assets available to satisfy our claims, including in
our liquidation. Our existing and future indebtedness may
restrict payments of dividends on our preferred shares.
Additionally, unlike indebtedness, where principal and
interest would customarily be payable on specified due dates,
in the case of preferred shares, (1) dividends are payable only
if declared by the Board (or a duly authorized committee of
the Board) and (2) as described under “Risks Relating to Our
Company—Arch Capital is a holding company and is
dependent on dividends and other distributions from its
operating subsidiaries,” we are subject to certain regulatory
and other constraints affecting our ability to pay dividends
and make other payments.
We may issue additional securities that rank equally with or
senior to our series F and series G preferred shares without
limitation. The issuance of securities ranking equally with or
senior to our preferred shares may reduce the amount
available for dividends and the amount recoverable by
holders of such series in the event of a liquidation,
dissolution or winding-up of Arch Capital.
The voting rights of holders of our preferred shares are
limited.
Holders of our preferred shares have no voting rights with
respect to matters that generally require the approval of
voting shareholders. The limited voting rights of holders of
our preferred shares include the right to vote as a class on
certain fundamental matters that affect the preference or
special rights of our preferred shares as set forth in the
certificate of designations relating to each series of preferred
shares. In addition, if dividends on our series F or series G
preferred shares have not been declared or paid for the
equivalent of six dividend payments, whether or not for
consecutive dividend periods, holders of the outstanding
series F or series G preferred shares will be entitled to vote
for the election of two additional directors to the Board
subject to the terms and to the limited extent as set forth in
the certificate of designations relating to such series of
preferred shares.
Risks Relating to Taxation
We expect to become subject to increased taxation in
Bermuda as a result of the recently adopted Bermuda CIT
Act, and may become subject to increased taxation in other
countries as a result of the implementation of the OECD's
plan on “Base Erosion and Profit Shifting.”
The OECD, with the support of the G20, initiated the “Base
Erosion and Profit Shifting” (“BEPS”) project in 2013 in
response to concerns that changes are needed to international
tax laws to address situations where multinationals may pay
little or no tax in certain jurisdictions by shifting profits away
from jurisdictions where the activities creating those profits
may take place. In November 2015, “final reports” were
approved for adoption by the G20 finance ministers. The
final reports provide the basis for international standards for
corporate taxation that are designed to prevent, among other
things, the artificial shifting of income to tax havens and low-
tax jurisdictions, the erosion of the tax base through interest
deductions on intercompany debt and the artificial avoidance
of permanent establishments (i.e., tax nexus with a
jurisdiction).
Legislation to adopt and implement these standards,
including country by country reporting, has been enacted or
is currently under consideration in a number of jurisdictions.
As a result, our income may be taxed in jurisdictions where it
is not currently taxed and at higher rates of tax than currently
taxed, which may substantially increase our effective tax rate.
Also, the continued adoption of these standards may increase
the complexity and costs associated with tax compliance and
adversely affect our financial position and results of
operations.
In May 2019, the OECD published a “Programme of Work,”
divided into two pillars, which is designed to address the tax
challenges created by an increasing digitalized economy.
Pillar I addresses the broader challenge of a digitalized
economy and focuses on the allocation of group profits
among taxing jurisdictions based on a market-based concept
rather than historical “permanent establishment” concepts. In
January 2020, the OECD released a statement excluding most
financial services activities, including insurance activities,
from the scope of the profit reallocation mechanism in Pillar I
(referred to under Pillar I as “Amount A”). The OECD
statement cited the presence of commercial (rather than
consumer) customers as grounds for the carve-out, but also
acknowledged that a “compelling case” could be made that
the consumer-facing business lines of insurance companies
should be excluded from the scope of Pillar I given the
impact of regulations and licensing requirements that
typically ensure that residual profits are largely realized in
local customer markets. However, profits from “unregulated
elements of the financial services sector” remain in scope but
only where revenue exceeds €20 billion. The revenue
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2024 FORM 10-K
threshold is expected to be reduced to €10 billion following
future review of the operation of Amount A. The review of
when to reduce the revenue threshold begins beginning seven
years after the effective date of Amount A.
Pillar II addresses the remaining BEPS risk of profit shifting
to certain in-scope entities in low tax jurisdictions by
introducing a global minimum tax (15%), which would
operate through the imposition of residence-based and
source-based taxation (including potentially through the
denial of certain deductions). In calculating whether the
effective tax rate of an in-scope entity meets the minimum
tax rate, certain deferred income tax assets and liabilities
(“Deferred Tax Items”) reflected or disclosed in the financial
accounts of an in-scope entity are taken into account. In
October 2021, 136 jurisdictions agreed on a two-pillar
solution to address the tax challenges arising from the
digitalization of the economy. In December 2021, the OECD
released Model Rules for implementation of Pillar II
followed by the release of detailed commentary in March
2022, with the latest update to the commentary in December
2023. The OECD has released additional administrative
guidance on the global minimum tax in February, July and
December of 2023, June of 2024 and January of 2025 (with
this latest administrative guidance introducing a new
interpretation (with retroactive effect) for determining the
treatment of Deferred Tax Items, which may affect the
effective tax rate calculations of an in-scope entity following
a grace period).
The members of the EU have either already adopted domestic
legislation implementing the minimum tax rules, pursuant to
the EU’s minimum tax directive, unanimously agreed by the
member states in 2022 or have exercised their option to
postpone implementation on the basis of certain exceptions
available to countries that have a small number of multi-
national groups to which the rules would apply. For many
members of the EU that have adopted such rules, such rules
are effective for periods beginning on or after December 31,
2023, with the “under-taxed profit rule” taking effect for
periods beginning on or after January 1, 2025. Legislatures in
multiple countries outside of the EU have also drafted and/or
enacted legislation to implement the OECD’s minimum tax
proposal. Given the OECD’s continued release of guidance
regarding Pillar II, that only certain jurisdictions have
currently enacted laws to give effect to Pillar II, that some
jurisdictions have just recently enacted such laws, that
jurisdictions may interpret such laws in different manners,
and that certain elements of such laws are currently subject to
challenge pursuant to legal proceedings, the overall
implementation of Pillar II remains uncertain and subject to
change, possibly on a retroactive basis.
On August 8, 2023, the Bermuda Ministry of Finance
published its first Public Consultation announcing the
proposed implementation of a new corporate income tax
regime applicable to Bermuda businesses that are part of
Multinational Enterprise Groups with annual revenue of €750
million or more. A Second Public Consultation was
published on October 5, 2023 confirming, inter alia, a
statutory corporate tax rate of 15% and a Third Public
Consultation was published on November 15, 2023. The
Bermuda CIT Act was enacted on December 27, 2023 and is
effective for tax years beginning on or after January 1, 2025.
The Bermuda Government announced in its Second Public
Consultation that any new Bermuda corporate income tax
regime would supersede existing Tax Assurance Certificates
held by entities within the scope of the new Bermuda
corporate income tax (such as those issued to us, referred to
above under “—Taxation of Arch Capital. Bermuda.”). Given
the potential for the new Bermuda corporate income tax to
supersede existing Tax Assurance Certificates, it is likely that
Arch will be subject to Bermuda tax for tax years beginning
on or after January 1, 2025.
It is expected that the Bermuda CIT generally will prevent or
mitigate the risk of other adopting countries from collecting
“top-up” taxes from Bermuda companies to reach the 15%
minimum rate, although the continued evolution of the
implementation of Pillar II may in some cases mean that the
Bermuda CIT does not avoid a “top-up” tax in all scenarios.
The adoption of the tax laws described above (in particular,
the adoption of an “under-taxed profit rule” by certain
countries in which we and our affiliates do business and the
expected implementation of a corporate income tax regime in
Bermuda) are expected to result in an increase to our
effective tax rate and aggregate tax liability, which may
adversely affect our financial position and results of
operations, and is expected to increase the complexity and
cost of our worldwide tax compliance. Although certain
jurisdictions in which we and our affiliates do business have
enacted an “under-taxed profit rule”, such rule is only
expected to take effect for taxable periods beginning on or
after December 31, 2024. Such tax laws may not be enacted
or the form of such tax laws could change on a prospective or
retroactive basis. The impact of any such changes is
unknown, but such changes could have an adverse effect on
our effective tax rate and aggregate tax liability and could
increase the complexity and costs associated with our tax
compliance worldwide.
ARCH CAPITAL
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2024 FORM 10-K
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
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” 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 and incidents. Our privacy and information security
policies and standards cover topics such as information
sharing, privacy, data handling and data management as well
as more detailed information technology (“IT”) processes
encompassing incident response, access control, disaster
recovery and testing, among other areas. These policies and
standards are regularly reviewed and updated at least
annually based on the risk and regulatory environment in
which we operate. We monitor closely privacy and
cybersecurity, AI and operational resilience laws, regulations
and guidance applicable to us. See Item 1, “Business—
Regulation—Cybersecurity and Privacy” for additional
details.
We use many third parties for IT functions and 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.
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. We
annually undergo an external penetration testing by a third-
party cybersecurity firm. These tests and our tabletop
exercises enable us to incorporate recommendations and
learnings in our program. 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—Risk Relating to Our
Industry, Business & Operations—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.”
ARCH CAPITAL
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2024 FORM 10-K
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 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 34 years of experience in Information Technology,
including 21 years in the financial services space. His
responsibilities as the CIO include all areas of Information
Technology and information security oversight. Our CISO,
has 19 years of experience in information security. The CISO
holds certifications from leading security associations. The
information security personnel reporting to the CISO hold
various leading security certifications. 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.
• The Crisis Incident Management Team (“CIMT”), which
includes senior executives across the Company, is alerted
as appropriate to cybersecurity incidents, natural disasters
and business outages. Each quarter, the CIMT exercises its
communication plan to confirm that its members can be
alerted quickly in the event of an actual crisis and meet as a
team to discuss the event and response options.
• The IT Steering Committee (“IT Committee”, which
includes our CIO, CISO, COO and members of executive
leadership, oversees IT initiatives while considering
cybersecurity risk mitigation with respect to these
initiatives.
The P&S Committee, ORC, CIMT and IT Committee are
comprised of executives with reporting lines to the CIO and/
or the COO. We also have an enterprise Artificial
Intelligence Governance and Oversight Committee focusing
on the use and management of AI in our operations.
At the employee level, we maintain an experienced IT
security team tasked with ongoing reviews of our technology
systems, implementation of our privacy and cybersecurity
program and support for the CIO and CISO in carrying out
their reporting, security and mitigation functions. We also
hold employee training on privacy and cybersecurity, records
and information management, conduct regular phishing tests
and generally seek to promote awareness of cybersecurity
risk through communication and education of our employee
population.
ITEM 2. PROPERTIES
We lease office space in Bermuda where our principal offices are located. Our insurance group leases space for offices in the
U.S., Canada, Bermuda, U.K., Europe and Australia. Our reinsurance group leases space for offices in the U.S., Bermuda, U.K.,
Europe, Canada and Dubai. Our mortgage group leases space for offices in the U.S., Bermuda, Hong Kong and Australia. We
believe that the above described office space is adequate for our needs. However, as we continue to develop our business, we
may open additional office locations in 2025.
ARCH CAPITAL
64
2024 FORM 10-K
ITEM 3. LEGAL PROCEEDINGS
We, in common with the insurance industry in general, are subject to litigation and arbitration in the normal course of our
business. As of December 31, 2024, 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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
HOLDERS
As of February 21, 2025, and based on information provided to us by our transfer agent and proxy solicitor, there were 1,210
holders of record of our common shares (Nasdaq: ACGL) and approximately 485,646 beneficial holders of our common shares.
ISSUER PURCHASES OF EQUITY SECURITIES
The following table summarizes our purchases of common shares for the 2024 fourth quarter:
Issuer Purchases of Common Shares
Period
Total Number of Shares
Purchased (1)
Average Price Paid per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximate Dollar
Value of Shares that May
Yet be Purchased Under
the Plan or Programs
($000’s) (2)
10/1/2024-10/31/2024
517
$
113.51
—
$
1,000,000
11/1/2024-11/30/2024
80
$
101.85
—
$
1,000,000
12/1/2024-12/31/2024
262,857
$
89.66
261,981
$
996,796
Total
263,454
$
89.71
261,981
$
996,796
(1) This column represents (in whole shares) open market share repurchases, including an aggregate of 517 shares, 80 shares and 876 shares
repurchased by Arch Capital during October, November and December, respectively, other than through publicly announced plans or
programs. We repurchased these shares 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 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) This column represents the remaining approximate dollar amount available at 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 20, 2024, and having no
expiration date. Repurchases may be effected from time to time in open market or privately negotiated transactions.
ARCH CAPITAL
65
2024 FORM 10-K
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on our common shares for each of the last five years
through December 31, 2024 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. The share price performance
presented below is not necessarily indicative of future results.
CUMULATIVE TOTAL SHAREHOLDER RETURN (1)(2)(3)
Arch Capital Group Ltd.
S&P 500 Index
S&P 500 Property & Casualty Insurance Index
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
$50.00
$100.00
$150.00
$200.00
$250.00
Base Period
Company Name/Index
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
l Arch Capital Group Ltd.
$100.00
$84.10
$103.64
$146.37
$173.16
$226.44
n S&P 500 Index
$100.00
$118.40
$152.39
$124.79
$157.59
$197.02
p S&P 500 Property & Casualty Insurance Index
$100.00
$106.96
$127.58
$151.65
$168.05
$227.67
(1)
Stock price appreciation plus dividends.
(2)
The above graph assumes that the value of the investment was $100 on December 31, 2019.
(3)
This graph is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing by us under the
Securities Act of 1933 or the Securities and Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
ITEM 6. [RESERVED]
ARCH CAPITAL
66
2024 FORM 10-K
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion and analysis of the financial condition and results of operations for the year ended December 31,
2024 and 2023. Comparisons between 2023 and 2022 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, 2023 filed with the SEC. This discussion and analysis contains
forward-looking statements which involve inherent risks and uncertainties. All statements other than statements of historical
fact are forward-looking statements. These statements are based on our current assessment of risks and uncertainties. Actual
results may differ materially from those expressed or implied in these statements and, therefore, undue reliance should not be
placed on them. 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
Statements,” and “Risk Factors.”
This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto
presented under Item 8. All amounts are in millions, except per share amounts, unless otherwise noted.
Page No.
Overview
68
Current Outlook
68
Financial Measures
69
Comments on Non-GAAP Measures
70
Results of Operations
72
Insurance Segment
72
Reinsurance Segment
74
Mortgage Segment
75
Corporate
76
Summary of Critical Accounting Estimates
78
Financial Condition
86
Liquidity
88
Capital Resources
90
Contractual Obligations and Commitments
93
Ratings
93
Catastrophic Events and Severe Economic Events
94
Market Sensitive Instruments and Risk Management
95
ARCH CAPITAL
67
2024 FORM 10-K
OVERVIEW
Arch Capital Group Ltd. (“Arch Capital” and, together with
its subsidiaries, “we” or “us”) is a publicly listed Bermuda
exempted company with approximately $23.5 billion in
capital at December 31, 2024 and is part of the S&P 500
index. Through operations in Bermuda, the United States,
United Kingdom, Europe, Canada and Australia, we write
specialty lines of property and casualty insurance and
reinsurance, as well as mortgage insurance and reinsurance,
on a worldwide basis. It is our belief that our underwriting
platform, experienced management team and strong capital
base enable us to establish a strong presence in the markets
where we operate.
The worldwide property casualty insurance and reinsurance
industry is highly competitive and has traditionally been
subject to an underwriting cycle. In that cycle, a “hard”
market is evidenced by high premium rates, restrictive
underwriting standards, narrow terms and conditions, and
strong underwriting profits for insurers. A “hard” market
typically attracts new capital and new entrants to the market
and is eventually followed by a “soft” market, which has
characteristics of low premium rates, relaxed underwriting
standards, broader terms and conditions, and lower
underwriting profits for insurers. Market conditions in the
property and casualty arena may affect, among other things,
the demand for our products, our ability to increase premium
rates, the terms and conditions of the insurance policies we
write, changes in the products offered by us or changes in our
business strategy.
The financial results of the property casualty insurance and
reinsurance industry are influenced by factors such as the
frequency and/or severity of claims and losses, including
natural disasters or other catastrophic events, variations in
interest rates and financial markets, changes in the legal,
regulatory and judicial environments, inflationary pressures
and general economic conditions. These factors influence,
among other things, the demand for insurance or reinsurance,
the supply of which is generally related to the total capital of
competitors in the market.
Mortgage insurance and reinsurance are subject to similar
cycles to property casualty except that they have historically
been more dependent on macroeconomic conditions.
CURRENT OUTLOOK
As we head into 2025, our objective to deliver long-term
value for our shareholders remains the same. We will
continue to execute on the key pillars of our strategy which
are: to build a diversified mix of businesses; actively manage
the underwriting cycle; remain prudent stewards of the
capital entrusted to us by our shareholders; and be dynamic
managers of a data-driven enterprise with a culture that
attracts best-in-class talent. Book value per share, a key
measure of value creation, ended 2024 at $53.11,
representing a 13.1% increase for the year and up 23.8% after
adjusting for the impact of the $5 per share special dividend
paid to common shareholders in December 2024. The
decision to pay a special dividend was the result of Arch's
strong financial performance and capital position and
represented an effective means of returning excess capital to
our shareholders.
Overall, we believe the property and casualty environment
remains favorable, despite increasing competition in many of
our lines of business. This makes underwriting and risk
mitigation
increasingly
important.
Our
underwriting
strategies empower our businesses to respond quickly to their
trading environment. This has been, and remains, a
competitive advantage as we have the agility and expertise to
reallocate capital to more profitable opportunities across our
diversified platform. We are selectively deploying capital to
the areas producing attractive risk-adjusted returns, such as
insurance and reinsurance liability lines, specialty business at
Lloyd's and property catastrophe reinsurance.
A high level of industry catastrophic losses throughout 2024,
combined with the California wildfires at the start of 2025,
should continue to support demand for property insurance
and reinsurance. Notwithstanding this increased loss activity,
we believe the property market remains attractive. On the
casualty side, we believe that rates are continuing to outpace
loss cost trends, and have selectively increased casualty
writings in both our insurance and reinsurance segments.
Our property and casualty underwriting teams continued to
benefit from attractive market conditions, delivering a
combined $1.6 billion of underwriting income and over $20
billion of gross premiums written in 2024, up nearly 19%
from 2023.
ARCH CAPITAL
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2024 FORM 10-K
Our reinsurance segment contributed $1.2 billion of
underwriting income in 2024, despite the impact of
catastrophic events. At the January 1, 2025 renewals, we
selectively increased our writings in property, liability and
specialty lines with a focus not only on price adequacy, but
also terms and conditions. Our underwriting culture dictates
that we include a meaningful margin of safety in our pricing,
especially given competitive market conditions, and take a
longer term view of inflation and rates. As underwriting
opportunities arise, our reinsurance segment reacts quickly
and significantly when markets pivot.
Our insurance segment also seized on strong growth
opportunities in 2024, while elevated catastrophe activity
such as Hurricanes Helene and Milton limited underwriting
income. For the full year, the insurance group contributed
$6.9 billion of net premium written, a 17% increase from
2023 and delivered $0.3 billion of underwriting income. On
August 1, 2024, we completed the acquisition of the U.S.
MidCorp and Entertainment insurance businesses from
Allianz (“MCE Acquisition”). As such, the insurance
segment’s 2024 results include five months of activity related
to the acquired business. This acquisition expands our
capabilities for insureds in the U.S. middle markets and
represents an important component of our insurance segment.
Excluding the MCE Acquisition, insurance growth was in the
mid-single digits and included attractive opportunities in
casualty, programs and in the London specialty market.
Looking ahead, we expect primary market conditions to
remain competitive given the attractive underlying margins,
which may result in a slowdown of new business
opportunities.
Our mortgage segment continued to deliver a steady level of
earnings for our shareholders, generating $1.1 billion of
underwriting income in 2024, resulting in the third
consecutive year of delivering over $1 billion of underwriting
income. While new originations remain tempered by
relatively
high
mortgage
interest
rates,
underlying
fundamentals remained strong and our U.S. market share was
stable as industry pricing discipline held. The persistency of
our in force U.S. primary mortgage insurance portfolio
remained a healthy 82.1% and the delinquency rate remained
low.
FINANCIAL MEASURES
Management uses the following three key financial indicators
in evaluating our performance and measuring the overall
growth in value generated for Arch Capital’s common
shareholders:
Book Value per Share
Book value per share represents total common shareholders’
equity available to Arch divided by the number of common
shares
and
common
share
equivalents
outstanding.
Management uses growth in book value per share as a key
measure of the value generated for our common shareholders
each period and believes that book value per share is the key
driver of Arch Capital’s share price over time. Book value
per share is impacted by, among other factors, our
underwriting results, investment returns and share repurchase
activity, which has an accretive or dilutive impact on book
value per share depending on the purchase price. Book value
per share was $53.11 at December 31, 2024, a 13.1%
increase from $46.94 at December 31, 2023, and an increase
of 23.8% when incorporating the impact of the $1.9 billion
special dividend paid to common shareholders in December
2024.
Operating Return on Average Common Equity
Operating return on average common equity (“Operating
ROAE”) represents annualized after-tax operating income
available to Arch common shareholders divided by average
common shareholders’ equity available to Arch during the
period. 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
(which includes realized and unrealized changes in the fair
value of equity securities and assets accounted for using the
fair value option, realized and unrealized gains or losses on
derivative instruments, changes in the allowance for credit
losses on financial assets and gains or losses realized from
the acquisition or disposition of subsidiaries), equity in net
income or loss of investments accounted for using the equity
method, net foreign exchange gains or losses, transaction
costs and other, loss on redemption of preferred shares and
income taxes. Management uses Operating ROAE as a key
measure of the return generated to Arch common
shareholders. See “Comment on Non-GAAP Financial
Measures.”
Our annualized net income return on average common equity
was 22.8% for 2024, compared to 29.7% for 2023. Our
Operating ROAE was 18.9% for 2024, compared to 21.6%
for 2023. Returns for 2024 reflected strong underwriting and
investment returns, albeit with an elevated level of
catastrophe activity.
ARCH CAPITAL
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2024 FORM 10-K
Total Return on Investments
Total return on investments includes investment income,
equity in net income or loss of investments accounted for
using the equity method, net realized gains or losses and the
change in unrealized gains or losses generated by Arch’s
investment portfolio. Total return is calculated on a pre-tax
basis before investment expenses and reflects the effect of
financial market conditions along with foreign currency
fluctuations. Management uses total return on investments as
a key measure of the return generated for Arch common
shareholders on the capital held in the business, and
compares the return generated by our investment portfolio
against benchmark returns. See “Comment on Non-GAAP
Financial Measures.”
The following table summarizes the pre-tax total return
(before investment expenses) of investments held by Arch
compared to the benchmark return (both based in U.S.
Dollars) against which we measured our portfolio during the
periods:
Arch
Portfolio (1)
Benchmark
Return
Year Ended December 31, 2024
5.08 %
5.22 %
Year Ended December 31, 2023
7.57 %
8.28 %
Total return for 2024 primarily reflected the effects of
sustained higher interest rates available in the market, along
with growth in invested assets due in part to strong operating
cash flows. We continue to maintain a relatively short
duration on our fixed income portfolio of 3.31 years at
December 31, 2024.
The benchmark return index is a customized combination of
indices intended to approximate a target portfolio by asset
mix and average credit quality with a fixed income
component matching the approximate estimated duration and
currency mix of our insurance and reinsurance liabilities. It is
recalibrated annually. Although the estimated fixed income
duration and average credit quality of this index will move as
the duration and rating of its constituent securities change,
generally we do not adjust the composition of the benchmark
return index during the year except to incorporate changes to
the mix of liability currencies and durations noted above. The
benchmark return index should not be interpreted as
expressing a preference for or aversion to any particular
sector or sector weight. At December 31, 2024, the fixed
income portion of the benchmark had an average credit
quality of “A1” by Moody’s and an estimated fixed income
duration of 3.18 years.
The benchmark return index included weightings to the
following indices:
%
ICE BofA 1-10 Year U.S. Corporate Index
27.70
Yield on 3-5 Year U.S. Treasury Index plus 6%
17.00
ICE BofA 1-10 Year U.S. Treasury Index
15.00
JPM CLOIE Investment Grade
6.00
ICE BofA U.S. High Yield Constrained Index
6.00
ICE BofA 1-5 Year U.K. Gilt Index
5.25
S&P 500 Total Return Index
4.75
ICE BofA U.S. ABS & CMBS Index
4.50
ICE BofA German Government 1-5 Year Index
3.25
ICE BofA German Government 5-7 Year Index
0.60
ICE BofA 0-3 Month U.S. Treasury Index
3.00
ICE BofA 1-5 Year Canada Government Index
2.55
ICE BofA 15+ Year Canada Government Index
0.30
ICE BofA 1-5 Year Australia Government Index
2.35
ICE BofA U.S. Mortgage Backed Securities Index
1.50
ICE BofA 1-5 Year Japan Government Index
0.25
Total
100.00 %
COMMENT ON NON-GAAP FINANCIAL MEASURES
Throughout this filing, we present our operations in the way
we believe will be the most meaningful and useful to
investors, analysts, rating agencies and others who use our
financial information in evaluating the performance of our
company. This presentation includes the use of after-tax
operating income available to Arch common shareholders,
which is defined as net income available to Arch common
shareholders, excluding net realized gains or losses (which
includes realized and unrealized changes in the fair value of
equity securities and assets accounted for using the fair value
option, realized and unrealized gains or losses on derivative
instruments, changes in the allowance for credit losses on
financial assets and gains or losses realized from the
acquisition or disposition of subsidiaries), equity in net
income or loss of investments accounted for using the equity
method, net foreign exchange 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. The presentation of after-tax
operating income available to Arch common shareholders
and annualized operating return on average common equity
are non-GAAP financial measures as defined in Regulation
G. The reconciliation of such measures to net income
available to Arch common shareholders and annualized net
income return on average common equity (the most directly
comparable GAAP financial measures) in accordance with
Regulation G is included under “Results of Operations”
below.
ARCH CAPITAL
70
2024 FORM 10-K
We believe that net realized gains or losses, equity in net
income or loss of investments accounted for using the equity
method, net foreign exchange gains or losses and transaction
costs and other in any particular period are not indicative of
the performance of, or trends in, our business. Although net
realized gains or losses, equity in net income or loss of
investments accounted for using the equity method and net
foreign exchange gains or losses are an integral part of our
operations, the decision to realize these items are independent
of the insurance underwriting process and result, in large
part, from general economic and financial market conditions.
Furthermore, certain users of our financial information
believe that, for many companies, the timing of the
realization of investment gains or losses is largely
opportunistic. In addition, changes in the allowance for credit
losses and net impairment losses recognized in earnings on
the Company’s investments represent other-than-temporary
declines in expected recovery values on securities without
actual realization. Furthermore, we exclude net realized gains
or losses from the acquisition or disposition of subsidiaries,
due to their non-recurring nature, such items are not
indicative of the performance of, or trends in, our business
performance.
The use of the equity method on certain of our investments in
certain funds that invest in fixed maturity securities is driven
by the ownership structure of such funds (either limited
partnerships or limited liability companies). In applying the
equity method, these investments are initially recorded at cost
and are subsequently adjusted based on our proportionate
share of the net income or loss of the funds (which include
changes in the market value of the underlying securities in
the funds). This method of accounting is different from the
way we account for our other investments and the timing of
the recognition of equity in net income or loss of investments
accounted for using the equity method may differ from gains
or losses in the future upon sale or maturity of such
investments.
Transaction costs and other include integration, advisory,
financing, legal, severance, incentive compensation and all
other transaction costs directly related to acquisitions. We
believe that transaction costs and other, due to their
nonrecurring nature, are not indicative of the performance of,
or trends in, our business performance.
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.
We believe that showing net income available to Arch
common shareholders exclusive of the items referred to
above reflects the underlying fundamentals of our business
since we evaluate the performance of and manage our
business to produce an underwriting profit. In addition to
presenting
net
income
available
to
Arch
common
shareholders, we believe that this presentation enables
investors and other users of our financial information to
analyze our performance in a manner similar to how
management analyzes performance. We also believe that this
measure follows industry practice and, therefore, allows the
users of financial information to compare our performance
with our industry peer group. We believe that the equity
analysts and certain rating agencies that follow us and the
insurance industry as a whole generally exclude these items
from their analyses for the same reasons.
Our segment information includes the presentation of
consolidated underwriting income or loss. Such measures
represent the pre-tax profitability of our underwriting
operations and include net premiums earned plus other
underwriting income, less losses and loss adjustment
expenses, acquisition expenses and other operating expenses.
Other operating expenses include those operating expenses
that are incremental and/or directly attributable to our
individual underwriting operations. Underwriting income or
loss does not incorporate certain income and expense items
which are included in corporate. While these measures are
presented in note 4, “Segment Information,” to our
consolidated financial statements in Item 8, they are
considered non-GAAP financial measures when presented
elsewhere on a consolidated basis. The reconciliations of
underwriting income or loss to income before income taxes
(the most directly comparable GAAP financial measure) on a
consolidated basis, in accordance with Regulation G, is
shown in note 4, “Segment Information,” to our consolidated
financial statements in Item 8.
We measure segment performance for our three underwriting
segments based on underwriting income or loss. We do not
manage our assets by underwriting segment, with the
exception of goodwill and intangible assets, and, accordingly,
investment income, income from operating affiliates and
other non-underwriting related items are not allocated to each
underwriting segment.
Our presentation of segment information includes the use of a
current year loss ratio which excludes favorable or adverse
development in prior year loss reserves. This ratio is a non-
GAAP financial measure as defined in Regulation G. The
reconciliation of such measure to the loss ratio (the most
directly comparable GAAP financial measure) in accordance
with Regulation G is shown on the individual segment pages.
Management utilizes the current year loss ratio in its analysis
of the underwriting performance of each of our underwriting
segments.
ARCH CAPITAL
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2024 FORM 10-K
Total return on investments includes investment income,
equity in net income or loss of investments accounted for
using the equity method, net realized gains or losses
(excluding changes in the allowance for credit losses on non-
investment related financial assets) and the change in
unrealized gains or losses generated by Arch’s investment
portfolio. Total return is calculated on a pre-tax basis and
before investment expenses, and reflects the effect of
financial market conditions along with foreign currency
fluctuations. In addition, total return incorporates the timing
of investment returns during the periods. There is no directly
comparable GAAP financial measure for total return.
Management uses total return on investments as a key
measure of the return generated to Arch common
shareholders on the capital held in the business, and
compares the return generated by our investment portfolio
against benchmark returns which we measured our portfolio
against during the periods.
RESULTS OF OPERATIONS
The following table summarizes our consolidated financial
data, including a reconciliation of net income available to
Arch common shareholders to after-tax operating income
available to Arch common shareholders. See “Comment on
Non-GAAP Financial Measures.”
Year Ended December 31,
2024
2023
Net income available to Arch common
shareholders
$
4,272
$
4,403
Net realized (gains) losses (1)
(197)
165
Equity in net (income) loss of investments
accounted for using the equity method
(580)
(278)
Net foreign exchange (gains) losses
(75)
62
Transaction costs and other
81
6
Income tax expense (benefit) (2)
41
(1,157)
After-tax operating income available to Arch
common shareholders
$
3,542
$
3,201
Beginning common shareholders’ equity
$
17,523
$
12,080
Ending common shareholders’ equity
19,990
17,523
Average common shareholders’ equity
$
18,757
$
14,802
Annualized net income return on average
common equity %
22.8
29.7
Annualized operating return on average
common equity %
18.9
21.6
(1) Net realized gains or losses include realized and unrealized changes in
the fair value of equity securities and assets accounted for using the fair value
option, realized and unrealized gains and losses on derivative instruments,
changes in the allowance for credit losses on financial assets and gains or losses
realized from the acquisition or disposition of subsidiaries.
(2) Income tax on net realized gains or losses, equity in net income or loss of
investments accounted for using the equity method, net foreign exchange gains or
losses and transaction costs and other reflects the relative mix reported by
jurisdiction and the varying tax rates in each jurisdiction. The 2023 results were
impacted by the establishment of a net deferred income tax asset of $1.18 billion,
or $3.10 per share, related to the enactment of Bermuda’s new corporate income
tax.
Segment Information
We classify our businesses into three underwriting segments
insurance, reinsurance and mortgage. Our insurance,
reinsurance and mortgage segments each have managers who
are responsible for the overall profitability of their respective
segments and who are directly accountable to our chief
operating decision makers, the Chief Executive Officer of
Arch Capital and the Chief Financial Officer and Treasurer of
Arch Capital. The chief operating decision makers do not
assess performance, measure return on equity or make
resource allocation decisions on a line of business basis.
Management measures segment performance for our three
underwriting segments based on underwriting income or loss.
We do not manage our assets by underwriting segment, with
the exception of goodwill and intangible assets and
accordingly, investment income is not allocated to each
underwriting segment.
We
determined
our
reportable
segments
using
the
management approach described in accounting guidance
regarding disclosures about segments of an enterprise and
related information. The accounting policies of the segments
are the same as those used for the preparation of our
consolidated financial statements. Intersegment business is
allocated to the segment accountable for the underwriting
results.
Insurance Segment
The following tables set forth our insurance segment’s
underwriting results:
Year Ended December 31,
2024
2023
% Change
Gross premiums written
$
9,053
$
7,911
14.4
Premiums ceded
(2,179)
(2,049)
Net premiums written
6,874
5,862
17.3
Change in unearned premiums
(247)
(416)
Net premiums earned
6,627
5,446
21.7
Losses and loss adjustment
expenses
(4,070)
(3,122)
Acquisition expenses
(1,217)
(1,055)
Other operating expenses
(995)
(819)
Underwriting income
$
345
$
450
(23.3)
Underwriting Ratios
% Point
Change
Loss ratio
61.4 %
57.3 %
4.1
Acquisition expense ratio
18.4 %
19.4 %
(1.0)
Other operating expense ratio
15.0 %
15.0 %
—
Combined ratio
94.8 %
91.7 %
3.1
The
insurance
segment
consists
of
our
insurance
underwriting units which offer specialty product lines on a
worldwide basis, as described in note 4, “Segment
Information,” to our consolidated financial statements in Item
8.
ARCH CAPITAL
72
2024 FORM 10-K
Net Premiums Written.
The following tables set forth our insurance segment’s net
premiums written by major line of business:
Year Ended December 31,
2024
2023
Amount
%
Amount
%
North America
Property and short-tail specialty
$ 1,220
17.7
$ 1,058
18.0
Other liability - occurrence
1,002
14.6
676
11.5
Other liability - claims made
858
12.5
851
14.5
Workers compensation
555
8.1
525
9.0
Commercial automobile
485
7.1
391
6.7
Commercial multi-peril
461
6.7
199
3.4
Other
288
4.2
295
5.0
Total North America
4,869
70.8
3,995
68.2
International
Property and short-tail specialty
$ 1,065
15.5
$ 1,042
17.8
Casualty and other
940
13.7
825
14.1
Total International
2,005
29.2
1,867
31.8
Total
$ 6,874
100.0
$ 5,862
100.0
Net premiums written by the insurance segment were 17.3%
higher in 2024 than in 2023 (7.0% excluding the MCE
Acquisition). Growth in net premiums written reflected the
impact of the MCE Acquisition along with an increases in
most lines of business due in part to new business
opportunities and rate changes.
Net Premiums Earned.
The following tables set forth our insurance segment’s net
premiums earned by major line of business:
Year Ended December 31,
2024
2023
Amount
%
Amount
%
North America
Property and short-tail specialty
$ 1,165
17.6
$
976
17.9
Other liability - occurrence
942
14.2
618
11.3
Other liability - claims made
843
12.7
866
15.9
Workers compensation
549
8.3
495
9.1
Commercial automobile
459
6.9
343
6.3
Commercial multi-peril
435
6.6
193
3.5
Other
309
4.7
290
5.3
Total North America
4,702
71.0
3,781
69.4
International
Property and short-tail specialty
$ 1,050
15.8
$
885
16.3
Casualty and other
875
13.2
780
14.3
Total International
1,925
29.0
1,665
30.6
Total
$ 6,627
100.0
$ 5,446
100.0
Net premiums written are primarily earned on a pro rata basis
over the terms of the policies for all products, usually 12
months. Net premiums earned by the insurance segment were
21.7% higher in 2024 than in 2023 (10.5% excluding the
MCE Acquisition), reflecting changes in net premiums
written over the previous five quarters.
Losses and Loss Adjustment Expenses.
The table below shows the components of the insurance
segment’s loss ratio:
Year Ended December 31,
2024
2023
Current year
61.9 %
58.1 %
Prior period reserve development
(0.5) %
(0.8) %
Loss ratio
61.4 %
57.3 %
Current Year Loss Ratio.
The insurance segment’s current year loss ratio was 3.8
points higher in 2024 than in 2023. The 2024 loss ratio
included 4.6 points of current year catastrophic event activity,
primarily related to Hurricanes Helene and Milton, compared
to 2.7 points in 2023. The current year loss ratio for 2024
also reflected the impact of rate increases and changes in mix
of business.
Prior Period Reserve Development.
The insurance segment’s net favorable development was $37
million, or 0.5 points, for 2024, compared to $42 million, or
0.8 points, for 2023. See note 5, “Reserve for Losses and
Loss Adjustment Expenses,” to our consolidated financial
statements in Item 8 for information about the insurance
segment’s prior year reserve development.
Underwriting Expenses.
The insurance segment’s underwriting expense ratio was
33.4% in 2024, compared to 34.4% in 2023. The impact of
the MCE Acquisition lowered the underwriting expense ratio
by approximately 1.6 points, primarily due to the effects of
the fair value estimation of the assets acquired at closing,
including the non-recognition of deferred acquisition costs.
The value of policies in force at closing are considered within
the value of business acquired which is amortized through
‘amortization of intangible assets.’ The underwriting expense
ratio also benefited from an initial lower level of operating
expenses in the acquired business.
ARCH CAPITAL
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2024 FORM 10-K
Reinsurance Segment
The following tables set forth our reinsurance segment’s
underwriting results:
Year Ended December 31,
2024
2023
% Change
Gross premiums written
$ 11,112
$
9,113
21.9
Premiums ceded
(3,366)
(2,559)
Net premiums written
7,746
6,554
18.2
Change in unearned premiums
(504)
(718)
Net premiums earned
7,242
5,836
24.1
Other underwriting income
(loss)
9
17
Losses and loss adjustment
expenses
(4,327)
(3,227)
Acquisition expenses
(1,432)
(1,240)
Other operating expenses
(270)
(288)
Underwriting income
$
1,222
$
1,098
11.3
Underwriting Ratios
% Point
Change
Loss ratio
59.7 %
55.3 %
4.4
Acquisition expense ratio
19.8 %
21.2 %
(1.4)
Other operating expense ratio
3.7 %
4.9 %
(1.2)
Combined ratio
83.2 %
81.4 %
1.8
The reinsurance segment consists of our reinsurance
underwriting units which offer specialty product lines on a
worldwide basis, as described in note 4, “Segment
Information,” to our consolidated financial statements in Item
8.
Net Premiums Written.
The following tables set forth our reinsurance segment’s net
premiums written by major line of business:
Year Ended December 31,
2024
2023
Amount
%
Amount
%
Other specialty
$
2,849
36.8
$
2,412
36.8
Property excluding
property catastrophe
2,264
29.2
1,910
29.1
Casualty
1,222
15.8
1,002
15.3
Property catastrophe
958
12.4
865
13.2
Marine and aviation
300
3.9
250
3.8
Other
153
2.0
115
1.8
Total
$
7,746
100.0
$
6,554
100.0
Net premiums written by the reinsurance segment were
18.2% higher in 2024 than in 2023. The growth in net
premiums written reflected increases in all lines of business,
primarily due to new business, rate increases and growth in
existing accounts.
Net Premiums Earned.
The following tables set forth our reinsurance segment’s net
premiums earned by major line of business:
Year Ended December 31,
2024
2023
Amount
%
Amount
%
Other specialty
$
2,619
36.2
$
2,097
35.9
Property excluding
property catastrophe
2,148
29.7
1,645
28.2
Casualty
1,088
15.0
1,005
17.2
Property catastrophe
959
13.2
742
12.7
Marine and aviation
276
3.8
229
3.9
Other
152
2.1
118
2.0
Total
$
7,242
100.0
$
5,836
100.0
Net premiums earned in 2024 were 24.1% higher than in
2023, reflecting changes in net premiums written over the
previous five quarters, including the mix and type of business
written.
Other Underwriting Income (Loss).
Other underwriting income in 2024 was $9 million,
compared to $17 million in 2023.
Losses and Loss Adjustment Expenses.
The table below shows the components of the reinsurance
segment’s loss ratio:
Year Ended December 31,
2024
2023
Current year
62.3 %
57.9 %
Prior period reserve development
(2.6) %
(2.6) %
Loss ratio
59.7 %
55.3 %
Current Year Loss Ratio.
The reinsurance segment’s current year loss ratio was 4.4
points higher in 2024 than in 2023. The 2024 loss ratio
included 11.8 points for current year catastrophic event
activity related to Hurricanes Milton and Helene, and a series
of other global events, compared to 6.8 points in 2023. The
current year loss ratio for 2024 also reflected the impact of
rate increases and changes in mix of business.
Prior Period Reserve Development.
The reinsurance segment’s net favorable development was
$188 million, or 2.6 points, for 2024, compared to $152
million, or 2.6 points, for 2023, See note 5, “Reserve for
Losses and Loss Adjustment Expenses,” to our consolidated
financial statements in Item 8 for information about the
reinsurance segment’s prior year reserve development.
ARCH CAPITAL
74
2024 FORM 10-K
Underwriting Expenses.
The underwriting expense ratio for the reinsurance segment
was 23.5% in 2024, compared to 26.1% in 2023, with the
decrease primarily due to growth in net premiums earned.
Mortgage Segment
The following tables set forth our mortgage segment’s
underwriting results.
Year Ended December 31,
2024
2023
% Change
Gross premiums written
$
1,351
$
1,387
(2.6)
Premiums ceded
(239)
(335)
Net premiums written
1,112
1,052
5.7
Change in unearned
premiums
119
106
Net premiums earned
1,231
1,158
6.3
Other underwriting income
17
14
Losses and loss adjustment
expenses
55
103
Acquisition expenses
(2)
(17)
Other operating expenses
(207)
(194)
Underwriting income
$
1,094
$
1,064
2.8
Underwriting Ratios
% Point
Change
Loss ratio
(4.4) %
(8.9) %
4.5
Acquisition expense ratio
0.2 %
1.4 %
(1.2)
Other operating expense ratio
16.8 %
16.8 %
—
Combined ratio
12.6 %
9.3 %
3.3
Net Premiums Written.
The following table sets forth our mortgage segment’s net
premiums written by underwriting unit:
Year Ended December 31,
2024
2023
U.S. primary mortgage insurance
$
820
$
737
U.S. credit risk transfer (CRT) and other
212
220
International mortgage insurance/reinsurance
80
95
Total
$
1,112
$
1,052
Net premiums written for 2024 were 5.7% higher than in
2023. The increase in net premiums written in 2024 primarily
reflected a lower level of premiums ceded to Bellemeade
entities.
The persistency rate of the U.S. primary portfolio of
mortgage loans was 82.1% at December 31, 2024 compared
to 83.6% at December 31, 2023. The persistency rate
represents the percentage of mortgage insurance in force at
the beginning of a 12-month period that remains in force at
the end of such period.
The following tables provide details on the new insurance
written (“NIW”) generated by U.S. primary mortgage
insurance operations. NIW represents the original principal
balance of all loans that received coverage during the period.
Year Ended December 31,
2024
2023
Amount
%
Amount
%
Total new insurance
written (NIW) (1)
$
48,479
$
43,531
Credit quality (FICO):
>=740
$
34,023
70.2
$
28,527
65.5
680-739
12,805
26.4
13,832
31.8
620-679
1,644
3.4
1,164
2.7
<620
7
0.0
8
0.0
Total
$
48,479
100.0
$
43,531
100.0
Loan-to-value (LTV):
95.01% and above
$
3,564
7.4
$
2,582
5.9
90.01% to 95.00%
24,837
51.2
24,299
55.8
85.01% to 90.00%
14,735
30.4
12,160
27.9
85.01% and below
5,343
11.0
4,490
10.3
Total
$
48,479
100.0
$
43,531
100.0
Monthly vs. single:
Monthly
$
45,589
94.0
$
41,515
95.4
Single
2,890
6.0
2,016
4.6
Total
$
48,479
100.0
$
43,531
100.0
Purchase vs. refinance:
Purchase
$
46,952
96.9
$
42,822
98.4
Refinance
1,527
3.1
709
1.6
Total
$
48,479
100.0
$
43,531
100.0
(1)
Represents the original principal balance of all loans that received
coverage during the period.
Net Premiums Earned.
The following table sets forth our mortgage segment’s net
premiums earned by underwriting unit:
Year Ended December 31,
2024
2023
U.S. primary mortgage insurance
$
845
$
759
U.S. credit risk transfer (CRT) and other
213
220
International mortgage insurance/reinsurance
173
179
Total
$
1,231
$
1,158
Net premiums earned for 2024 were 6.3% higher than in
2023, reflecting changes in net premiums written over the
previous five quarters.
ARCH CAPITAL
75
2024 FORM 10-K
Other Underwriting Income.
Other underwriting income, which is primarily related to
GSE risk-sharing transactions services and our whole
mortgage loan purchase and sell program, was $17 million
for 2024, compared to $14 million for 2023.
Losses and Loss Adjustment Expenses.
The table below shows the components of the mortgage
segment’s loss ratio:
Year Ended December 31,
2024
2023
Current year
18.6 %
20.8 %
Prior period reserve development
(23.0) %
(29.7) %
Loss ratio
(4.4) %
(8.9) %
Unlike property and casualty business for which we estimate
ultimate losses on premiums earned, losses on U.S. primary
mortgage insurance business are only recorded at the time a
borrower is delinquent on their mortgage, in accordance with
primary mortgage insurance industry practice. Because our
primary mortgage insurance reserving process does not take
into account the impact of future losses from loans that are
not delinquent, mortgage insurance loss reserves are not an
estimate of ultimate losses. In addition to establishing loss
reserves for delinquent loans, under GAAP, we are required
to establish a premium deficiency reserve for our mortgage
insurance products if the amount of expected future losses
and maintenance costs exceeds expected future premiums,
existing reserves and the anticipated investment income for
such product. We assess the need for a premium deficiency
reserve on a quarterly basis and perform a full analysis
annually. No such reserve was established during 2024 or
2023.
Current Year Loss Ratio.
The mortgage segment’s current year loss ratio was 2.2
points lower in 2024 compared to 2023. The lower current
year loss ratio for 2024 reflected a lower average case reserve
per default. The percentage of loans in default on U.S.
primary mortgage insurance increased from 1.74% at
December 31, 2023 to 2.09% at December 31, 2024.
We insure mortgages for homes in areas that have been
impacted by catastrophic events. Generally, mortgage
insurance losses occur only when a credit event occurs and,
following a physical damage event, when the home is
restored to pre-storm condition. Our ultimate claims exposure
will depend on the number of delinquency notices received
and the ultimate claim rate related to such notices. In the
event of natural disasters, cure rates are influenced by the
adequacy of homeowners and flood insurance carried on a
related property, and a borrower's access to aid from
government entities and private organizations, in addition to
other factors which generally impact cure rates in unaffected
areas.
Prior Period Reserve Development.
The mortgage segment’s net favorable development was
$282 million, or 23.0 points, for 2024, compared to $344
million, or 29.7 points, for 2023. See note 5, “Reserve for
Losses and Loss Adjustment Expenses,” to our consolidated
financial statements in Item 8 for information about the
mortgage segment’s prior year reserve development.
Underwriting Expenses.
The underwriting expense ratio for the mortgage segment
was 17.0% for 2024, compared to 18.2% for 2023. The
decrease was primarily due to a lower level of profit
commissions on U.S. primary business, along with a higher
level of net premiums earned.
Corporate
The corporate results include net investment income, net
realized gains or losses, equity in net income or loss of
investments accounted for using the equity method, other
income (loss), corporate expenses, transaction costs and
other, amortization of intangible assets, interest expense, net
foreign exchange gains or losses, income taxes items (which
for 2023 reflects the establishment of a net deferred income
tax asset related to the enactment of Bermuda’s new
corporate income tax), income from operating affiliates and
items related to our non-cumulative preferred shares.
Net Investment Income.
The components of net investment income were derived from
the following sources:
Year Ended December 31,
2024
2023
Fixed maturities
$
1,266
$
917
Short-term investments
144
68
Equity securities
40
22
Other (1)
136
93
Gross investment income
1,586
1,100
Investment expenses (2)
(91)
(77)
Net investment income
$
1,495
$
1,023
(1)
Includes interest income on operating cash, distributions from
investment funds and other items.
(2)
Investment expenses were approximately 0.26% of average invested
assets for 2024, consistent with 0.26% for 2023.
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The pre-tax investment income yield was 4.25% for 2024,
compared to 3.53% for 2023. The growth in net investment
income for 2024 compared to 2023 primarily reflected higher
yields available in the financial markets. The pre-tax
investment income yields were calculated based on amortized
cost. Net cash flow from operating activities contributed $6.7
billion in 2024, which increased our invested asset base and
contributed to the growth in net investment income. Net
investment income in 2024 was partially impacted by a $1.9
billion special dividend paid to common shareholders in
December which required us to sell certain investments.
Yields on future investment income may vary based on
financial market conditions, investment allocation decisions
and other factors.
Net Realized Gains or Losses.
We recorded net realized gains of $197 million for 2024,
compared to net realized losses of $165 million for 2023.
Currently, our portfolio is actively managed to maximize
total return within certain guidelines. The effect of financial
market movements on the investment portfolio will directly
impact net realized gains or losses as the portfolio is
rebalanced. Net realized gains or losses from the sale of fixed
maturities primarily results from our decisions to reduce
credit exposure, to change duration targets, to rebalance our
portfolios or due to relative value determinations.
Net realized gains or losses also include realized and
unrealized contract gains and losses on our derivative
instruments, changes in the fair value of assets accounted for
using the fair value option and in the fair value of equities,
along with changes in the allowance for credit losses on
financial assets, net impairment losses recognized in earnings
and gains or losses realized from the acquisition or
disposition of subsidiaries. See note 9, “Investment
Information—Net Realized Gains (Losses),” and note 9,
“Investment Information—Allowance for Expected Credit
Losses,” to our consolidated financial statements for
additional information.
Equity in Net Income (Loss) of Investments Accounted for
Using the Equity Method.
We recorded $580 million of equity in net income related to
investments accounted for using the equity method for 2024,
compared to $278 million for 2023. Investments accounted
for using the equity method totaled $6.0 billion at
December
31,
2024,
compared
to $4.6
billion
at
December 31, 2023. See note 9, “Investment Information—
Equity in Net Income (Loss) of Investments Accounted For
Using the Equity Method,” to our consolidated financial
statements in Item 8 for additional information.
Other Income or Losses
Other income for 2024 was $42 million, compared to $27
million for 2023. Amounts in both periods primarily reflect
changes in the cash surrender value of our investment in
corporate-owned life insurance.
Corporate Expenses.
Corporate expenses were $119 million for 2024, compared to
$96 million for 2023. Such amounts primarily represent
certain holding company costs necessary to support our
worldwide operations and costs associated with operating as
a publicly traded company.
Transaction Costs and Other.
Transaction costs and other were $81 million for 2024,
compared to $6 million for 2023. The 2024 period primarily
includes direct costs related to the MCE Acquisition and
ongoing integration efforts.
Amortization of Intangible Assets.
Amortization of intangible assets for 2024 was $235 million,
compared to $95 million for 2023. Amounts in 2024 and
2023 primarily related to amortization of finite-lived
intangible assets with the increase in 2024 primarily related
to the MCE Acquisition. See note 2, “Acquisition.”
Interest Expense.
Interest expense was $141 million for 2024, compared to
$133 million for 2023. Interest expense primarily reflects
amounts related to our outstanding senior notes.
Net Foreign Exchange Gains or Losses.
Net foreign exchange gains for 2024 were $75 million,
compared to net foreign exchange losses for 2023 of $60
million. Amounts in such periods were primarily unrealized
and resulted from the effects of revaluing our net insurance
liabilities required to be settled in foreign currencies at each
balance sheet date.
Income Tax Expense.
Our income tax provision on income before income taxes
resulted in an expense of 7.7% for 2024, compared to a
benefit of 24.5% for 2023. The 2023 provision reflected the
establishment of a net deferred income tax asset of $1.18
billion related to the enactment of Bermuda’s new corporate
income tax. Our effective tax rate fluctuates from year to year
consistent with the relative mix of income or loss reported by
jurisdiction and the varying tax rates in each jurisdiction.
See note 15, “Income Taxes,” to our consolidated financial
statements in Item 8 for a reconciliation of the difference
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between the provision for income taxes and the expected tax
provision at the weighted average statutory tax rate for 2024
and 2023.
Income (Loss) from Operating Affiliates.
We recorded $200 million of net income from our operating
affiliates in 2024, compared to $184 million in 2023.
Amounts in both periods primarily reflected amounts related
to our investments in Somers Group Holdings Ltd. and
Coface SA. See note 9, “Investment Information—
Investments in Operating Affiliates,” to our consolidated
financial statements for additional information.
SUMMARY OF CRITICAL ACCOUNTING
ESTIMATES
The preparation of consolidated financial statements in
accordance with GAAP requires us to make many estimates
and judgments that affect the reported amounts of assets,
liabilities (including reserves), revenues and expenses, and
related disclosures of contingent liabilities. On an ongoing
basis, we evaluate our estimates, including those related to
revenue
recognition,
insurance
and
other
reserves,
reinsurance recoverables, allowance for current expected
credit losses, investment valuations, goodwill and intangible
assets, bad debts, income taxes, contingencies and litigation.
We base our estimates on historical experience, where
possible, and on various other assumptions that we believe to
be reasonable under the circumstances, which form the basis
for our judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results will differ from these estimates and such
differences may be material. We believe that the following
critical accounting policies affect significant estimates used
in the preparation of our consolidated financial statements.
Loss Reserves
We are required by applicable insurance laws and regulations
and GAAP to establish reserves for losses and loss
adjustment expenses, or “Loss Reserves”, that arise from the
business we underwrite. Loss Reserves for our insurance,
reinsurance and mortgage operations are balance sheet
liabilities representing estimates of future amounts required
to pay losses and loss adjustment expenses for insured or
reinsured events which have occurred at or before the balance
sheet date. Loss Reserves do not reflect contingency reserve
allowances to account for future loss occurrences. Losses
arising from future events will be estimated and recognized at
the time the losses are incurred and could be substantial. See
note 6, “Short Duration Contracts,” to our consolidated
financial statements in Item 8 for additional information on
our reserving process.
At December 31, 2024 and 2023, our Loss Reserves, net of
unpaid losses and loss adjustment expenses recoverable, by
type and by operating segment were as follows:
December 31,
2024
2023
Insurance segment:
Case reserves
$
3,730
$
2,730
IBNR reserves
8,238
5,626
Total net reserves
11,968
8,356
Reinsurance segment:
Case reserves
2,721
2,447
Additional case reserves
806
484
IBNR reserves
5,580
4,260
Total net reserves
9,107
7,191
Mortgage segment:
Case reserves
331
323
IBNR reserves
142
192
Total net reserves
473
515
Total:
Case reserves
6,782
5,500
Additional case reserves
806
484
IBNR reserves
13,960
10,078
Total net reserves
$
21,548
$
16,062
At December 31, 2024 and 2023, the insurance segment’s
Loss Reserves by major line of business, net of unpaid losses
and loss adjustment expenses recoverable, were as follows:
December 31,
2024
2023
Multi-line and other specialty
$
4,105
$
1,350
Third party occurrence business
4,104
3,719
Third party claims-made business
2,630
2,451
Property, energy, marine and aviation
1,129
836
Total net reserves
$
11,968
$
8,356
At December 31, 2024 and 2023, the reinsurance segment’s
Loss Reserves by major line of business, net of unpaid losses
and loss adjustment expenses recoverable, were as follows:
December 31,
2024
2023
Casualty
$
3,089
$
2,725
Other specialty
2,791
2,125
Property excluding property catastrophe
1,778
1,243
Property catastrophe
845
585
Marine and aviation
461
359
Other
143
154
Total net reserves
$
9,107
$
7,191
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2024 FORM 10-K
At December 31, 2024 and 2023, the mortgage segment’s
Loss Reserves by major line of business, net of unpaid losses
and loss adjustment expenses recoverable, were as follows:
December 31,
2024
2023
U.S. primary mortgage insurance (1)
$
333
$
324
U.S. credit risk transfer (CRT) and other
85
100
International mortgage insurance/
reinsurance
55
91
Total net reserves
$
473
$
515
(1)
At December 31, 2024, 35.0% of total net reserves represent policy
years 2014 and prior and the remainder from later policy years. At
December 31, 2023, 31.0% of total net reserves represent policy years
2014 and prior and the remainder from later policy years.
Potential Variability in Loss Reserves
The following tables summarize the effect of reasonably
likely scenarios on the key actuarial assumptions used to
estimate our Loss Reserves, net of unpaid losses and loss
adjustment expenses recoverable, at December 31, 2024 by
underwriting segment and reserving lines. See note 6, “Short
Duration Contracts,” to our consolidated financial statements
in Item 8 for a description of the lines of business included in
each reserving line.
The scenarios shown in the tables summarize the effect of (i)
changes to the expected loss ratio selections used at
December 31, 2024, which represent loss ratio point
increases or decreases to the expected loss ratios used, and
(ii) changes to the loss development patterns used in our
reserving process at December 31, 2024, which represent
claims reporting that is either slower or faster than the
reporting patterns used. We believe that the illustrated
sensitivities are indicative of the potential variability inherent
in the estimation process of those parameters. The results
show the impact of varying each key actuarial assumption
using the chosen sensitivity on our Loss Reserves, on a net
basis and across all accident years.
INSURANCE SEGMENT
Higher
Expected Loss
Ratios
Slower Loss
Development
Patterns
Reserving lines selected assumptions:
Property, energy, marine and aviation
5 points
3 months
Third party occurrence business
10
6
Third party claims-made business
10
6
Multi-line and other specialty
10
6
Increase (decrease) in Loss Reserves:
Property, energy, marine and aviation
$
68
$
110
Third party occurrence business
307
125
Third party claims-made business
488
278
Multi-line and other specialty
804
302
INSURANCE SEGMENT
Lower
Expected Loss
Ratios
Faster Loss
Development
Patterns
Reserving lines selected assumptions:
Property, energy, marine and aviation
(5) points
(3) months
Third party occurrence business
(10)
(6)
Third party claims-made business
(10)
(6)
Multi-line and other specialty
(10)
(6)
Increase (decrease) in Loss Reserves:
Property, energy, marine and aviation
$
(67) $
(94)
Third party occurrence business
(281)
(85)
Third party claims-made business
(403)
(155)
Multi-line and other specialty
(709)
(261)
REINSURANCE SEGMENT
Higher
Expected Loss
Ratios
Slower Loss
Development
Patterns
Reserving lines selected assumptions:
Casualty
10 points
6 months
Other specialty
5
3
Property excluding property catastrophe
5
3
Property catastrophe
5
3
Marine and aviation
5
3
Other
5
3
Increase (decrease) in Loss Reserves:
Casualty
$
273
$
300
Other specialty
245
172
Property excluding property catastrophe
88
201
Property catastrophe
38
61
Marine and aviation
20
37
Other
10
8
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2024 FORM 10-K
REINSURANCE SEGMENT
Lower
Expected Loss
Ratios
Faster Loss
Development
Patterns
Reserving lines selected assumptions:
Casualty
(10) points
(6) months
Other specialty
(5)
(3)
Property excluding property catastrophe
(5)
(3)
Property catastrophe
(5)
(3)
Marine and aviation
(5)
(3)
Other
(5)
(3)
Increase (decrease) in Loss Reserves:
Casualty
$
(273) $
(230)
Other specialty
(245)
(240)
Property excluding property catastrophe
(88)
(195)
Property catastrophe
(38)
(36)
Marine and aviation
(20)
(38)
Other
(10)
(7)
It is not necessarily appropriate to sum the total impact for a
specific factor or the total impact for a specific business
category as the business categories are not perfectly
correlated. In addition, the potential variability shown in the
tables above are reasonably likely scenarios of changes in our
key assumptions at December 31, 2024 and are not meant to
be a “best case” or “worst case” series of outcomes and
therefore, it is possible that future variations may be more or
less than the amounts set forth above.
For our mortgage segment, we considered the sensitivity of
loss reserve estimates at December 31, 2024 by assessing the
potential changes resulting from a parallel shift in severity
and default to claim rate. For example, assuming all other
factors remain constant, for every one percentage point
change in primary claim severity (which we estimate to be
approximately 30% of the unpaid principal balance at
December 31, 2024), we estimated that our loss reserves
would change by approximately $15 million at December 31,
2024. For every one percentage point change in our primary
net default to claim rate (which we estimate to be
approximately 22% at December 31, 2024), we estimated a
$20 million change in our loss reserves at December 31,
2024.
Simulation Results
In order to illustrate the potential volatility in our Loss
Reserves, we used a Monte Carlo simulation approach to
simulate a range of results based on various probabilities.
Both the probabilities and related modeling are subject to
inherent uncertainties. The simulation relies on a significant
number of assumptions, such as the potential for multiple
entities to react similarly to external events, and includes
other statistical assumptions. The simulation results shown
for each segment do not add to the total simulation results, as
the individual segment simulation results do not reflect the
diversification effects across our segments.
At December 31, 2024, our recorded Loss Reserves by
underwriting segment, net of unpaid losses and loss
adjustment expenses recoverable, and the results of the
simulation were as follows:
Insurance
Segment
Reinsurance
Segment
Mortgage
Segment
Total
Loss
Reserves (1)
$11,968
$9,107
$473
$21,548
Simulation
results:
90th
percentile (2)
$14,025
$11,114
$566
$25,257
10th
percentile (3)
$10,033
$7,265
$387
$18,117
(1)
Net of reinsurance recoverables.
(2)
Simulation results indicate that a 90% probability exists that the net
reserves for losses and loss adjustment expenses will not exceed the
indicated amount.
(3)
Simulation results indicate that a 10% probability exists that the net
reserves for losses and loss adjustment expenses will be at or below the
indicated amount.
For informational purposes, based on the total simulation
results, a change in our Loss Reserves to the amount
indicated at the 90th percentile would result in a decrease in
income before income taxes of approximately $3.7 billion, or
$9.71 per diluted share, while a change in our Loss Reserves
to the amount indicated at the 10th percentile would result in
an increase in income before income taxes of approximately
$3.4 billion, or $8.99 per diluted share. The simulation results
noted above are informational only, and no assurance can be
given that our ultimate losses will not be significantly
different than the simulation results shown above, and such
differences could directly and significantly impact earnings
favorably or unfavorably in the period they are determined.
We do not have significant exposure to pre-2002 liabilities,
such as asbestos-related illnesses and other long-tail
liabilities. It is difficult to provide meaningful trend
information for certain liability/casualty coverages for which
the claim-tail may be especially long, as claims are often
reported and ultimately paid or settled years, or even decades,
after the related loss events occur. Any estimates and
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2024 FORM 10-K
assumptions made as part of the reserving process could
prove to be inaccurate due to several factors, including the
fact that for certain lines of business relatively limited
historical information has been reported to us through
December 31, 2024. Accordingly, the reserving for incurred
losses in these lines of business could be subject to greater
variability. See Item 1A, “Risk Factors – Risks Relating to
Our Industry, Business & Operations – Underwriting risks
and reserving for losses are based on probabilities and related
modeling, which are subject to inherent uncertainties.”
Mortgage Operations Supplemental Information
On June 3, 2024, we completed the acquisition of RMIC
Companies,
Inc.,
and
its
wholly-owned
subsidiaries
(“RMIC”) that, together, comprise the run-off mortgage
insurance
business
of
Old
Republic
International
Corporation. The acquired business had been in runoff since
2011 and represented $3.6 billion of insurance in force at the
time of the acquisition.
The mortgage segment’s insurance in force (“IIF”) and risk
in force (“RIF”) were as follows at December 31, 2024 and
2023:
December 31,
2024
2023
Amount
%
Amount
%
Insurance In Force (IIF) (1):
U.S. primary mortgage
insurance
$ 290,435
58.0
$ 290,764
57.1
U.S. credit risk transfer
(CRT) and other
145,892
29.1
149,098
29.3
International mortgage
insurance/reinsurance
64,822
12.9
69,473
13.6
Total
$ 501,149
100.0
$ 509,335
100.0
Risk In Force (RIF) (2):
U.S. primary mortgage
insurance
$
76,034
85.3
$
75,527
84.6
U.S. credit risk transfer
(CRT) and other
5,876
6.6
6,156
6.9
International mortgage
insurance/reinsurance
7,215
8.1
7,562
8.5
Total
$
89,125
100.0
$
89,245
100.0
(1)
Represents the aggregate dollar amount of each insured mortgage
loan’s current principal balance. Such amounts are shown before
external reinsurance.
(2)
The aggregate dollar amount of each insured mortgage loan’s current
principal balance multiplied by the insurance coverage percentage
specified in the policy for insurance policies issued and after contract
limits and/or loss ratio caps for risk-sharing or reinsurance transactions.
Such amounts are shown before external reinsurance.
The insurance in force and risk in force for our U.S. primary
mortgage insurance business by policy year were as follows
at December 31, 2024:
IIF
RIF
Delinquency
Amount
%
Amount
%
Rate (1)
Policy year:
2014 and prior
$ 14,998
5.2
$
3,817
5.0
6.49 %
2015
3,331
1.1
853
1.1
2.19 %
2016
5,240
1.8
1,371
1.8
3.23 %
2017
5,554
1.9
1,489
2.0
3.52 %
2018
7,081
2.4
1,843
2.4
4.31 %
2019
12,919
4.4
3,386
4.5
2.85 %
2020
39,426
13.6
10,718
14.1
1.52 %
2021
62,382
21.5
16,620
21.9
1.52 %
2022
57,175
19.7
15,113
19.9
1.51 %
2023
36,827
12.7
9,479
12.5
1.12 %
2024
45,502
15.7
11,345
14.9
0.30 %
Total
$ 290,435
100.0
$ 76,034
100.0
2.09 %
(1)
Represents the ending percentage of loans in default.
The insurance in force and risk in force for our U.S. primary
mortgage insurance business by policy year were as follows
at December 31, 2023:
IIF
RIF
Delinquency
Amount
%
Amount
%
Rate (1)
Policy year:
2014 and prior
$ 13,301
4.6
$
3,387
4.5
6.01 %
2015
4,691
1.6
1,244
1.6
1.98 %
2016
7,525
2.6
2,025
2.7
2.50 %
2017
7,600
2.6
2,023
2.7
3.13 %
2018
8,512
2.9
2,207
2.9
4.04 %
2019
15,767
5.4
4,074
5.4
2.40 %
2020
51,349
17.7
13,357
17.7
1.17 %
2021
76,667
26.4
19,812
26.2
1.12 %
2022
63,899
22.0
16,755
22.2
0.89 %
2023
41,453
14.3
10,643
14.1
0.26 %
Total
$ 290,764
100.0
$ 75,527
100.0
1.74 %
(1)
Represents the ending percentage of loans in default.
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2024 FORM 10-K
The following tables provide supplemental disclosures on
risk in force for our U.S. primary mortgage insurance
business at December 31, 2024 and 2023:
December 31,
2024
2023
Amount
%
Amount
%
Credit quality (FICO):
>=740
$ 47,360
62.3
$ 46,796
62.0
680-739
24,688
32.5
24,990
33.1
620-679
3,638
4.8
3,497
4.6
<620
348
0.5
244
0.3
Total
$ 76,034
100.0
$ 75,527
100.0
Weighted average FICO
score
748
748
Loan-to-Value (LTV):
95.01% and above
$
7,420
9.8
$
7,067
9.4
90.01% to 95.00%
45,311
59.6
44,669
59.1
85.01% to 90.00%
20,637
27.1
20,490
27.1
85.00% and below
2,666
3.5
3,301
4.4
Total
$ 76,034
100.0
$ 75,527
100.0
Weighted average LTV
93.2 %
93.0 %
Total RIF, net of
external reinsurance
$ 60,085
$ 58,146
December 31,
2024
2023
Amount
%
Amount
%
Total RIF by State:
California
$
5,989
7.9
$
6,162
8.2
Texas
5,613
7.4
5,972
7.9
North Carolina
3,355
4.4
3,248
4.3
Georgia
3,143
4.1
3,081
4.1
Minnesota
3,108
4.1
3,069
4.1
Illinois
3,056
4.0
2,986
4.0
Massachusetts
2,885
3.8
2,858
3.8
Michigan
2,855
3.8
2,773
3.7
Florida
2,824
3.7
3,007
4.0
Ohio
2,716
3.6
2,553
3.4
Others
40,490
53.3
39,818
52.7
Total
$
76,034
100.0
$
75,527
100.0
The following table provides supplemental disclosures for
our U.S. primary mortgage insurance business related to
insured loans and loss metrics for the years ended
December 31, 2024 and 2023:
(U.S. Dollars in thousands, except loan
and claim count)
Year Ended December 31,
2024
2023
Rollforward of insured loans in default:
Beginning delinquent number of loans
19,457
20,567
New notices
45,785
39,496
Cures
(43,506)
(39,704)
Paid claims
(1,279)
(902)
Acquired delinquent loans (1)
2,525
—
Ending delinquent number of loans (2)
22,982
19,457
Ending number of policies in force (2)
1,100,653
1,117,480
Delinquency rate (2)
2.09 %
1.74 %
Losses:
Number of claims paid
1,279
902
Total paid claims
$
43,895
$
26,903
Average per claim
$
34.3
$
29.8
Severity (3)
71.6 %
70.8 %
Average reserve per default (in
thousands) (2)
$
15.3
$
17.7
(1)
Represents delinquent loans related to the acquisition of RMIC.
(2)
Includes first lien primary and pool policies.
(3)
Represents total direct first lien paid claims divided by RIF of loans
for which claims were paid, excluding paid claim settlements.
The risk-to-capital ratio, which represents total current (non-
delinquent) risk in force, net of reinsurance, divided by total
statutory capital, for U.S. primary mortgage insurance
operations was approximately 7.8 to 1 at December 31, 2024,
compared to 7.3 to 1 at December 31, 2023.
Ceded Reinsurance
In the normal course of business, our insurance and mortgage
insurance operations cede a portion of their premium on a
quota share or excess of loss basis through treaty or
facultative
reinsurance
agreements.
Our
reinsurance
operations also obtain reinsurance whereby another reinsurer
contractually agrees to indemnify it for all or a portion of the
reinsurance risks underwritten by our reinsurance operations.
Such arrangements, where one reinsurer provides reinsurance
to another reinsurer, are usually referred to as “retrocessional
reinsurance” arrangements. In addition, our reinsurance
subsidiaries participate in “common account” retrocessional
arrangements for certain pro rata treaties. Such arrangements
reduce the effect of individual or aggregate losses to all
companies participating on such treaties, including the
reinsurers, such as our reinsurance operations, and the ceding
company. Estimating reinsurance recoverables can be more
subjective than estimating the underlying reserves for losses
and loss adjustment expenses as discussed above in “—Loss
Reserves.” In particular, reinsurance recoverables may be
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2024 FORM 10-K
affected by deemed inuring reinsurance, industry losses
reported by various statistical reporting services, and other
factors. Reinsurance recoverables are recorded as assets,
predicated on the reinsurers’ ability to meet their obligations
under the reinsurance agreements. If the reinsurers are unable
to satisfy their obligations under the agreements, our
insurance or reinsurance operations would be liable for such
defaulted amounts.
The availability and cost of reinsurance and retrocessional
protection is subject to market conditions, which are beyond
our control. Although we believe that our insurance and
reinsurance operations have been successful in obtaining
adequate reinsurance and retrocessional protection, it is not
certain that they will be able to continue to obtain adequate
protection at cost effective levels. As a result of such market
conditions and other factors, our insurance, reinsurance and
mortgage operations may not be able to successfully mitigate
risk through reinsurance and retrocessional arrangements and
may lead to increased volatility in our results of operations in
future periods. See Item 1A, “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.”
For purposes of managing risk, we reinsure a portion of our
exposures, paying to reinsurers a part of the premiums
received on the policies we write, and we may also use
retrocessional protection. On a consolidated basis, ceded
premiums written represented 26.9% of gross premiums
written for 2024, compared to 26.8% for 2023. We monitor
the financial condition of our reinsurers and attempt to place
coverages only with substantial, financially sound carriers. If
the financial condition of our reinsurers or retrocessionaires
deteriorates, resulting in an impairment of their ability to
make payments, we will be responsible for probable losses
resulting from our inability to collect amounts due from such
parties, as appropriate. We evaluate the credit worthiness of
all the reinsurers to which we cede business. We report
reinsurance recoverables net of an allowance for expected
credit loss. The allowance is based upon our ongoing review
of amounts outstanding, the financial condition of our
reinsurers, amounts and form of collateral obtained and other
relevant factors. A ratings based probability-of-default and
loss-given-default methodology is used to estimate the
allowance for expected credit loss. See Item 1A, “Risk
Factors—Risks Relating to Our Industry, Business and
Operations—We are exposed to credit risk in certain of our
business operations” and “Financial Condition, Liquidity and
Capital Resources” for further details.
We have entered into various aggregate excess of loss
reinsurance agreements with various special purpose
reinsurance companies domiciled in Bermuda. These are
special purpose variable interest entities that are not
consolidated in our financial results because we do not have
the unilateral power to direct those activities that are
significant to its economic performance. See note 12,
“Variable Interest Entities” to our consolidated financial
statements in Item 8 for additional information.
Premium Revenues and Related Expenses
Insurance premiums written are generally recorded at the
policy inception and are primarily earned on a pro rata basis
over the terms of the policies for all products, usually 12
months. Premiums written include estimates in our insurance
operations’ programs, specialty lines, collateral protection
business and for participation in involuntary pools. Such
premium estimates are derived from multiple sources which
include the historical experience of the underlying business,
similar
business
and
available
industry
information.
Unearned premium reserves represent the portion of
premiums written that relates to the unexpired terms of in-
force insurance policies.
Reinsurance premiums written include amounts reported by
brokers and ceding companies, supplemented by our own
estimates of premiums where reports have not been received.
The determination of premium estimates requires a review of
our experience with the ceding companies, familiarity with
each market, the timing of the reported information, an
analysis and understanding of the characteristics of each line
of business, and management’s judgment of the impact of
various factors, including premium or loss trends, on the
volume of business written and ceded to us. On an ongoing
basis, our underwriters review the amounts reported by these
third parties for reasonableness based on their experience and
knowledge of the subject class of business, taking into
account our historical experience with the brokers or ceding
companies. In addition, reinsurance contracts under which we
assume business generally contain specific provisions which
allow us to perform audits of the ceding company to ensure
compliance with the terms and conditions of the contract,
including accurate and timely reporting of information. Based
on a review of all available information, management
establishes premium estimates where reports have not been
received. Premium estimates are updated when new
information is received and differences between such
estimates and actual amounts are recorded in the period in
which estimates are changed or the actual amounts are
determined. Premiums written are recorded based on the type
of contracts we write. Premiums on our excess of loss and
pro rata reinsurance contracts are estimated when the
business is underwritten. For excess of loss contracts,
premiums are recorded as written based on the terms of the
contract. Estimates of premiums written under pro rata
contracts are recorded in the period in which the underlying
risks incept and are based on information provided by the
brokers and the ceding companies. For multi-year reinsurance
treaties which are payable in annual installments, generally,
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only the initial annual installment is included as premiums
written at policy inception due to the ability of the reinsured
to commute or cancel coverage during the term of the policy.
The remaining annual installments are included as premiums
written at each successive anniversary date within the multi-
year term.
Reinstatement premiums for our insurance and reinsurance
operations are recognized at the time a loss event occurs,
where coverage limits for the remaining life of the contract
are
reinstated
under
pre-defined
contract
terms.
Reinstatement premiums, if obligatory, are fully earned when
recognized. The accrual of reinstatement premiums is based
on an estimate of losses and loss adjustment expenses, which
reflects management’s judgment, as described above in “—
Loss Reserves.”
The amount of reinsurance premium estimates included in
premiums receivable and the amount of related acquisition
expenses by type of business were as follows at
December 31, 2024:
December 31, 2024
Gross
Amount
Acquisition
Expenses
Net
Amount
Other specialty
$
1,599
$
(447) $
1,152
Property excluding
property catastrophe
676
(207)
469
Casualty
495
(144)
351
Marine and aviation
212
(43)
169
Property catastrophe
14
—
14
Other
85
(13)
72
Total
$
3,081
$
(854) $
2,227
Premium estimates are reviewed by management at least
quarterly. Such review includes a comparison of actual
reported premiums to expected ultimate premiums along with
a review of the aging and collection of premium estimates.
Based on management’s review, the appropriateness of the
premium estimates is evaluated, and any adjustment to these
estimates is recorded in the period in which it becomes
known. Adjustments to premium estimates could be material
and such adjustments could directly and significantly impact
earnings favorably or unfavorably in the period they are
determined because the estimated premium may be fully or
substantially earned.
A significant portion of amounts included as premiums
receivable, which represent estimated premiums written, net
of commissions, are not currently due based on the terms of
the underlying contracts. Based on currently available
information, we report premiums receivable net of an
allowance for expected credit loss. We monitor credit risk
associated with premiums receivable through our ongoing
review of amounts outstanding, aging of the receivable,
historical data and counterparty financial strength measures.
Reinsurance premiums assumed, irrespective of the class of
business, are generally earned on a pro rata basis over the
terms of the underlying policies or reinsurance contracts.
Contracts and policies written on a “losses occurring” basis
cover claims that may occur during the term of the contract
or policy, which is typically 12 months. Accordingly, the
premium is earned evenly over the term. Contracts which are
written on a “risks attaching” basis cover claims which attach
to the underlying insurance policies written during the terms
of such contracts. Premiums earned on such contracts usually
extend beyond the original term of the reinsurance contract,
typically resulting in recognition of premiums earned over a
24-month period.
Certain of our reinsurance contracts include provisions that
adjust premiums or acquisition expenses based upon the
experience under the contracts. Premiums written and earned,
as well as related acquisition expenses, are recorded based
upon the projected experience under such contracts.
Retroactive reinsurance reimburses a ceding company for
liabilities incurred as a result of past insurable events covered
by the underlying policies reinsured. In certain instances,
reinsurance contracts cover losses both on a prospective basis
and on a retroactive basis and, accordingly, we bifurcate the
prospective and retrospective elements of these reinsurance
contracts and accounts for each element separately where
practical. Underwriting income generated in connection with
retroactive reinsurance contracts is deferred and amortized
into income over the settlement period while losses are
charged to income immediately. Subsequent changes in
estimated amount or timing of cash flows under such
retroactive reinsurance contracts are accounted for by
adjusting the previously deferred amount to the balance that
would have existed had the revised estimate been available at
the inception of the reinsurance transaction, with a
corresponding charge or credit to income.
Mortgage guaranty insurance policies are contracts that are
generally non-cancelable by the insurer, are renewable at a
fixed price, and provide for payment of premiums on a
monthly, annual or single basis. Upon renewal, we are not
able to re-underwrite or re-price our policies. Consistent with
industry accounting practices, premiums written on a
monthly basis are earned as coverage is provided. Premiums
written on an annual basis are amortized on a monthly pro
rata basis over the year of coverage. Primary mortgage
insurance premiums written on policies covering more than
one year are referred to as single premiums. A portion of the
revenue from single premiums is recognized in premiums
earned in the current period, and the remaining portion is
deferred as unearned premiums and earned over the estimated
expiration of risk of the policy. If single premium policies
related to insured loans are canceled for any reason and the
policy is a non-refundable product, the remaining unearned
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2024 FORM 10-K
premium related to each canceled policy is recognized as
earned premium upon notification of the cancellation.
Unearned premiums represent the portion of premiums
written that is applicable to the estimated unexpired risk of
insured loans. A portion of premium payments may be
refundable if the insured cancels coverage, which generally
occurs when the loan is repaid, the loan amortizes to a
sufficiently low amount to trigger a lender permitted or
legally required cancellation, or the value of the property has
increased sufficiently in accordance with the terms of the
contract. Premium refunds reduce premiums earned in the
consolidated statements of income. Generally, only unearned
premiums are refundable.
Acquisition costs that are directly related and incremental to
the successful acquisition or renewal of business are deferred
and amortized based on the type of contract. For property and
casualty insurance and reinsurance contracts, deferred
acquisition costs are amortized over the period in which the
related premiums are earned. Consistent with mortgage
insurance industry accounting practice, amortization of
acquisition costs related to the mortgage insurance contracts
for each underwriting year’s book of business is recorded in
proportion to estimated gross profits. Estimated gross profits
are comprised of earned premiums and losses and loss
adjustment expenses. For each underwriting year, we
estimate the rate of amortization to reflect actual experience
and any changes to persistency or loss development.
Acquisition expenses and other expenses related to our
underwriting operations that vary with, and are directly
related to, the successful acquisition or renewal of business
are deferred and amortized based on the type of contract. Our
insurance and reinsurance operations capitalize incremental
direct external costs that result from acquiring a contract but
do not capitalize salaries, benefits and other internal
underwriting costs. For our mortgage insurance operations,
which include a substantial direct sales force, both external
and certain internal direct costs are deferred and amortized.
Deferred acquisition costs are carried at their estimated
realizable value and take into account anticipated losses and
loss adjustment expenses, based on historical and current
experience, and anticipated investment income.
A premium deficiency occurs if the sum of anticipated losses
and loss adjustment expenses, unamortized acquisition costs
and maintenance costs and anticipated investment income
exceed unearned premiums. A premium deficiency reserve
(“PDR”) is recorded by charging any unamortized acquisition
costs to expense to the extent required in order to eliminate
the
deficiency.
If
the
premium
deficiency
exceeds
unamortized acquisition costs then a liability is accrued for
the excess deficiency.
To assess the need for a PDR on our mortgage exposures, we
develop loss projections based on modeled loan defaults
related to our current policies in force. This projection is
based on recent trends in default experience, severity and
rates of defaulted loans moving to claim, as well as recent
trends in the rate at which loans are prepaid, and incorporates
anticipated interest income. Evaluating the expected
profitability of our existing mortgage insurance business and
the need for a PDR for our mortgage business involves
significant reliance upon assumptions and estimates with
regard to the likelihood, magnitude and timing of potential
losses and premium revenues. The models, assumptions and
estimates we use to evaluate the need for a PDR may prove to
be inaccurate, especially during an extended economic
downturn or a period of extreme market volatility and
uncertainty.
No premium deficiency charges were recorded by us during
2024 or 2023.
Net Deferred Income Tax Assets Measurement
On December 27, 2023 the Bermuda government enacted tax
legislation referred to as the Corporate Income Tax Act 2023
(“Bermuda CIT Act”). The Bermuda CIT Act establishes a
15% corporate income tax, for in-scope businesses, for fiscal
years beginning on or after January 1, 2025. The enacted
legislation includes a provision referred to as the Economic
Transition Adjustment, which requires Bermuda Constituent
entities to establish tax basis in their assets and liabilities,
excluding goodwill, based on fair value as of September 30,
2023. Fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the
measurement date.
Using fair value to establish tax basis in the assets and
liabilities of our Bermuda entities results in deductible and
taxable temporary differences which are reflected as deferred
income tax assets and liabilities, respectively, in our financial
statements. The enactment of Bermuda CIT Act resulted in
the establishment of a $1.18 billion net deferred income tax
asset. Such amount is included in ‘other assets’ on the
Company’s balance sheet. In January 2025, the OECD issued
administrative guidance introducing a new interpretation
(with retroactive effect) for determining the treatment of
deferred income tax assets and liabilities. Bermuda has not
issued corresponding guidance. As of December 31, 2024,
management’s estimate of the measurement of the deferred
tax assets remains unchanged.
The most significant deferred income tax assets recognized
relate to the fair value adjustments for identifiable intangible
assets. We estimated the fair value of the identifiable
intangible assets of our Bermuda entities using discounted
cash flow (“DCF”) models. The significant assumptions
ARCH CAPITAL
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2024 FORM 10-K
utilized in the DCF models included the future revenue and
profits expected to be generated by the identifiable intangible
assets and the discount rates. See note 15, “Income Taxes” to
our consolidated financial statements in Item 8 for
disclosures concerning our Company’s deferred income tax
asset.
Fair Value Measurements
We review our securities measured at fair value and discuss
the proper classification of such investments with investment
advisors and others. See note 10, “Fair Value,” to our
consolidated financial statements in Item 8 for a summary of
our financial assets and liabilities measured at fair value at
December 31, 2024 by valuation hierarchy.
Reclassifications
We have reclassified the presentation of certain prior year
information to conform to the current presentation. Such
reclassifications had no effect on our net income,
shareholders’ equity or cash flows.
Significant Accounting Pronouncements
For all other significant accounting policies see note 3,
“Significant Accounting Policies” and note 3(t), “Recent
Accounting Pronouncements” to our consolidated financial
statements in Item 8 for disclosures concerning our
companies significant accounting policies and recent
accounting pronouncements.
FINANCIAL CONDITION
Investable Assets
At December 31, 2024, total investable assets held by Arch
were $41.4 billion.
Investable Assets Held by Arch
The Finance, Investment and Risk Committee (“FIR
Committee”) of our Board of Directors (the “Board”)
establishes our investment policies and sets the parameters
for creating guidelines for our investment managers. The FIR
Committee reviews the implementation of the investment
strategy on a regular basis. Our current approach stresses
preservation of capital, market liquidity and diversification of
risk. While maintaining our emphasis on preservation of
capital and liquidity, we expect our portfolio to become more
diversified and, as a result, we may expand into areas which
are not currently part of our investment strategy. Our Chief
Investment Officer administers the investment portfolio,
oversees our investment managers and formulates investment
strategy in conjunction with the FIR Committee. At
December 31, 2024, approximately $25.6 billion, or 62%, of
total investable assets held by Arch were internally managed,
compared to $21.9 billion, or 63%, at December 31, 2023.
The following table summarizes the duration and average
credit quality of fixed income assets held by Arch:
December 31,
2024
2023
Average effective fixed maturities duration
(in years)
3.31
3.51
Average S&P/Moody’s credit ratings (1)
AA-/Aa3
AA-/Aa3
(1)
Average credit ratings on our investment portfolio on securities with
ratings by Standard & Poor’s Rating Services (“S&P”) and Moody’s
Investors Service (“Moody’s”).
The following table provides the credit quality distribution of
our fixed maturities. For individual fixed maturities, S&P
ratings are used. In the absence of an S&P rating, ratings
from Moody’s are used, followed by ratings from Fitch
Ratings.
Estimated
Fair Value
% of
Total
December 31, 2024
U.S. government and gov’t agencies (1)
$
7,498
26.9
AAA
4,330
15.5
AA
2,285
8.2
A
5,138
18.4
BBB
6,467
23.2
BB
978
3.5
B
458
1.6
Lower than B
28
0.1
Not rated
707
2.5
Total
$
27,889
100.0
December 31, 2023
U.S. government and gov’t agencies (1)
$
6,493
26.8
AAA
4,305
17.8
AA
2,165
8.9
A
4,629
19.1
BBB
5,058
20.9
BB
698
2.9
B
389
1.6
Lower than B
15
0.1
Not rated
484
2.0
Total
$
24,236
100.0
(1)
Includes U.S. government-sponsored agency residential mortgage
backed securities and agency commercial mortgage backed securities.
ARCH CAPITAL
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2024 FORM 10-K
The following table provides information on the severity of
the unrealized loss position as a percentage of amortized cost
for all fixed maturities which were in an unrealized loss
position:
Severity of gross
unrealized losses:
Estimated
Fair Value
Gross
Unrealized
Losses
% of
Total Gross
Unrealized
Losses
December 31, 2024
0-10%
$
16,044
$
(453)
65.5
10-20%
1,357
(216)
31.2
20-30%
70
(20)
2.9
Greater than 30%
6
(3)
0.4
Total
$
17,477
$
(692)
100.0
December 31, 2023
0-10%
$
10,696
$
(410)
49.7
10-20%
2,282
(367)
44.5
20-30%
116
(35)
4.2
Greater than 30%
26
(13)
1.6
Total
$
13,120
$
(825)
100.0
The following table summarizes our top ten exposures to
fixed income corporate issuers by fair value at December 31,
2024, excluding guaranteed amounts and covered bonds:
Estimated
Fair Value
Credit
Rating (1)
JPMorgan Chase & Co.
$
418
A/A1
Morgan Stanley
357
A-/A1
Bank of America Corporation
299
A-/A1
The Goldman Sachs Group, Inc.
244
A-/A2
Blue Owl Capital Inc.
242
BBB-/Baa3
Citigroup Inc.
236
BBB+/A3
Blackstone Inc.
188
BBB-/Baa2
Hyundai Motor Company
186
A-/A3
Ford Motor Company
166
BBB-/Ba1
Canada
156
AA-/Aa2
Total
$
2,492
(1)
Average credit ratings as assigned by S&P and Moody’s,
respectively.
The following table provides information on our structured
securities,
which
include
residential
mortgage-backed
securities
(“RMBS”),
commercial
mortgage-backed
securities (“CMBS”) and asset backed securities (“ABS”):
Agencies
Investment
Grade
Below
Investment
Grade
Total
Dec. 31, 2024
RMBS
$
769
$
310
$
—
$
1,079
CMBS
7
959
92
1,058
ABS
—
2,667
233
2,900
Total
$
776
$
3,936
$
325
$
5,037
Dec. 31, 2023
RMBS
$
658
$
445
$
—
$
1,103
CMBS
7
1,126
80
1,213
ABS
—
2,143
107
2,250
Total
$
665
$
3,714
$
187
$
4,566
The following table summarizes our equity securities, which
include investments in exchange traded funds:
December 31,
2024
2023
Equities (1)
$
1,041
$
739
Exchange traded funds
Fixed income (2)
428
285
Equity and other (3)
213
169
Total
$
1,682
$
1,193
(1)
Primarily in technology, consumer non-cyclical, communications,
financial and industrials at December 31, 2024.
(2)
Primarily in corporate at December 31, 2024.
(3)
Primarily in financials, consumer staples, industrials and energy sectors
at December 31, 2024.
Our investment strategy allows for the use of derivative
instruments. We utilize various derivative instruments such
as futures contracts to enhance investment performance,
replicate investment positions or manage market exposures
and fixed income duration risk that would be allowed under
our investment guidelines if implemented in other ways. See
note 11, “Derivative Instruments,” to our consolidated
financial statements in Item 8 for additional disclosures
concerning derivatives.
Accounting guidance regarding fair value measurements
addresses how companies should measure fair value when
they are required to use a fair value measure for recognition
or disclosure purposes under GAAP and provides a common
definition of fair value to be used throughout GAAP. See
note 10, “Fair Value,” to our consolidated financial
statements in Item 8 for a summary of our financial assets
and liabilities measured at fair value at December 31, 2024
and 2023 segregated by level in the fair value hierarchy.
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2024 FORM 10-K
Reinsurance Recoverables
The following table details our reinsurance recoverables at
December 31, 2024:
% of
Total
A.M. Best
Rating (1)
Somers Re Ltd. (2)
19.6
A-
Hannover Rück SE
4.4
A+
Lloyd’s syndicates (3)
4.3
A+
Munich Reinsurance America, Inc.
3.0
A+
RenaissanceRe Holdings Ltd.
2.7
A+
Swiss Reinsurance America Corporation
2.5
A+
Everest Reinsurance Company
2.2
A+
Partner Reinsurance Company of the U.S.
1.6
A+
Transatlantic Reinsurance Company
1.6
A++
Fortitude Reinsurance Company Ltd.
1.6
A
All other -- “A-” or better
20.3
All other -- not rated (4)
36.2
Total
100.0
(1)
The financial strength ratings are as of January 6, 2025 and were
assigned by A.M. Best based on its opinion of the insurer’s financial
strength as of such date. An explanation of the ratings listed in the table
follows: the rating of “A++” and “A+” are designated “Superior”; and
the “A” and “A-” ratings are designated “Excellent.”
(2)
See note 16, “Transactions with Related Parties.”
(3)
The A.M. Best group rating of “A+” (Superior) has been applied to all
Lloyd’s syndicates.
(4)
Over 96% of such amount is collateralized through reinsurance trusts,
funds withheld arrangements, letters of credit or other.
See note 8, “Reinsurance,” to our consolidated financial
statements in Item 8 for further details.
Reserves for Losses and Loss Adjustment Expenses
We establish Loss Reserves which represent estimates
involving actuarial and statistical projections, at a given point
in time, of our expectations of the ultimate settlement and
administration costs of losses incurred. Estimating Loss
Reserves is inherently difficult. We utilize actuarial models
as well as available historical insurance industry loss ratio
experience and loss development patterns to assist in the
establishment of Loss Reserves. Actual losses and loss
adjustment expenses paid will deviate, perhaps substantially,
from the reserve estimates reflected in our financial
statements. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Summary of
Critical Accounting Estimates—Loss Reserves” and see Item
1, “Business—Reserves” for further details.
Shareholders’ Equity and Book Value per Share
The following table presents the calculation of book value
per share:
(U.S. dollars in millions, except per share
data)
December 31,
2024
2023
Total shareholders’ equity available to
Arch
$
20,820
$
18,353
Less preferred shareholders’ equity
830
830
Common shareholders’ equity available to
Arch
$
19,990
$
17,523
Common shares and common share
equivalents outstanding, net of treasury
shares (1)
376.4
373.3
Book value per share
$
53.11
$
46.94
(1)
Excludes the effects of 12.4 million and 12.5 million stock options and
0.3 million and 0.4 million restricted stock and performance units
outstanding at December 31, 2024 and 2023, respectively.
LIQUIDITY
Liquidity is a measure of our ability to access sufficient cash
flows to meet the short-term and long-term cash requirements
of our business operations.
Arch Capital is a holding company whose assets primarily
consist of the shares in its subsidiaries. Generally, Arch
Capital depends on its available cash resources, liquid
investments and dividends or other distributions from its
subsidiaries to make payments, including the payment of debt
service obligations and operating expenses it may incur and
any dividends or liquidation amounts with respect to our
preferred and common shares.
In 2024, Arch Capital received dividends of $2.5 billion from
Arch Reinsurance Ltd. (“Arch Re Bermuda”), our Bermuda-
based reinsurer and insurer. Arch Re Bermuda can pay
approximately $5.5 billion to Arch Capital in 2025 without
providing an affidavit to the Bermuda Monetary Authority
(“BMA”).
Our insurance and reinsurance operations provide liquidity in
that premiums are received in advance, sometimes
substantially in advance, of the time losses are paid. The
period of time from the occurrence of a claim through the
settlement of the liability may extend many years into the
future. Sources of liquidity include cash flows from
operations, financing arrangements or routine sales of
investments.
As part of our investment strategy, we seek to establish a
level of cash and highly liquid short-term and intermediate-
term securities which, combined with expected cash flow, is
believed by us to be adequate to meet our foreseeable
payment obligations. However, due to the nature of our
operations, cash flows are affected by claim payments that
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2024 FORM 10-K
may comprise large payments on a limited number of claims
and which can fluctuate from year to year. We believe that
our liquid investments and cash flow will provide us with
sufficient liquidity in order to meet our claim payment
obligations. However, the timing and amounts of actual claim
payments related to recorded Loss Reserves vary based on
many factors, including large individual losses, changes in
the legal environment, as well as general market conditions.
The ultimate amount of the claim payments could differ
materially from our estimated amounts. Certain lines of
business written by us, such as excess casualty, have loss
experience characterized as low frequency and high severity.
The foregoing may result in significant variability in loss
payment patterns. The impact of this variability can be
exacerbated by the fact that the timing of the receipt of
reinsurance recoverables owed to us may be slower than
anticipated by us. Therefore, the irregular timing of claim
payments can create significant variations in cash flows from
operations between periods and may require us to utilize
other sources of liquidity to make these payments, which
may include the sale of investments or utilization of existing
or new credit facilities or capital market transactions. If the
source of liquidity is the sale of investments, we may be
forced to sell such investments at a loss, which may be
material.
We expect that our liquidity needs, including our anticipated
insurance obligations and operating and capital expenditure
needs, will be met by funds generated from underwriting
activities and investment income, as well as by our balance of
cash, short-term investments, proceeds on the sale or maturity
of our investments, and our credit facilities, for the next
twelve months, at a minimum.
Dividend Restrictions
Arch Capital has no material restrictions on its ability to
make distributions to shareholders. However, the ability of
our regulated insurance and reinsurance subsidiaries to pay
dividends or make distributions or other payments to us is
limited by the applicable local laws and relevant regulations
of the various countries and states in which we operate. See
note 25, “Statutory Information,” to our consolidated
financial statements in Item 8 for additional information on
dividend restrictions.
The payment of dividends from Arch Re Bermuda is, under
certain circumstances, limited under Bermuda law, which
requires our Bermuda operating subsidiary to maintain
certain measures of solvency and liquidity.
Our U.S. insurance and reinsurance subsidiaries are subject
to insurance laws and regulations in the jurisdictions in which
they operate. The ability of our regulated insurance
subsidiaries to pay dividends or make distributions is
dependent on their ability to meet applicable regulatory
standards. These regulations include restrictions that limit the
amount of dividends or other distributions, such as loans or
cash advances, available to shareholders without prior
approval of the insurance regulatory authorities. Each state
requires prior regulatory approval of any payment of
extraordinary dividends.
We also have insurance subsidiaries that are the parent
company for other insurance subsidiaries, which means that
dividends and other distributions will be subject to multiple
layers of regulations in order for our insurance subsidiaries to
be able to dividend funds to Arch Capital. The inability of the
subsidiaries of Arch Capital to pay dividends and other
permitted distributions could have a material adverse effect
on Arch Capital’s cash requirements and our ability to make
principal, interest and dividend payments on the senior notes,
preferred shares and common shares.
In addition to meeting applicable regulatory standards, the
ability of our insurance and reinsurance subsidiaries to pay
dividends is also constrained by our dependence on the
financial strength ratings of our insurance and reinsurance
subsidiaries from independent rating agencies. The ratings
from these agencies depend to a large extent on the
capitalization levels of our insurance and reinsurance
subsidiaries. We believe that Arch Capital has sufficient cash
resources and available dividend capacity to service its
indebtedness and other current outstanding obligations.
Restricted Assets
Our
insurance,
reinsurance
and
mortgage
insurance
subsidiaries are required to maintain assets on deposit, which
primarily consist of fixed maturities, with various regulatory
authorities to support their operations. The assets on deposit
are available to settle insurance and reinsurance liabilities to
third parties. Our insurance and reinsurance subsidiaries
maintain assets in trust accounts as collateral for insurance
and reinsurance transactions with affiliated companies and
also have investments in segregated portfolios primarily to
provide collateral or guarantees for letters of credit to third
parties. At December 31, 2024 and 2023, such amounts
approximated $13.0 billion and $9.9 billion, respectively.
Our investments in certain securities, including certain fixed
income and structured securities, investments in funds
accounted for using the equity method, other alternative
investments and investments in operating affiliates may be
illiquid due to contractual provisions or investment market
conditions. If we require significant amounts of cash on short
notice in excess of anticipated cash requirements, then we
may have difficulty selling these investments in a timely
manner or may be forced to sell or terminate them at
unfavorable values. Our unfunded investment commitments
totaled approximately $4.4 billion at December 31, 2024 and
are callable by our investment managers. The timing of the
ARCH CAPITAL
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2024 FORM 10-K
funding of investment commitments is uncertain and may
require us to access cash on short notice.
Cash Flows
The following table summarizes our cash flows from
operating, investing and financing activities:
Year Ended December 31,
2024
2023
Total cash provided by (used for):
Operating activities
$
6,673
$
5,749
Investing activities
(4,461)
(5,468)
Financing activities
(1,925)
(69)
Effects of exchange rate changes on foreign
currency cash
(25)
13
Increase (decrease) in cash
$
262
$
225
Cash provided by operating activities in 2024 was higher
than in 2023. Activity in 2024 primarily reflected a higher
level of premiums collected than in 2023.
Cash used for investing activities in 2024 reflected lower net
purchases than in 2023. Cash used for investing activity
during 2024 was partially impacted by a $1.9 billion special
dividend paid to common shareholders, which entailed that
we liquidate certain investments. Activity in 2024 also
reflected $852 million of net cash received related to the
MCE Acquisition.
Cash used for financing activities in 2024 was higher than in
2023. Activity in 2024 included a $1.9 billion special
dividend paid to common shareholders.
Investments
At December 31, 2024, our investable assets were $41.4
billion. The primary goals of our asset liability management
process are to meet our insurance liabilities, manage the
interest rate risk embedded in those insurance liabilities and
maintain sufficient liquidity to cover fluctuations in projected
liability cash flows, including debt service obligations.
Generally, the expected principal and interest payments
produced by our fixed income portfolio adequately fund the
estimated runoff of our insurance reserves. Although this is
not an exact cash flow match in each period, the substantial
degree by which the fair value of the fixed income portfolio
exceeds the expected present value of the net insurance
liabilities, as well as the positive cash flow from newly sold
policies and the large amount of high quality liquid bonds,
provide assurance of our ability to fund the payment of
claims and to service our outstanding debt without having to
sell securities at distressed prices or access credit facilities.
See Item 1A “Risk Factors” for a discussion of other risks
relating to our business and investment portfolio.
CAPITAL RESOURCES
The following table provides an analysis of our capital
structure:
December 31,
2024
2023
Senior notes
$
2,728
$
2,726
Shareholders’ equity available to Arch:
Series F non-cumulative preferred shares
330
330
Series G non-cumulative preferred shares
500
500
Common shareholders’ equity
19,990
17,523
Total
$
20,820
$
18,353
Total capital available to Arch
$
23,548
$
21,079
Senior notes to total capital (%)
11.6
12.9
Revolving credit agreement borrowings to
total capital (%)
—
—
Debt to total capital (%)
11.6
12.9
Preferred to total capital (%)
3.5
3.9
Debt and preferred to total capital (%)
15.1
16.9
See note 19, “Debt and Financing Arrangements" and note
21, “Shareholders' Equity”, to our consolidated financial
statements in Item 8 for additional information on capital
structure.
Capital Adequacy
We monitor our capital adequacy on a regular basis and will
seek to adjust our capital base (up or down) according to the
needs of our business. The future capital requirements of our
business will depend on many factors, including our ability to
write new business successfully and to establish premium
rates and reserves at levels sufficient to cover losses. Our
ability to underwrite is largely dependent upon the quality of
our claims paying and financial strength ratings as evaluated
by independent rating agencies. In particular, we require (1)
sufficient capital to maintain our financial strength ratings, as
issued by several ratings agencies, at a level considered
necessary by management to enable our key operating
subsidiaries to compete; (2) sufficient capital to enable our
underwriting subsidiaries to meet the capital adequacy tests
performed by statutory agencies in the U.S. and other key
markets; and (3) our non-U.S. operating companies are
required to post letters of credit and other forms of collateral
that are necessary for them to operate as they are “non-
admitted” under U.S. state insurance regulations.
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2024 FORM 10-K
In addition, Arch Mortgage Insurance Company and United
Guaranty Residential Insurance Company (together, “eligible
mortgage insurer”) are required to maintain compliance with
the GSE requirements, known as PMIERs. The financial
requirements require an eligible mortgage insurer’s available
assets, which generally include only the most liquid assets of
an insurer, to meet or exceed “minimum required assets” as
of each quarter end. Minimum required assets are calculated
from PMIERs tables with several risk dimensions (including
origination year, original loan-to-value and original credit
score of performing loans, and the delinquency status of non-
performing loans) and are subject to a minimum amount.
Together, our eligible mortgage insurers satisfied the
PMIERs’ financial requirements as of December 31, 2024
with a PMIER sufficiency ratio of 186%, compared to 213%
at December 31, 2023. On August 21, 2024, Fannie Mae and
Freddie Mac (collectively the GSEs) each updated their
PMIERs to incorporate new deductions to available assets for
investment risk. This update will become effective March 31,
2025, but the impact will be phased in through September 30,
2026. If the GSEs had fully implemented this update to
PMIERs as of December 31, 2024, the changes would have
reduced available assets by 17% and resulted in a Pro-forma
PMIERs Sufficiency Ratio of 154% compared with a
reported PMIERs Sufficiency Ratio of 186%.
As part of our capital management program, we may seek to
raise additional capital or may seek to return capital to our
shareholders through share repurchases, cash dividends or
other methods (or a combination of such methods). Any such
determination will be at the discretion of the Board and will
be dependent upon our profits, financial requirements and
other factors, including legal restrictions, rating agency
requirements and such other factors as our Board deems
relevant.
To the extent that our existing capital is insufficient to fund
our future operating requirements or maintain such ratings,
we may need to raise additional funds through financings or
limit our growth. We can provide no assurance that, if
needed, we would be able to obtain additional funds through
financing on satisfactory terms or at all. Any adverse
developments in the financial markets, such as disruptions,
uncertainty or volatility in the capital and credit markets, may
result in realized and unrealized capital losses that could have
a material adverse effect on our results of operations,
financial position and our businesses, and may also limit our
access to capital required to operate our business. In addition
to common share capital, we depend on external sources of
finance to support our underwriting activities, which can be
in the form (or any combination) of debt securities,
preference shares, common equity and bank credit facilities
providing loans and/or letters of credit.
Arch Capital, through its subsidiaries, provides financial
support to certain of its insurance subsidiaries and affiliates,
through certain reinsurance arrangements beneficial to the
ratings of such subsidiaries. Historically, our insurance,
reinsurance and mortgage insurance subsidiaries have entered
into separate reinsurance arrangements with Arch Re
Bermuda covering individual lines of business.
Except as described in the above paragraph, or where express
reinsurance, guarantee or other financial support contractual
arrangements are in place, each of Arch Capital’s subsidiaries
or affiliates is solely responsible for its own liabilities and
commitments (and no other Arch Capital subsidiary or
affiliate is so responsible). Any reinsurance arrangements,
guarantees
or
other
financial
support
contractual
arrangements that are in place are solely for the benefit of the
Arch Capital subsidiary or affiliate involved and third parties
(creditors or insureds of such entity) are not express
beneficiaries of such arrangements.
Share Repurchase Program
Our Board has authorized the investment in Arch Capital’s
common shares through a share repurchase program. Since
the inception of the share repurchase program through
December 31, 2024, Arch Capital has repurchased
approximately 433.8 million common shares for an aggregate
purchase price of $5.9 billion. At December 31, 2024, $996.8
million of share repurchases were available under the
program. Repurchases under the program may be effected
from time to time in open market. The timing and amount of
the repurchase transactions under this program will depend
on a variety of factors, including market conditions, the
development of the economy, corporate and regulatory
considerations. We will continue to monitor our share price
and, depending upon results of operations, market conditions
and the development of the economy, as well as other factors,
we will consider share repurchases on an opportunistic basis.
GUARANTOR INFORMATION
The below table provides a description of our senior notes
payable at December 31, 2024:
Interest
Principal
Carrying
Issuer/Due
(Fixed)
Amount
Amount
Arch Capital:
May 1, 2034
7.350 %
$
300
$
298
June 30, 2050
3.635 %
1,000
989
Arch-U.S.:
Nov. 1, 2043 (1)
5.144 %
500
496
Arch Finance:
Dec. 15, 2026 (1)
4.011 %
500
499
Dec. 15, 2046 (1)
5.031 %
450
446
Total
$
2,750
$
2,728
(1) Fully and unconditionally guaranteed by Arch Capital.
Our senior notes were issued by Arch Capital, Arch Capital
Group (U.S.) Inc. (“Arch-U.S.”) and Arch Capital Finance
ARCH CAPITAL
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2024 FORM 10-K
LLC (“Arch Finance”). Arch-U.S. is a wholly-owned
subsidiary of Arch Capital and Arch Finance is a wholly-
owned finance subsidiary of Arch-U.S. Our 2034 senior
notes and 2050 senior notes issued by Arch Capital are
unsecured and unsubordinated obligations of Arch Capital
and ranked equally with all of its existing and future
unsecured and unsubordinated indebtedness. The 2043 senior
notes issued by Arch-U.S. are unsecured and unsubordinated
obligations of Arch-U.S. and Arch Capital and rank equally
and ratably with the other unsecured and unsubordinated
indebtedness of Arch-U.S. and Arch Capital. The 2026 senior
notes and 2046 senior notes issued by Arch Finance are
unsecured and unsubordinated obligations of Arch Finance
and Arch Capital and rank equally and ratably with the other
unsecured and unsubordinated indebtedness of Arch Finance
and Arch Capital.
Arch Capital and Arch-U.S. are each holding companies and,
accordingly, they conduct substantially all of their operations
through their operating subsidiaries. Arch Finance is a wholly
owned subsidiary of Arch U.S. MI Holdings Inc., a U.S.
holding company. As a result, Arch Capital, Arch-U.S. and
Arch Finance's cash flows and their ability to service their
debt depends upon the earnings of their operating
subsidiaries and on their ability to distribute the earnings,
loans or other payments from such subsidiaries to Arch
Capital, Arch-U.S. and Arch Finance, respectively.
During 2024 and 2023, we made interest payments of $127
million and $127 million, respectively, primarily related to
our senior notes and other financing arrangements. See note
19, “Debt and Financing Arrangements,” to our consolidated
financial statements in Item 8 for additional disclosures
concerning our senior notes and revolving credit agreement
borrowings. For additional information on our preferred
shares, see note 21, “Shareholders’ Equity,” to our
consolidated financial statements in Item 8.
The following tables present condensed financial information
for Arch Capital (parent guarantor) and Arch-U.S.
(subsidiary issuer):
December 31, 2024
December 31, 2023
Arch
Capital
Arch-
U.S.
Arch
Capital
Arch-
U.S.
Assets
Total investments
$
43 $
549
$
17 $
145
Cash
13
5
9
5
Investment in operating
affiliates
3
—
4
—
Due from subsidiaries and
affiliates
6
10
—
—
Other assets
66
101
58
56
Total assets
$
131 $
665
$
88 $
206
Liabilities
Senior notes
1,287
495
1,287
495
Due to subsidiaries and
affiliates
11
994
—
993
Other liabilities
48
50
38
42
Total liabilities
1,346
1,539
1,325
1,530
Non-cumulative
preferred shares
$
830 $
—
$
830 $
—
Year Ended
December 31, 2024
December 31, 2023
Arch
Capital
Arch-
U.S.
Arch
Capital
Arch-
U.S.
Revenues
Net investment income
$
5
$
14
$
2
$
4
Net realized gains (losses)
(4)
—
—
—
Equity in net income
(loss) of investments
accounted for using the
equity method
—
(4)
—
(2)
Total revenues
1
10
2
2
Expenses
Corporate expenses
116
7
93
9
Interest expense
59
26
59
26
Interest expense
(intercompany)
—
53
—
51
Total expenses
175
86
152
86
Income (loss) before
income taxes
(174)
(76)
(150)
(84)
Income tax (expense)
benefit
—
22
41
19
Income (loss) from
operating affiliates
(1)
—
(1)
—
Net income available to
Arch
(175)
(54)
(110)
(65)
Preferred dividends
(40)
—
(40)
—
Net income available to
Arch common
shareholders
$
(215) $
(54) $
(150) $
(65)
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2024 FORM 10-K
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Contractual Obligations
The following table provides an analysis of our contractual commitments at December 31, 2024:
Payment due by period
Total
2025
2026 and
2027
2028 and
2029
Thereafter
Operating activities
Estimated gross payments for losses and loss adjustment expenses (1)
$
29,369
$
9,295
$
9,255
$
4,333
$
6,486
Contractholder payables (2)
2,165
244
433
337
1,151
Operating lease obligations
200
32
60
44
64
Purchase obligations
260
111
108
41
—
Contingent and deferred consideration liabilities
73
56
12
3
2
Investing activities
Unfunded investment commitments (3)
4,433
4,433
—
—
—
Financing activities
Senior notes (including interest payments)
4,914
127
734
214
3,839
Total contractual obligations and commitments
$
41,414
$
14,298
$
10,602
$
4,972
$
11,542
(1)
The estimated expected contractual commitments related to the reserves for losses and loss adjustment expenses are presented on a gross basis (i.e., not
reflecting any corresponding reinsurance recoverable amounts that would be due to us). It should be noted that until a claim has been presented to us,
determined to be valid, quantified and settled, there is no known obligation on an individual transaction basis, and while estimable in the aggregate, the
timing and amount contain significant uncertainty.
(2)
Certain insurance policies written by our insurance operations feature large deductibles, primarily in construction and national accounts lines. Under such
contracts, we are obligated to pay the claimant for the full amount of the claim and are subsequently reimbursed by the policyholder for the deductible
amount. In the event we are unable to collect from the policyholder, we would be liable for such defaulted amounts.
(3)
Unfunded investment commitments are callable by our investment managers. We have assumed that such investments will be funded in the next year but
the funding may occur over a longer period of time, due to market conditions and other factors.
Letter of Credit and Revolving Credit Facilities
Arch Capital and certain of its subsidiaries have access to a
credit facility with a syndicate of financial institutions (the
“Group Credit Facility”) that expires on August 23, 2028.
The Group Credit Facility consists of a $425 million secured
facility for letters of credit (the “Secured Facility”) and a
$500 million unsecured facility for revolving loans and
letters of credit (the “Unsecured Facility”). At December 31,
2024, the Secured Facility had $275 million of letters of
credit outstanding and remaining capacity of $150 million,
and the Unsecured Facility had no outstanding revolving
loans or letters of credit, with remaining capacity of
$500 million.
The Group Credit Facility contains certain restrictive and
maintenance covenants customary for facilities of this type,
including
restrictions
on
indebtedness,
minimum
consolidated tangible net worth, maximum leverage levels
and minimum financial strength ratings. Arch Capital and its
subsidiaries which are party to the agreement were in
compliance with all covenants contained therein at
December 31, 2024.
See note 19, “Debt and Financing Arrangements,” to our
consolidated financial statements in Item 8 for additional
disclosures concerning our senior notes and revolving credit
agreement borrowings.
RATINGS
Our ability to underwrite business is affected by the quality
of our claims paying ability and financial strength ratings as
evaluated by independent agencies. Such ratings from third
party
internationally
recognized
statistical
rating
organizations or agencies are instrumental in establishing the
financial security of companies in our industry. We believe
that the primary users of such ratings include commercial and
investment banks, policyholders, brokers, ceding companies
and investors. Insurance ratings are also used by insurance
and reinsurance intermediaries as an important means of
assessing the financial strength and quality of insurers and
reinsurers, and are often an important factor in the decision
by an insured or intermediary of whether to place business
with a particular insurance or reinsurance provider.
Periodically, rating agencies evaluate us to confirm that we
continue to meet their criteria for the ratings assigned to us
by them. S&P, Moody’s, A.M. Best Company and Fitch
Ratings are ratings agencies which have assigned financial
strength ratings to one or more of Arch Capital’s subsidiaries.
ARCH CAPITAL
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2024 FORM 10-K
If we are not able to obtain adequate capital, our business,
results of operations and financial condition could be
adversely affected, which could include, among other things,
the following possible outcomes: (1) potential downgrades in
the financial strength ratings assigned by ratings agencies to
our operating subsidiaries, which could place those operating
subsidiaries at a competitive disadvantage compared to
higher-rated competitors; (2) reductions in the amount of
business that our operating subsidiaries are able to write in
order to meet capital adequacy-based tests enforced by
statutory agencies; and (3) any resultant ratings downgrades
could, among other things, affect our ability to write business
and increase the cost of bank credit and letters of credit. In
addition, under certain of the reinsurance agreements
assumed by our reinsurance operations, upon the occurrence
of a ratings downgrade or other specified triggering event
with respect to our reinsurance operations, such as a
reduction in surplus by specified amounts during specified
periods, our ceding company clients may be provided with
certain rights, including, among other things, the right to
terminate the subject reinsurance agreement and/or to require
that our reinsurance operations post additional collateral.
The ratings issued on our companies by these agencies are
announced publicly and are available directly from the
agencies.
Our
website
www.archgroup.com
(Investor
Relations-Credit Ratings) contains information about our
ratings, but such information on our website is not
incorporated by reference into this report.
CATASTROPHIC EVENTS AND SEVERE
ECONOMIC EVENTS
We have large aggregate exposures to natural and man-made
catastrophic events, pandemic events like COVID-19 and
severe economic events. Natural catastrophes can be caused
by various events, including hurricanes, floods, windstorms,
earthquakes, hailstorms, tornadoes, explosions, severe winter
weather, fires, droughts and other natural disasters.
Catastrophes can also cause losses in non-property business
such as mortgage insurance, workers’ compensation or
general liability. In addition to the nature of 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.
We have substantial exposure to unexpected, large losses
resulting from future man-made catastrophic events, such as
acts of war, acts of terrorism and political instability. These
risks are inherently unpredictable. It is difficult to predict the
timing of such events with statistical certainty or estimate the
amount of loss any given occurrence will generate. It is not
possible
to
completely
eliminate
our
exposure
to
unforecasted or unpredictable events and, to the extent that
losses from such risks occur, our financial condition and
results of operations could be materially adversely affected.
Therefore, claims for natural and man-made catastrophic
events could expose us to large losses and cause substantial
volatility in our results of operations, which could cause the
value of our common shares to fluctuate widely. In certain
instances, we specifically insure and reinsure risks resulting
from terrorism. Even in cases where we attempt to exclude
losses from terrorism and certain other similar risks from
some coverages written by us, we may not be successful in
doing so. Moreover, irrespective of the clarity and
inclusiveness of policy language, there can be no assurance
that a court or arbitration panel will limit enforceability of
policy language or otherwise issue a ruling adverse to us.
We seek to limit our loss exposure by writing a number of
our reinsurance contracts on an excess of loss basis, adhering
to maximum limitations on reinsurance written in defined
geographical zones, limiting program size for each client and
prudent underwriting of each program written. In the case of
proportional treaties, we may seek per occurrence limitations
or loss ratio caps to limit the impact of losses from any one or
series of events. In our insurance operations, we seek to limit
our exposure through the purchase of reinsurance. We cannot
be certain that any of these loss limitation methods will be
effective. We also seek to limit our loss exposure by
geographic diversification. Geographic zone limitations
involve significant underwriting judgments, including the
determination of the area of the zones and the inclusion of a
particular policy within a particular zone's limits. There can
be no assurance that various provisions of our policies, such
as limitations or exclusions from coverage or choice of
forum, will be enforceable in the manner we intend. Disputes
relating to coverage and choice of legal forum may also arise.
Underwriting is inherently a matter of judgment, involving
important assumptions about matters that are inherently
unpredictable and beyond our control, and for which
historical experience and probability analysis may not
provide sufficient guidance. One or more catastrophic or
other events could result in claims that substantially exceed
our expectations, which could have a material adverse effect
on our financial condition or our results of operations,
possibly to the extent of eliminating our shareholders' equity.
For our natural catastrophe exposed business, we seek to
limit the amount of exposure we will assume from any one
insured or reinsured and the amount of the exposure to
catastrophe losses from a single event in any geographic
zone. We monitor our exposure to catastrophic events,
including earthquake and wind and periodically reevaluate
the estimated probable maximum pre-tax loss for such
exposures. Our estimated probable maximum pre-tax loss is
determined through the use of modeling techniques, but such
estimate does not represent our total potential loss for such
exposures.
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2024 FORM 10-K
Our models employ both proprietary and vendor-based
systems and include cross-line correlations for property,
marine, offshore energy, aviation, workers compensation and
personal accident. We seek to limit the probable maximum
pre-tax loss to a specific level for severe catastrophic events.
Currently, we seek to limit our 1-in-250 year return period
net probable maximum loss from a severe catastrophic event
in any geographic zone to approximately 25% of tangible
shareholders’ equity available to Arch (total shareholders’
equity available to Arch less goodwill and intangible assets).
We reserve the right to change this threshold at any time.
Based on in-force exposure estimated as of January 1, 2025,
our modeled peak zone catastrophe exposure is a windstorm
affecting the Florida Tri-County, with a net probable
maximum pre-tax loss of $1.8 billion, followed by
windstorms affecting the Northeast U.S., and the Gulf of
Mexico with net probable maximum pre-tax losses of $1.7
billion and $1.5 billion, respectively. As of January 1, 2025,
our modeled peak zone earthquake exposure (San Francisco
area earthquake) represented approximately 57% of our peak
zone catastrophe exposure, and our modeled peak zone
international exposure (German windstorm) was substantially
less than both our peak zone windstorm and earthquake
exposures.
We also have significant exposure to losses due to mortgage
defaults resulting from severe economic events in the future.
For our U.S. mortgage insurance business, we have
developed a proprietary risk model (“Realistic Disaster
Scenario” or “RDS”) that simulates the maximum loss
resulting from a severe economic downturn impacting the
housing market. The RDS models the collective impact of
adverse conditions for key economic indicators, the most
significant of which is a decline in home prices. The RDS
model projects paths of future home prices, unemployment
rates, income levels and interest rates and assumes
correlation across states and geographic regions. The
resulting future performance of our in-force portfolio is then
estimated under the economic stress scenario, reflecting loan
and borrower information.
Currently, we seek to limit our modeled RDS loss from a
severe economic event to approximately 25% of total
tangible shareholders’ equity available to Arch. We reserve
the right to change this threshold at any time. Based on in-
force exposure estimated as of January 1, 2025, our modeled
RDS loss was 4.8% of tangible shareholders’ equity available
to Arch.
Net probable maximum loss estimates are net of expected
reinsurance recoveries, before income tax and before excess
reinsurance reinstatement premiums. RDS loss estimates are
net of expected reinsurance recoveries and before income tax.
Catastrophe loss estimates are reflective of the zone indicated
and not the entire portfolio. Since hurricanes and windstorms
can affect more than one zone and make multiple landfalls,
our catastrophe loss estimates include clash estimates from
other zones. Our catastrophe loss estimates and RDS loss
estimates do not represent our maximum exposures and it is
highly likely that our actual incurred losses would vary
materially from the modeled estimates. There can be no
assurances that we will not suffer pre-tax losses greater than
25% of our tangible shareholders’ equity from one or more
catastrophic events or severe economic events due to several
factors, including the inherent uncertainties in estimating the
frequency and severity of such events and the margin of error
in making such determinations resulting from potential
inaccuracies and inadequacies in the data provided by clients
and brokers, the modeling techniques and the application of
such techniques or as a result of a decision to change the
percentage of shareholders' equity exposed to a single
catastrophic event or severe economic event. In addition,
actual losses may increase if our reinsurers fail to meet their
obligations to us or the reinsurance protections purchased by
us are exhausted or are otherwise unavailable. See Item 1A,
“Risk Factors—Risks Relating to Our Industry, Business and
Operations” Depending on business opportunities and the
mix of business that may comprise our insurance, reinsurance
and mortgage portfolios, we may seek to adjust our self-
imposed limitations on probable maximum pre-tax loss for
catastrophe exposed business and mortgage default exposed
business. See “—Summary of Critical Accounting Estimates
—Ceded Reinsurance” for a discussion of our catastrophe
reinsurance programs.
MARKET SENSITIVE INSTRUMENTS AND RISK
MANAGEMENT
Our investment results are subject to a variety of risks,
including risks related to changes in the business, financial
condition or results of operations of the entities in which we
invest, as well as changes in general economic conditions and
overall market conditions. We are also exposed to potential
loss from various market risks, including changes in equity
prices, interest rates and foreign currency exchange rates.
In accordance with the SEC’s Financial Reporting Release
No. 48, we performed a sensitivity analysis to determine the
effects that market risk exposures could have on the future
earnings, fair values or cash flows of our financial
instruments as of December 31, 2024. Market risk represents
the risk of changes in the fair value of a financial instrument
and consists of several components, including liquidity, basis
and price risks.
The sensitivity analysis performed as of December 31, 2024
presents hypothetical losses in cash flows, earnings and fair
values of market sensitive instruments which were held by us
on December 31, 2024 and are sensitive to changes in interest
rates and equity security prices. This risk management
ARCH CAPITAL
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2024 FORM 10-K
discussion and the estimated amounts generated from the
following sensitivity analysis represent forward-looking
statements of market risk assuming certain adverse market
conditions occur. Actual results in the future may differ
materially from these projected results due to actual
developments in the global financial markets. The analysis
methods used by us to assess and mitigate risk should not be
considered projections of future events of losses.
The focus of the SEC’s market risk rules is on price risk. For
purposes of specific risk analysis, we employ sensitivity
analysis to determine the effects that market risk exposures
could have on the future earnings, fair values or cash flows of
our financial instruments. The financial instruments included
in the following sensitivity analysis consist of all of our
investments and cash.
Investment Market Risk
Fixed Income Securities. We invest in interest rate sensitive
securities, primarily debt securities. We consider the effect of
interest rate movements on the fair value of our fixed
maturities, short-term investments and certain of our other
investments,
equity
securities
and
investment
funds
accounted for using the equity method which invest in fixed
income securities (collectively, “Fixed Income Securities”)
and the corresponding change in unrealized appreciation. As
interest rates rise, the fair value of our Fixed Income
Securities falls, and the converse is also true. Based on
historical observations, there is a low probability that all
interest rate yield curves would shift in the same direction at
the same time. Furthermore, at times interest rate movements
in certain credit sectors exhibit a much lower correlation to
changes in U.S. Treasury yields. Accordingly, the actual
effect of interest rate movements may differ materially from
the amounts set forth in the following tables.
The following table summarizes the effect that an immediate,
parallel shift in the interest rate yield curve would have had
on our investment portfolio at December 31, 2024 and 2023:
(U.S. dollars in
billions)
Interest Rate Shift in Basis Points
-100
-50
-
+50
+100
Dec. 31, 2024
Total fair value
$ 40.0
$ 39.5
$
38.9
$ 38.4
$ 37.9
Change from base
2.8 %
1.4 %
(1.4) %
(2.7) %
Change in
unrealized value
$ 1.09
$ 0.54
$ (0.54)
$ (1.05)
Dec. 31, 2023
Total fair value
$ 33.6
$ 33.1
$
32.7
$ 32.2
$ 31.7
Change from base
3.0 %
1.5 %
(1.4) %
(2.8) %
Change in
unrealized value
$ 0.98
$ 0.49
$ (0.46)
$ (0.91)
In addition, we consider the effect of credit spread
movements on the market value of our Fixed Income
Securities and the corresponding change in unrealized value.
As credit spreads widen, the fair value of our Fixed Income
Securities falls, and the converse is also true. In periods
where the spreads on our Fixed Income Securities are much
higher than their historical average due to short-term market
dislocations, a parallel shift in credit spread levels would
result in a much more pronounced change in unrealized
value.
The following table summarizes the effect that an immediate,
parallel shift in credit spreads in a static interest rate
environment
would
have
had
on
the
portfolio
at
December 31, 2024 and 2023:
(U.S. dollars in
billions)
Credit Spread Shift in Percentage
-100
-50
-
+50
+100
Dec. 31, 2024
Total fair value
$ 40.0
$ 39.5
$
38.9
$ 38.4
$ 37.8
Change from base
2.8 %
1.4 %
(1.4) %
(2.8) %
Change in
unrealized value
$ 1.09
$ 0.54
$ (0.54)
$ (1.09)
Dec. 31, 2023
Total fair value
$ 33.8
$ 33.2
$
32.7
$ 32.1
$ 31.5
Change from base
3.4 %
1.7 %
(1.7) %
(3.4) %
Change in
unrealized value
$ 1.11
$ 0.56
$ (0.56)
$ (1.11)
Another method that attempts to measure portfolio risk is
Value-at-Risk (“VaR”). VaR measures the worst expected
loss under normal market conditions over a specific time
interval at a given confidence level. The 1-year 95th
percentile parametric VaR reported herein estimates that 95%
of the time, the portfolio loss in a one-year horizon would be
less than or equal to the calculated number, stated as a
percentage of the measured portfolio’s initial value. The VaR
is a variance-covariance based estimate, based on linear
sensitivities of a portfolio to a broad set of systematic market
risk factors and idiosyncratic risk factors mapped to the
portfolio exposures. The relationships between the risk
factors are estimated using historical data, and the most
recent data points are generally given more weight. As of
December 31, 2024, our portfolio’s 95th percentile VaR was
estimated to be 5.6%, compared to an estimated 7.8% at
December 31, 2023. In periods where the volatility of the risk
factors mapped to our portfolio’s exposures is higher due to
market conditions, the resulting VaR is higher than in other
periods.
Equity Securities. At December 31, 2024 and 2023, the fair
value of our investments in equity securities and certain
investments accounted for using the equity method with
underlying equity strategies totaled $1.5 billion and $1.0
billion, respectively. These investments are exposed to price
risk, which is the potential loss arising from decreases in fair
value. An immediate hypothetical 10% decline in the value of
each position would reduce the fair value of such investments
by approximately $149 million and $101 million at
ARCH CAPITAL
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2024 FORM 10-K
December 31, 2024 and 2023, respectively, and would have
decreased book value per share by approximately $0.40 and
$0.27, respectively. An immediate hypothetical 10% increase
in the value of each position would increase the fair value of
such investments by approximately $149 million and $101
million at December 31, 2024 and 2023, respectively, and
would have increased book value per share by approximately
$0.40 and $0.27, respectively.
Investment-Related Derivatives. At December 31, 2024, the
notional value of all derivative instruments (excluding
foreign currency forward contracts which are included in the
foreign currency exchange risk analysis below) was $5.0
billion, compared to $4.2 billion at December 31, 2023. If the
underlying exposure of each investment-related derivative
held at December 31, 2024 depreciated by 100 basis points, it
would have resulted in a reduction in net income of
approximately $50 million, and a decrease in book value per
share of $0.13, compared to $42 million and $0.11,
respectively, on investment-related derivatives held at
December 31, 2023. If the underlying exposure of each
investment-related derivative held at December 31, 2024
appreciated by 100 basis points, it would have resulted in an
increase in net income of approximately $50 million, and an
increase in book value per share of $0.13, compared to $42
million and $0.11, respectively, on investment-related
derivatives held at December 31, 2023. See note 11,
“Derivative Instruments,” to our consolidated financial
statements in Item 8 for additional disclosures concerning
derivatives.
For further discussion on investment activity, please refer to
“—Financial Condition, Liquidity and Capital Resources—
Financial Condition—Investable Assets.”
Foreign Currency Exchange Risk
Foreign currency rate risk is the potential change in value,
income and cash flow arising from adverse changes in
foreign currency exchange rates. Through our subsidiaries
and branches located in various foreign countries, we conduct
our insurance and reinsurance operations in a variety of local
currencies other than the U.S. Dollar. We generally hold
investments in foreign currencies which are intended to
mitigate our exposure to foreign currency fluctuations in our
net insurance liabilities. We may also utilize foreign currency
forward contracts and currency options as part of our
investment strategy. See note 11, “Derivative Instruments,”
to our consolidated financial statements in Item 8 for
additional information.
The following table provides a summary of our net foreign
currency exchange exposures, as well as foreign currency
derivatives in place to manage these exposures:
(U.S. dollars in millions, except
per share data)
December 31,
2024
December 31,
2023
Net assets (liabilities), denominated in
foreign currencies, excluding
shareholders’ equity and derivatives
$
(815) $
(300)
Shareholders’ equity denominated in
foreign currencies (1)
1,120
1,158
Net foreign currency forward contracts
outstanding (2)
453
246
Net exposures denominated in foreign
currencies
$
758
$
1,104
Pre-tax impact of a hypothetical 10%
appreciation of the U.S. Dollar against
foreign currencies:
Shareholders’ equity
$
(76) $
(110)
Book value per share
$
(0.20) $
(0.30)
Pre-tax impact of a hypothetical 10%
decline of the U.S. Dollar against foreign
currencies:
Shareholders’ equity
$
76
$
110
Book value per share
$
0.20
$
0.30
(1)
Represents capital contributions held in the foreign currencies of our
operating units.
(2)
Represents the net notional value of outstanding foreign currency
forward contracts.
Although the Company generally attempts to match the
currency of its projected liabilities with investments in the
same currencies, from time to time the Company may elect to
over or underweight one or more currencies, which could
increase the Company’s exposure to foreign currency
fluctuations and increase the volatility of the Company’s
shareholders’ equity. Historical observations indicate a low
probability that all foreign currency exchange rates would
shift against the U.S. Dollar in the same direction and at the
same time and, accordingly, the actual effect of foreign
currency rate movements may differ materially from the
amounts set forth above. For further discussion on foreign
exchange activity, please refer to “—Results of Operations.”
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2024 FORM 10-K
Effects of Inflation
General economic inflation may continue to remain at
elevated levels for an extended period of time. The potential
also exists, after a catastrophe loss or pandemic events like
COVID-19, for the development of inflationary pressures in a
local economy. This may have a material effect on the
adequacy of our reserves for losses and loss adjustment
expenses, especially in longer-tailed lines of business, and on
the market value of our investment portfolio through rising
interest rates. The anticipated effects of inflation are
considered in our pricing models, reserving processes and
exposure management, across all lines of business and types
of loss including natural catastrophe events. The actual
effects of inflation on our results cannot be accurately known
until claims are ultimately settled and will vary by the
specific type of inflation affecting each line of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Reference is made to the information appearing above under
the subheading “Market Sensitive Instruments and Risk
Management” under the caption “Management’s Discussion
and Analysis of Financial Condition and Results of
Operation,” which information is hereby incorporated by
reference.
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2024 FORM 10-K
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
100
Consolidated Balance Sheets
At December 31, 2024 and December 31, 2023
102
Consolidated Statements of Income
For the years ended December 31, 2024, 2023 and 2022
103
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2024, 2023 and 2022
104
Consolidated Statements of Changes in Shareholders’ Equity
For the years ended December 31, 2024, 2023 and 2022
105
Consolidated Statements of Cash Flows
For the years ended December 31, 2024, 2023 and 2022
106
Notes to Consolidated Financial Statements
Note 1 - General
107
Note 2 - Acquisitions
107
Note 3 - Significant Accounting Policies
108
Note 4 - Segment Information
117
Note 5 - Reserve for Losses and Loss Adjustment Expenses
122
Note 6 - Short Duration Contracts
124
Note 7 - Allowance for Expected Credit Losses
136
Note 8 - Reinsurance
137
Note 9 - Investment Information
139
Note 10 - Fair Value
144
Note 11 - Derivative Instruments
150
Note 12 - Variable interest entities
151
Note 13 - Other Comprehensive Income (Loss)
152
Note 14 - Earnings Per Common Share
154
Note 15 - Income Taxes
154
Note 16 - Transactions with Related Parties
157
Note 17 - Leases
158
Note 18 - Commitments and Contingencies
158
Note 19 - Debt and Financing Arrangements
159
Note 20 - Goodwill and Intangible Assets
161
Note 21 - Shareholders’ Equity
162
Note 22 - Share-Based Compensation
163
Note 23 - Retirement Plans
166
Note 24 - Legal Proceedings
166
Note 25 - Statutory Information
166
Note 26 - Subsequent Events
170
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2024 FORM 10-K
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Arch Capital Group Ltd.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Arch Capital Group Ltd. and its subsidiaries (the
"Company") as of December 31, 2024 and 2023, 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, 2024,
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, 2024, based on criteria established in Internal Control - Integrated 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, 2024 and 2023, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2024 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United 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.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the acquired
U.S. Middle Market Property & Casualty and U.S. Entertainment Property and Casualty Insurance Business (“MCE”) from its
assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a
purchase business combination during 2024. We have also excluded MCE from our audit of internal control over financial
reporting. MCE represents 1.6% of total assets and 3.5% of total revenues as of and for the year ended December 31, 2024.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
ARCH CAPITAL
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2024 FORM 10-K
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates 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 matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Reserve for Losses and Loss Adjustment Expenses
As described in Notes 3, 5 and 6 to the consolidated financial statements, the reserve for losses and loss adjustment expenses
represents estimates of future amounts required to pay losses and loss adjustment expenses for insured or reinsured events
which have occurred at or before the balance sheet date. As of December 31, 2024, the Company’s total reserve for losses and
loss adjustment expenses was $29.4 billion. For the insurance and reinsurance segments, management estimates ultimate losses
and loss adjustment expenses using various generally accepted actuarial methods applied to known losses and other relevant
information. Ultimate losses and loss adjustment expenses are generally determined by projection of claim emergence and
settlement patterns observed in the past that can reasonably be expected to persist into the future. Management makes a number
of key assumptions in their reserving process, including estimating loss development patterns and expected loss ratios. For the
mortgage segment, the lead actuarial methodology used by management is a frequency-severity method based on the inventory
of pending delinquencies. The assumptions of frequency and severity reflect judgments based on historical data and experience.
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, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence
relating to the aforementioned key actuarial methods and key assumptions, 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
valuation of the reserve for losses and loss adjustment expenses, including controls over the selection of key actuarial methods
and development of key assumptions. 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 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. Developing the independent estimate
and evaluating the appropriateness of the key methods and reasonableness of the key assumptions related to loss development
patterns, expected loss ratios, frequency and severity, as applicable, involved testing the completeness and accuracy of
historical data provided by management.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 27, 2025
We have served as the Company’s or its predecessor’s auditor since 1995.
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2024 FORM 10-K
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars and shares in millions)
December 31,
2024
2023
Assets
Investments:
Fixed maturities available for sale, at fair value (amortized cost: $27,570 and $24,131; net of allowance for credit
losses: $22 and $28)
$
27,035
$
23,553
Short-term investments available for sale, at fair value (amortized cost: $2,784 and $2,064; net of allowance for credit
losses: $0 and $0 )
2,784
2,063
Equity securities, at fair value
1,675
1,186
Other investments (portion measured at fair value: $3,066 and $2,488)
3,066
2,488
Investments accounted for using the equity method
5,980
4,566
Total investments
40,540
33,856
Cash
979
917
Accrued investment income
298
236
Investment in operating affiliates
1,240
1,119
Premiums receivable (net of allowance for credit losses: $45 and $34)
5,634
4,644
Reinsurance recoverable on unpaid and paid losses and loss adjustment expenses (net of allowance for credit losses:
$17 and $21)
8,260
7,064
Contractholder receivables (net of allowance for credit losses: $5 and $3)
2,161
1,814
Ceded unearned premiums
2,428
2,170
Deferred acquisition costs
1,734
1,531
Receivable for securities sold
50
63
Goodwill and intangible assets
1,351
731
Other assets
6,231
4,761
Total assets
$
70,906
$
58,906
Liabilities
Reserve for losses and loss adjustment expenses
$
29,369
$
22,752
Unearned premiums
10,218
8,808
Reinsurance balances payable
2,137
2,000
Contractholder payables
2,165
1,817
Collateral held for insured obligations
249
259
Senior notes
2,728
2,726
Payable for securities purchased
181
247
Other liabilities
3,039
1,942
Total liabilities
50,086
40,551
Commitments and Contingencies (refer to Note 18)
Redeemable noncontrolling interests
—
2
Shareholders’ Equity
Non-cumulative preferred shares
830
830
Common shares ($0.0011 par, shares issued: 595.6 and 591.9)
1
1
Additional paid-in capital
2,510
2,327
Retained earnings
22,686
20,295
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 available to Arch
20,820
18,353
Total liabilities, noncontrolling interests and shareholders' equity
$
70,906
$
58,906
See Notes to Consolidated Financial Statements
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2024 FORM 10-K
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(U.S. dollars and shares in millions, except per share data)
Year Ended December 31,
2024
2023
2022
Revenues
Net premiums earned
$
15,100
$
12,440
$
9,679
Net investment income
1,495
1,023
496
Net realized gains (losses)
197
(165)
(663)
Other underwriting income
26
31
13
Equity in net income of investments accounted for using the equity method
580
278
115
Other income (loss)
42
27
(27)
Total revenues
17,440
13,634
9,613
Expenses
Losses and loss adjustment expenses
8,342
6,246
5,028
Acquisition expenses
2,651
2,312
1,740
Other operating expenses
1,472
1,301
1,128
Corporate expenses
200
102
95
Amortization of intangible assets
235
95
106
Interest expense
141
133
131
Net foreign exchange losses (gains)
(75)
60
(102)
Total expenses
12,966
10,249
8,126
Income before income taxes and income (loss) from operating affiliates
4,474
3,385
1,487
Income taxes:
Current tax expense (benefit)
397
288
201
Deferred tax expense (benefit)
(35)
(1,161)
(121)
Income tax expense (benefit)
362
(873)
80
Income (loss) from operating affiliates
200
184
75
Net income
$
4,312
$
4,442
$
1,482
Net (income) loss attributable to noncontrolling interests
—
1
(6)
Net income available to Arch
4,312
4,443
1,476
Preferred dividends
(40)
(40)
(40)
Net income available to Arch common shareholders
$
4,272
$
4,403
$
1,436
Net income per common share and common share equivalent
Basic
$
11.47
$
11.94
$
3.90
Diluted
$
11.19
$
11.62
$
3.80
Weighted average common shares and common share equivalents outstanding
Basic
372.5
368.7
368.6
Diluted
381.8
378.8
377.6
See Notes to Consolidated Financial Statements
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2024 FORM 10-K
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(U.S. dollars in millions)
Year Ended December 31,
2024
2023
2022
Comprehensive Income
Net income
$
4,312
$
4,442
$
1,482
Other comprehensive income (loss), net of deferred income tax
Unrealized appreciation (decline) in value of available-for-sale investments:
Unrealized holding gains (losses) arising during year
(23)
547
(1,772)
Reclassification of net realized (gains) losses, included in net income
81
400
247
Foreign currency translation adjustments
(102)
23
(56)
Comprehensive income (loss)
4,268
5,412
(99)
Net (income) loss attributable to noncontrolling interests
—
1
(6)
Comprehensive income available to Arch (loss)
$
4,268
$
5,413
$
(105)
See Notes to Consolidated Financial Statements
ARCH CAPITAL
104
2024 FORM 10-K
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(U.S. dollars in millions)
Year Ended December 31,
2024
2023
2022
Non-cumulative preferred shares
Balance at beginning and end of year
$
830
$
830
$
830
Common shares
Balance at beginning and end of year
1
1
1
Additional paid-in capital
Balance at beginning of year
2,327
2,211
2,085
Amortization of share-based compensation
133
93
88
Other changes
50
23
38
Balance at end of year
2,510
2,327
2,211
Retained earnings
Balance at beginning of year
20,295
15,892
14,456
Net income
4,312
4,442
1,482
Net (income) loss attributable to noncontrolling interests
—
1
(6)
Common share dividends
(1,881)
—
—
Preferred share dividends
(40)
(40)
(40)
Balance at end of year
22,686
20,295
15,892
Accumulated other comprehensive income (loss)
Balance at beginning of year
(676)
(1,646)
(65)
Unrealized appreciation (decline) in value of available-for-sale investments, net of deferred income tax:
Balance at beginning of year
(565)
(1,512)
13
Unrealized holding gains (losses) during period, net of reclassification adjustment
58
947
(1,525)
Balance at end of year
(507)
(565)
(1,512)
Foreign currency translation adjustments, net of deferred income tax:
Balance at beginning of year
(111)
(134)
(78)
Foreign currency translation adjustments
(102)
23
(56)
Balance at end of year
(213)
(111)
(134)
Balance at end of year
(720)
(676)
(1,646)
Common shares held in treasury, at cost
Balance at beginning of year
(4,424)
(4,378)
(3,761)
Shares repurchased for treasury
(63)
(46)
(617)
Balance at end of year
(4,487)
(4,424)
(4,378)
Total shareholders’ equity
$
20,820
$
18,353
$
12,910
See Notes to Consolidated Financial Statements
ARCH CAPITAL
105
2024 FORM 10-K
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in millions)
Year Ended December 31,
2024
2023
2022
Operating Activities
Net income
$
4,312
$
4,442
$
1,482
Adjustments to reconcile net income to net cash provided by operating activities:
Net realized (gains) losses
(185)
182
651
Equity in net (income) or loss of investments accounted for using the
equity method and other income or loss
(488)
(215)
154
Amortization of intangible assets
235
95
106
Share-based compensation
133
93
88
Changes in:
Reserve for losses and loss adjustment expenses, net of unpaid losses and loss adjustment expenses
recoverable
3,279
2,138
1,890
Unearned premiums, net of ceded unearned premiums
632
1,028
1,399
Premiums receivable
(818)
(981)
(1,110)
Deferred acquisition costs
(212)
(235)
(374)
Reinsurance balances payable
179
455
(36)
Deferred income tax assets, net
(35)
(1,161)
(121)
Other items, net
(359)
(92)
(313)
Net cash provided by operating activities
6,673
5,749
3,816
Investing Activities
Purchases of fixed maturity investments
(31,290)
(18,062)
(16,390)
Purchases of equity securities
(1,423)
(456)
(797)
Purchases of other investments
(3,485)
(2,171)
(1,720)
Proceeds from sales of fixed maturity investments
26,245
14,105
11,844
Proceeds from sales of equity securities
1,101
288
1,554
Proceeds from sales, redemptions and maturities of other investments
1,858
768
1,220
Proceeds from redemptions and maturities of fixed maturity investments
2,036
781
715
Net settlements of derivative instruments
(5)
50
(69)
Net (purchases) sales of short-term investments
(269)
(696)
467
Acquisitions, net of cash
852
—
—
Purchases of fixed assets
(51)
(52)
(50)
Other
(30)
(23)
125
Net cash used for investing activities
(4,461)
(5,468)
(3,101)
Financing Activities
Purchases of common shares under share repurchase program
(24)
—
(586)
Proceeds from common shares issued, net
7
(2)
6
Third party investment in redeemable noncontrolling interests
—
(22)
—
Common dividends paid
(1,866)
—
—
Preferred dividends paid
(40)
(40)
(40)
Other
(2)
(5)
(86)
Net cash provided by (used for) financing activities
(1,925)
(69)
(706)
Effects of exchange rate changes on foreign currency cash and restricted cash
(25)
13
(50)
Increase (decrease) in cash and restricted cash
262
225
(41)
Cash and restricted cash, beginning of year
1,498
1,273
1,314
Cash and restricted cash, end of year
$
1,760
$
1,498
$
1,273
Income taxes paid (received)
$
378
$
267
$
255
Interest paid
$
127
$
127
$
128
See Notes to Consolidated Financial Statements
ARCH CAPITAL
106
2024 FORM 10-K
1.
General
Arch Capital Group Ltd. (“Arch Capital,” “Arch” or the
“Company”) is a publicly listed Bermuda exempted company
which provides insurance, reinsurance and mortgage
insurance on a worldwide basis through its wholly owned
subsidiaries. As used herein, the Company means Arch
Capital and its subsidiaries. Similarly, “Common Shares”
means the common shares of Arch Capital.
The Company has reclassified the presentation of certain
prior year information to conform to the current presentation.
Such reclassifications had no effect on the Company’s net
income, shareholders’equity or cash flows. All amounts are
in millions, except per share amounts, unless otherwise
noted.
2.
Acquisition
On August 1, 2024, the Company completed the acquisition
of Allianz’s U.S Middle Market Property & Casualty
Insurance and U.S. Entertainment Property and Casualty
Insurance Business (“MCE Acquisition”). This business is
written by Fireman’s Fund Insurance Company, an affiliate
of Allianz, and its subsidiaries (collectively, the “Business
Entities”), in each case, relating to relevant policies with
accident years 2016 and onwards (collectively, the
“Business”), as well as certain assets of Allianz and its
affiliates related to the Business. In connection with the
acquisition of the Business, the Company also entered into
certain reinsurance agreements relating to the Business and
the Business Entities and other agreements providing for
administration and other services for the Business Entities by
the Company for the applicable policies being reinsured
following the closing. The acquisition of the Business is an
important part of the Company’s growth strategy, and
provides a ballast to our existing insurance business. It
further enhances the Company’s capabilities in the U.S.
middle markets and represents an attractive way to enter a
new niche entertainment insurance market.
Aggregate cash consideration for the transaction was $450
million. Direct costs related to the acquisition are immaterial,
and were expensed as incurred. These include one-time costs
that are directly attributable to third party consulting fees and
other professional and legal fees related to the acquisition.
Such costs are included within ‘corporate expenses’ in the
consolidated statement of income. The Business acquired is
included within the Company’s insurance segment beginning
from the acquisition date.
The following table summarizes the Company’s allocation of
the purchase price to the acquired assets and liabilities
assumed based on estimated fair values on August 1, 2024.
The fair value of the assets and liabilities are preliminary and
may change with offsetting adjustments to goodwill. The
Company may make further adjustments to its purchase price
allocation through the end of the permissible one-year
measurement period.
Total
Useful Life
Purchase price
Cash paid (a)
$
450
Assets Acquired
Cash and investments, at fair value
$
2,332
Premiums receivable, net of commissions
265
Intangible asset -- distribution relationships
220
10 years
Intangible asset -- value of business acquired
165
1-2 years
Intangible asset -- other (1)
178
5-7 years
Other assets acquired
167
Total assets acquired
$
3,327
Liabilities Acquired
Reserves for losses and loss adjustment
expenses
$
2,418
Unearned premiums
636
Other liabilities acquired
69
Total liabilities acquired
3,123
Identifiable net assets acquired (b)
$
204
Goodwill (a) - (b)
$
246
(1) Includes $128 million related to the net fair value adjustment to reserves
for loss and loss adjustment expenses on August 1, 2024.
The Company recognized goodwill of $246 million that is
primarily attributed to the expanded presence and long-term
growth opportunities in the insurance market provided by this
strategic acquisition. Approximately $565 million of the
acquired goodwill and intangibles is expected to be
deductible for income tax purposes. At the date of the
acquisition, the Company established a net deferred tax asset
of $24 million related to the estimated fair value of reserves
for losses and loss adjustment expenses and unearned
premiums.
Intangible assets resulting from the acquisition are amortized
as part of ‘amortization of intangible assets’ in the
Company’s
consolidated
statements
of
income.
The
significant fair value adjustments and related future
amortization are as follows:
Value of business acquired (“VOBA”)— which represents the
present value of the expected underwriting profit within the
unearned premium liability, less costs to service the related
policies and a risk premium. The fair value of VOBA was
determined after taking into consideration certain key
assumptions, including the estimated cost of capital,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
107
2024 FORM 10-K
investment yield, loss ratio and related expenses;
Reserves for losses and loss adjustment expenses—to reflect
a decrease related to the present value of the reserve for
losses and loss adjustment expenses based on the estimated
payout patterns, partially offset by an increase in losses and
loss adjustment expenses related to the estimated market
based risk margin. The risk margin represents the estimated
costs of capital required by a market participant to assume the
losses and loss adjustment expenses. The fair value of the
reserve for losses and loss adjustment expenses was
determined after taking into consideration certain key
assumptions, including the estimated cost of capital, and
investment yield.
Distribution relationships—the value of the distribution
relationships was determined after taking into consideration
certain key assumptions, including the estimated cost of
capital, investment yield, retention rates, loss ratios, related
expenses and effective tax rates that would impact the
expected cash flows from Business policies written on a go
forward basis.
The results of the acquired Business have been included in
the Company’s consolidated financial statements beginning
as of their acquisition date. It is impracticable to provide
historical supplemental pro forma financial information along
with revenue and earnings subsequent to the acquisition due
to a variety of factors, including access to historical
information and the operations of acquirees being integrated
within the Company shortly after closing and not operating as
discrete operations within the Company’s organizational
structure.
3.
Significant Accounting Policies
(a) Basis of Presentation
The consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in
the United States of America (“GAAP”) and include the
accounts of Arch Capital and its subsidiaries, including Arch
Reinsurance Ltd. (“Arch Re Bermuda”), Arch Reinsurance
Company (“Arch Re U.S.”), Arch Capital Group (U.S.) Inc.
(“Arch-U.S.”), Arch Insurance Company, Arch Specialty
Insurance Company, Arch Property Casualty Insurance
Company (“Arch P&C”), Arch Indemnity Insurance
Company (“Arch Indemnity Insurance”), Arch Insurance
Canada Ltd. (“Arch Insurance Canada”), Arch Reinsurance
Europe Designated Activity Company (“Arch Re Europe”),
Arch Mortgage Insurance Company (“AMIC”), Arch
Mortgage Guaranty Company (“AMG”), United Guaranty
Residential Insurance Company (“UGRIC”), Arch Lenders
Mortgage Indemnity Ltd. (“Arch Indemnity”), Arch
Insurance (EU) Designated Activity Company (“Arch
Insurance (EU)”), Arch Insurance (U.K.) Limited (“Arch
Insurance (U.K.)”) and the Company’s participation on
Lloyd’s of London syndicates: 2012 (“Arch Syndicate 2012”)
and 1955 (“Arch Syndicate 1955” and together with Arch
Syndicate 2012, the Company’s “Lloyd’s Syndicates”). All
significant intercompany transactions and balances have been
eliminated in consolidation.
The preparation of financial statements in conformity with
GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ materially from those estimates and
assumptions. The Company’s principal estimates include:
•
The reserve for losses and loss adjustment expenses;
•
Reinsurance recoverable on unpaid and paid losses and
loss adjustment expenses, including the provision for
uncollectible amounts;
•
Estimates of written and earned premiums;
•
The valuation of the investment portfolio and assessment
of allowance for credit losses;
•
The valuation of purchased intangible assets;
•
The assessment of goodwill and intangible assets for
impairment; and
•
The valuation of deferred income tax assets.
(b) Premium Revenues and Related Expenses
Insurance. Insurance premiums written are generally
recorded at the policy inception and are primarily earned on a
pro rata basis over the terms of the policies for all products,
usually 12 months. Premiums written include estimates that
are derived from multiple sources which include the
historical experience of the underlying business, similar
business and available industry information. Unearned
premium reserves represent the portion of premiums written
that relates to the unexpired terms of in-force insurance
policies.
Reinsurance. Reinsurance premiums written include amounts
reported by brokers and ceding companies, supplemented by
the Company’s own estimates of premiums where reports
have not been received. The determination of premium
estimates requires a review of the Company’s experience
with the ceding companies, familiarity with each market, the
timing of the reported information, an analysis and
understanding of the characteristics of each line of business,
and management’s judgment of the impact of various factors,
including premium or loss trends, on the volume of business
written and ceded to the Company. On an ongoing basis, the
Company’s underwriters review the amounts reported by
these third parties for reasonableness based on their
experience and knowledge of the subject class of business,
taking into account the Company’s historical experience with
the brokers or ceding companies. In addition, reinsurance
contracts under which the Company assumes business
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
108
2024 FORM 10-K
generally contain specific provisions which allow the
Company to perform audits of the ceding company to ensure
compliance with the terms and conditions of the contract,
including accurate and timely reporting of information. Based
on a review of all available information, management
establishes premium estimates where reports have not been
received. Premium estimates are updated when new
information is received and differences between such
estimates and actual amounts are recorded in the period in
which estimates are changed or the actual amounts are
determined.
Reinsurance premiums written are recorded based on the type
of contracts the Company writes. Premiums on the
Company’s excess of loss and pro rata reinsurance contracts
are estimated when the business is underwritten. For excess
of loss contracts, premiums are recorded as written based on
the terms of the contract. Estimates of premiums written
under pro rata contracts are recorded in the period in which
the underlying risks are expected to incept and are based on
information provided by the brokers and the ceding
companies. For multi-year reinsurance treaties which are
payable in annual installments, generally, only the initial
annual installment is included as premiums written at policy
inception due to the ability of the reinsured to commute or
cancel coverage during the term of the policy. The remaining
annual installments are included as premiums written at each
successive anniversary date within the multi-year term.
Reinsurance premiums written, irrespective of the class of
business, are generally earned on a pro rata basis over the
terms of the underlying policies or reinsurance contracts.
Contracts and policies written on a “losses occurring” basis
cover claims that may occur during the term of the contract
or policy, which is typically 12 months. Accordingly, the
premium is earned evenly over the term. Contracts which are
written on a “risks attaching” basis cover claims which attach
to the underlying insurance policies written during the terms
of such contracts. Premiums earned on such contracts usually
extend beyond the original term of the reinsurance contract,
typically resulting in recognition of premiums earned over a
24-month period. Certain of the Company’s reinsurance
contracts include provisions that adjust premiums or
acquisition expenses based upon the experience under the
contracts. Premiums written and earned, as well as related
acquisition expenses, are recorded based upon the projected
experience under such contracts.
The Company also writes certain reinsurance business that is
intended to provide insurers with risk management solutions
that complement traditional reinsurance. Under these
contracts, the Company assumes a measured amount of
insurance risk in exchange for an anticipated margin, which
is typically lower than on traditional reinsurance contracts.
The terms and conditions of these contracts may include
additional or return premiums based on loss experience, loss
corridors, sublimits and caps. Examples of such business
include aggregate stop-loss coverages, financial quota share
coverages and multi-year retrospectively rated excess of loss
coverages. If these contracts are deemed to transfer risk, they
are accounted for as reinsurance. Otherwise, such contracts
are accounted for under the deposit method.
Mortgage. Mortgage guaranty insurance policies are
contracts that are generally non-cancelable by the insurer, are
renewable at a fixed price, and provide for payment of
premiums on a monthly, annual or single basis. Upon
renewal, the Company is not able to re-underwrite or re-price
its policies. Consistent with industry accounting practices,
premiums written on a monthly basis are earned as coverage
is provided. Premiums written on an annual basis are
amortized on a monthly pro rata basis over the year of
coverage. Primary mortgage insurance premiums written on
policies covering more than one year are referred to as single
premiums. A portion of the revenue from single premiums is
recognized in premiums earned in the current period, and the
remaining portion is deferred as unearned premiums and
earned over the estimated expiration of risk of the policy. If
single premium policies related to insured loans are canceled
due to repayment by the borrower and the policy is a non-
refundable product, the remaining unearned premium related
to each canceled policy is recognized as earned premium
upon notification of the cancellation.
Unearned premiums for the Company’s mortgage operations
represent the portion of premiums written that is applicable to
the estimated unexpired risk of insured loans. A portion of
premium payments may be refundable if the insured cancels
coverage, which generally occurs when the loan is repaid, the
loan amortizes to a sufficiently low amount to trigger a lender
permitted or legally required cancellation, or the value of the
property has increased sufficiently in accordance with the
terms of the contract. Premium refunds reduce premiums
earned in the consolidated statements of income. Generally,
only unearned premiums are refundable.
Reinstatement premiums for the Company’s insurance and
reinsurance operations are recognized at the time a loss event
occurs, where coverage limits for the remaining life of the
contract are reinstated under pre-defined contract terms.
Reinstatement premiums, if obligatory, are fully earned when
recognized. The accrual of reinstatement premiums is based
on an estimate of losses and loss adjustment expenses, which
reflects management’s judgment.
Premium estimates are reviewed by management at least
quarterly. Such review includes a comparison of actual
reported premiums to expected ultimate premiums along with
a review of the aging and collection of premium estimates.
Based on management’s review, the appropriateness of the
premium estimates is evaluated, and any adjustment to these
estimates is recorded in the period in which it becomes
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
109
2024 FORM 10-K
known. Adjustments to premium estimates could be material
and such adjustments could directly and significantly impact
earnings favorably or unfavorably in the period they are
determined because the estimated premium may be fully or
substantially earned. A significant portion of amounts
included as premiums receivable, which represent estimated
premiums written, net of commissions, are not currently due
based on the terms of the underlying contracts.
Premiums receivable include amounts receivable from
agents, brokers and insured that are both currently due and
amounts not yet due on insurance, reinsurance and mortgage
insurance policies. Premiums receivable balances are
reported net of an allowance for expected credit losses. The
Company monitors credit risk associated with premiums
receivable
through
its
ongoing
review
of
amounts
outstanding, aging of the receivable, historical loss data, and
counterparty financial strength measures. The allowance also
includes estimated uncollectible amounts related to dispute
risk. In certain instances, credit risk may be reduced by the
Company’s right to offset loss obligations or unearned
premiums against premiums receivable. Any allowance for
credit losses is charged to net realized gains (losses) in the
period the receivable is recorded and revised in subsequent
periods to reflect changes in the Company’s estimate of
expected credit losses. See note 7, for additional information.
Acquisition Costs. Acquisition costs that are directly related
and incremental to the successful acquisition or renewal of
business are deferred and amortized based on the type of
contract. The Company’s insurance and reinsurance
operations capitalize incremental direct external costs that
result from acquiring a contract but do not capitalize salaries,
benefits and other internal underwriting costs. For the
Company’s mortgage insurance operations, which include a
substantial direct sales force, both external and certain
internal direct costs are deferred and amortized. For property
and casualty insurance and reinsurance contracts, deferred
acquisition costs are amortized over the period in which the
related premiums are earned. Consistent with mortgage
insurance industry accounting practice, amortization of
acquisition costs related to the mortgage insurance contracts
for each underwriting year’s book of business is recorded in
proportion to estimated gross profits. Estimated gross profits
are comprised of earned premiums and losses and loss
adjustment expenses. For each underwriting year, the
Company estimates the rate of amortization to reflect actual
experience and any changes to persistency or loss
development.
Deferred acquisition costs are carried at their estimated
realizable value and take into account anticipated losses and
loss adjustment expenses, based on historical and current
experience, and anticipated investment income.
A premium deficiency occurs if the sum of anticipated losses
and loss adjustment expenses, unamortized acquisition costs
and maintenance costs exceed unearned premiums (including
expected future premiums) and anticipated investment
income. A premium deficiency reserve (“PDR”) is recorded
by charging any unamortized acquisition costs to expense to
the extent required in order to eliminate the deficiency. If the
premium deficiency exceeds unamortized acquisition costs
then a liability is accrued for the excess deficiency.
To assess the need for a PDR on mortgage exposures, the
Company develops loss projections based on modeled loan
defaults related to its current policies in force. This projection
is based on recent trends in default experience, severity and
rates of defaulted loans moving to claim, as well as recent
trends in the rate at which loans are prepaid, and incorporates
anticipated interest income. Evaluating the expected
profitability of the Company’s existing mortgage insurance
business and the need for a PDR for its mortgage business
involves significant reliance upon assumptions and estimates
with regard to the likelihood, magnitude and timing of
potential losses and premium revenues. No premium
deficiency charges were recorded by the Company during
2024, 2023 or 2022.
(c) Deposit Accounting
Certain assumed reinsurance contracts that are deemed not to
transfer insurance risk, are accounted for using the deposit
method of accounting. However, it is possible that the
Company could incur financial losses on such contracts.
Management
exercises
significant
judgment
in
the
assumptions used in determining whether assumed contracts
should be accounted for as reinsurance contracts or deposit
contracts. For those contracts that contain only significant
underwriting risk, the estimated profit margin is deferred and
amortized over the contract period and such amount is
included in the Company’s underwriting results. When the
estimated profit margin is explicit, the margin is reflected as
other underwriting income and any adverse financial results
on such contracts are reflected as incurred losses. When the
estimated profit margin is implicit, the margin is reflected as
an offset to paid losses and any adverse financial results on
such contracts are reflected as incurred losses. Additional
judgments are required when applying the accounting
guidance with respect to the revenue recognition criteria for
contracts deemed to transfer only significant underwriting
risk. For those contracts that contain only significant timing
risk, an accretion rate is established at inception of the
contract based on actuarial estimates whereby the deposit
accounting liability is increased to the estimated amount
payable over the contract term. The accretion on the deposit
is based on the expected rate of return required to fund the
expected future payment obligations. Periodically the
Company reassesses the estimated ultimate liability and the
related expected rate of return. The accretion of the deposit
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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accounting liability as well as changes to the estimated
ultimate liability and the accretion rate would be reflected as
part of interest expense in the Company’s results of
operations. Any negative accretion in a deposit accounting
liability is shown in other underwriting income in the
Company’s results of operations.
Under some of these contracts, the ceding company retains
the related assets on a funds held basis. Such amounts are
included in “Other assets” on the Company’s balance sheet.
Interest income produced by those assets are recorded as part
of net investment income in the Company's results of
operations.
(d) Retroactive Reinsurance
Retroactive reinsurance reimburses a ceding company for
liabilities incurred as a result of past insurable events covered
by the underlying policies reinsured. In certain instances,
reinsurance contracts cover losses both on a prospective basis
and on a retroactive basis and, accordingly, the Company
bifurcates the prospective and retrospective elements of these
reinsurance contracts and accounts for each element
separately where practical. Underwriting income generated in
connection with retroactive reinsurance contracts is deferred
and amortized into income over the settlement period while
losses are charged to income immediately. Subsequent
changes in estimated amount or timing of cash flows under
such retroactive reinsurance contracts are accounted for by
adjusting the previously deferred amount to the balance that
would have existed had the revised estimate been available at
the inception of the reinsurance transaction, with a
corresponding charge or credit to income.
(e) Reinsurance Ceded
In the normal course of business, the Company purchases
reinsurance to increase capacity and to limit the impact of
individual losses and events on its underwriting results by
reinsuring certain levels of risk with other insurance
enterprises or reinsurers. The Company uses pro rata, excess
of loss and facultative reinsurance contracts. Reinsurance
ceding commissions that represent a recovery of acquisition
costs are recognized as a reduction to acquisition costs while
the remaining portion is deferred. The accompanying
consolidated statement of income reflects premiums and
losses and loss adjustment expenses and acquisition costs, net
of reinsurance ceded. See note 8, for information on the
Company's reinsurance usage. Reinsurance premiums ceded
and unpaid losses and loss adjustment expenses recoverable
are estimated in a manner consistent with that of the original
policies issued and the terms of the reinsurance contracts. If
the reinsurers are unable to satisfy their obligations under the
agreements, the Company’s insurance or reinsurance
subsidiaries would be liable for such defaulted amounts.
Reinsurance recoverables are recorded as assets, predicated
on the reinsurers’ ability to meet their obligations under the
reinsurance agreements. In certain instances, the Company
obtains collateral, including letters of credit and trust
accounts to further reduce the credit exposure on its
reinsurance
recoverables.
The
Company
reports
its
reinsurance recoverables net of an allowance for expected
credit loss. The allowance is based upon the Company’s
ongoing review of amounts outstanding, the financial
condition of its reinsurers, amounts and form of collateral
obtained and other relevant factors. A ratings based
probability-of-default and loss-given-default methodology is
used to estimate the allowance for expected credit loss. Any
allowance for credit losses is charged to net realized gains
(losses) in the period the recoverable is recorded and revised
in subsequent periods to reflect changes in the Company’s
estimate of expected credit losses. See note 7, for additional
information.
(f) Cash
Cash includes cash equivalents, which are investments with
original maturities of three months or less which are not part
of the investment portfolio.
(g) Restricted Cash
Restricted cash represents amounts held for the benefit of
third parties or is legally or contractually restricted as to
withdrawal or usage by the Company. Such amounts are
included in “Other assets” on the Company’s balance sheet.
(h) Investments
The Company currently classifies substantially all of its fixed
maturity
investments
and
short-term
investments
as
“available for sale” and, accordingly, they are carried at
estimated fair value (also known as fair value) with the
changes in fair value recorded as an unrealized gain or loss
component of accumulated other comprehensive income in
shareholders’ equity. The fair value of fixed maturity
securities and equity securities is generally determined from
quotations received from nationally recognized pricing
services, or when such prices are not available, by reference
to broker or underwriter bid indications. Short-term
investments comprise securities due to mature within one
year of the date of issue. Short-term investments include
certain cash equivalents which are part of investment
portfolios under the management of external and internal
investment managers.
The Company’s investment portfolio includes certain funds
that, due to their ownership structure, are accounted for by
the Company using the equity method. In applying the equity
method, these investments are initially recorded at cost and
are subsequently adjusted based on the Company’s
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proportionate share of the net income or loss of the funds
(which include changes in the fair value of the underlying
securities in the funds). Such investments are generally
recorded on a one to three month lag based on the availability
of reports from the investment funds. Changes in the carrying
value of such investments are recorded in net income as
“Equity in net income (loss) of investments accounted for
using the equity method.” As such, fluctuations in the
carrying value of the investments accounted for using the
equity method may increase the volatility of the Company’s
reported results of operations.
The Company’s investment portfolio includes equity
securities that are accounted for at fair value. Such holdings
primarily include publicly traded common stocks. Dividend
income on equities is reflected in net investment income.
Changes in fair value on equity securities are included in
“Net realized gains (losses)” in the consolidated statement of
income.
The Company elected to carry certain fixed maturity
securities, equity securities, short-term investments and other
investments at fair value under the fair value option afforded
by accounting guidance regarding the fair value option for
financial assets and liabilities. The fair value for certain of
the Company’s other investments are determined using net
asset values (“NAVs”) as advised by external fund managers.
The NAV is based on the fund manager’s valuation of the
underlying holdings in accordance with the fund’s governing
documents.
Changes in fair value of investments accounted for using the
fair value option are included in “Net realized gains (losses).”
The primary reasons for electing the fair value option were to
address simplification and cost-benefit considerations.
The Company invests in reverse repurchase agreements that
are
generally
treated
as
collateralized
receivables.
Receivables for reverse repurchase agreements are reflected
in “Other investments” or “Short-term investments” in the
Company's consolidated balance sheet depending on their
terms. These agreements are recorded at their contracted
resale amount plus accrued interest, other than those that are
accounted for at fair value. In reverse repurchase
transactions, the Company obtains an interest in the
purchased assets that are received as collateral.
The Company invests in limited partner interests and shares
of limited liability companies. Such amounts are included in
investments accounted for using the equity method and other
investments. These investments can often have characteristics
of a variable interest entity (“VIE”). A VIE refers to entities
that have characteristics such as (i) insufficient equity at risk
to allow the entity to finance its activities without additional
financial support or (ii) instances where the equity investors,
as a group, do not have the characteristic of a controlling
financial interest. If the Company is determined to be the
primary beneficiary, it is required to consolidate the VIE. The
primary beneficiary is defined as the variable interest holder
that is determined to have the controlling financial interest as
a result of having both (i) the power to direct the activities of
a VIE that most significantly impact the economic
performance of the VIE and (ii) the obligation to absorb
losses or right to receive benefits from the VIE that could
potentially be significant to the VIE. At inception of the VIE
as well as on an ongoing basis, the Company determines
whether it is the primary beneficiary based on an analysis of
the Company’s level of involvement in the VIE, the
contractual terms, and the overall structure of the VIE. The
Company's maximum exposure to loss with respect to these
investments is limited to the investment carrying amounts
reported in the Company's consolidated balance sheet and
any unfunded commitment.
The Company conducts a periodic review to identify and
evaluate credit based impairments related to the Company’s
available for sale investments. The Company derives
estimated credit losses by comparing expected future cash
flows to be collected to the amortized cost of the security.
Estimates of expected future cash flows consider among
other things, macroeconomic conditions as well as the
financial condition, near-term and long-term prospects for the
issuer, and the likelihood of the recoverability of principal
and interest. Effective January 1, 2020, credit losses are
recognized through an allowance account subject to reversal,
rather than a reduction in amortized cost. Declines in value
attributable to factors other than credit are reported as an
unrealized loss in other comprehensive income while the
allowance for credit loss is charged to net realized gains
(losses) in the consolidated statement of income.
For available for sale investments that the Company intends
to sell or for which it is more likely than not that the
Company would be required to sell before an anticipated
recovery in value, the full amount of the impairment is
included in net realized gains (losses). The new cost basis of
the investment is the previous amortized cost basis reduced
by the impairment recognized in net realized gains (losses).
The new cost basis is not adjusted for any subsequent
recoveries in fair value.
The Company reports accrued investment income separately
from investment balances and has elected not to measure an
allowance for credit losses for accrued investment income.
Any uncollectible accrued interest income is written off in
the period it is deemed uncollectible.
Net investment income includes interest and dividend income
together with amortization of market premiums and discounts
and is net of investment management and custody fees.
Anticipated prepayments and expected maturities are used in
applying the interest method for certain investments such as
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mortgage and other asset-backed securities. When actual
prepayments
differ
significantly
from
anticipated
prepayments, the effective yield is recalculated to reflect
actual payments to date and anticipated future payments. The
net investment in such securities is adjusted to the amount
that would have existed had the new effective yield been
applied since the acquisition of the security. Such
adjustments, if any, are included in net investment income
when determined.
Investment gains or losses realized on the sale of
investments, except for certain fund investments, are
determined on a first-in, first-out basis and are reflected in
net income. Investment gains or losses realized on the sale of
certain fund investments are determined on an average cost
basis. Unrealized appreciation or decline in the value of
available for sale securities, which are carried at fair value, is
excluded from net income and recorded as a separate
component of accumulated other comprehensive income, net
of applicable deferred income tax.
(i) Derivative Instruments
The Company recognizes all derivative instruments,
including embedded derivative instruments, at fair value in
its consolidated balance sheets. The Company employs the
use of derivative instruments within its operations to mitigate
risks arising from assets and liabilities held in foreign
currencies as well as part of its overall investment strategy.
For such instruments, changes in assets and liabilities
measured at fair value are recorded as “Net realized gains
(losses)” in the consolidated statements of income. In
addition, the Company’s derivative instruments include
amounts related to underwriting activities where an insurance
or reinsurance contract meets the accounting definition of a
derivative instrument. For such contracts, changes in fair
value are reflected in “Other underwriting income” in the
consolidated statements of income as the underlying contract
originates from the Company’s underwriting operations. For
the periods ended 2024, 2023, and 2022, the Company did
not designate any derivative instruments as hedges under the
relevant accounting guidance. See note 11, for additional
information.
(j) Reserves for Losses and Loss Adjustment Expenses
Insurance and Reinsurance. The reserve for losses and loss
adjustment expenses consists of estimates of unpaid reported
losses and loss adjustment expenses and estimates for losses
incurred but not reported. The reserve for unpaid reported
losses and loss adjustment expenses, established by
management based on reports from ceding companies and
claims from insureds, excludes estimates of amounts related
to losses under high deductible policies, and represents the
estimated ultimate cost of events or conditions that have been
reported to or specifically identified by the Company. Such
reserves are supplemented by management’s estimates of
reserves for losses incurred for which reports or claims have
not been received. The Company’s reserves are based on a
combination of reserving methods, incorporating both
Company and industry loss development patterns. The
Company selects the initial expected loss and loss adjustment
expense ratios based on information derived by its
underwriters and actuaries during the initial pricing of the
business, supplemented by industry data where appropriate.
Such ratios consider, among other things, rate changes and
changes in terms and conditions that have been observed in
the market. These estimates are reviewed regularly and, as
experience develops and new information becomes known,
the reserves are adjusted as necessary. Such adjustments, if
any, are reflected in income in the period in which they are
determined. As actual loss information has been reported, the
Company has developed its own loss experience and its
reserving methods include other actuarial techniques. Over
time, such techniques have been given further weight in its
reserving process based on the continuing maturation of the
Company’s reserves. Inherent in the estimates of ultimate
losses and loss adjustment expenses are expected trends in
claims severity and frequency and other factors which may
vary significantly as claims are settled. Accordingly, ultimate
losses and loss adjustment expenses may differ materially
from the amounts recorded in the accompanying consolidated
financial statements. Losses and loss adjustment expenses are
recorded on an undiscounted basis, except for excess
workers’ compensation and employers’ liability business
written by the Company’s insurance operations.
Mortgage. The reserves for mortgage guaranty insurance
losses and loss adjustment expenses are the estimated claim
settlement costs on notices of delinquency that have been
received by the Company, as well as loan delinquencies that
have been incurred but have not been reported by the lenders.
Consistent with primary mortgage insurance industry
accounting practice, the Company does not establish loss
reserves for future claims on insured loans that are not
currently delinquent (defined as two or more payments in
arrears). The Company establishes loss reserves on a case-by-
case basis when insured loans are reported delinquent using
estimated claim rates and average claim sizes for each cohort,
net of any salvage recoverable. The Company also reserves
for delinquencies that have occurred but have not yet been
reported to the Company prior to the close of an accounting
period. To determine this reserve, the Company estimates the
number of delinquencies not yet reported using historical
information regarding late reported delinquencies and applies
estimated claim rates and claim sizes for the estimated
delinquencies not yet reported.
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The establishment of reserves across the Company’s
segments is an inherently uncertain process, are necessarily
based on estimates, and the ultimate net cost may vary from
such estimates. The methods for making such estimates and
for establishing the resulting liability are reviewed and
updated using the most current information available. Any
resulting adjustments, which may be material, are reflected in
current operations.
(k) Contractholder Receivables and Payables and Collateral
Held for Insured Obligations
Certain insurance policies written by the Company’s U.S.
insurance operations feature large deductibles, primarily in its
construction and national accounts line of business. Under
such contracts, the Company is obligated to pay the claimant
for the full amount of the claim. The Company is
subsequently reimbursed by the policy holder for the
deductible amount. These amounts are included on a gross
basis in the consolidated balance sheet as contractholder
payables and contractholder receivables. In the event that the
Company is unable to collect from the policyholder, the
Company would be liable for such defaulted amounts.
Collateral, primarily in the form of letters of credit, cash and
trusts, is obtained from the policyholder to mitigate the
Company’s credit risk. In the instances where the Company
receives collateral in the form of cash, the Company reflects
it in “Collateral held for insured obligations.”
Contractholder receivables are reported net of an allowance
for expected credit losses. The allowance is based upon the
Company’s ongoing review of amounts outstanding, changes
in policyholder credit standing, amounts and form of
collateral obtained, and other relevant factors. A ratings
based
probability-of-default
and
loss-given-default
methodology is used to estimate the allowance for expected
credit losses. Any allowance for credit losses is charged to
net realized gains (losses) in the period the receivable is
recorded and revised in subsequent periods to reflect changes
in the Company’s estimate of expected credit losses. See note
7, for additional information.
(l) Foreign Exchange
Assets and liabilities of foreign operations whose functional
currency is not the U.S. Dollar are translated at the prevailing
exchange rates at each balance sheet date. Revenues and
expenses of such foreign operations are translated at average
exchange rates during the year. The net effect of the
translation adjustments for foreign operations is included in
accumulated other comprehensive income, net of applicable
deferred income tax. Monetary assets and liabilities, such as
premiums receivable and the reserve for losses and loss
adjustment expenses, denominated in foreign currencies are
revalued at the exchange rate in effect at the balance sheet
date with the resulting foreign exchange gains and losses
included in net income. Accounts that are classified as non-
monetary, such as deferred acquisition costs and the unearned
premium reserves, are not revalued. In the case of foreign
currency denominated fixed maturity securities which are
classified as “available for sale,” the change in exchange
rates between the local currency in which the investments are
denominated and the Company’s functional currency at each
balance sheet date is included in unrealized appreciation or
decline in value of securities, a component of accumulated
other comprehensive income, net of applicable deferred
income tax.
(m) Income Taxes
Deferred income taxes reflect the expected future tax
consequences of temporary differences between the carrying
amounts of assets and liabilities for financial reporting
purposes and amounts used for income tax purposes. A
valuation allowance is recorded if it is more likely than not
that some or all of a deferred income tax asset may not be
realized. The Company considers future taxable income and
feasible tax planning strategies in assessing the need for a
valuation allowance. In the event the Company determines
that it will not be able to realize all or part of its deferred
income tax assets in the future, an adjustment to the deferred
income tax assets would be charged to income in the period
in which such determination is made. In addition, if the
Company subsequently assesses that the valuation allowance
is no longer needed, a benefit would be recorded to income in
the period in which such determination is made. See note 15,
for additional information.
The Company recognizes a tax benefit where it concludes
that it is more likely than not that the tax benefit will be
sustained on audit by the taxing authority based solely on the
technical merits of the associated tax position. If the
recognition threshold is met, the Company recognizes a tax
benefit measured at the largest amount of the tax benefit that,
in the Company’s judgment, is greater than 50% likely to be
realized. The Company records interest and penalties related
to unrecognized tax benefits in the provision for income
taxes.
On December 27, 2023 the Bermuda government enacted tax
legislation referred to as the Corporate Income Tax Act 2023
(“Bermuda CIT Act”). The Bermuda CIT Act establishes a
15% corporate income tax, for in-scope businesses, for fiscal
years beginning on or after January 1, 2025. The enacted
legislation includes a provision referred to as the Economic
Transition Adjustment, which requires Bermuda Constituent
entities to establish tax basis in their assets and liabilities,
excluding goodwill, based on fair value as of September 30,
2023. Fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the
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measurement date. See note 15, for additional information
regarding Company’s deferred income tax asset.
(n) Share-Based Payment Arrangements
The Company applies a fair value based measurement
method
in
accounting
for
its
share-based
payment
arrangements with eligible employees and directors.
Compensation expense is estimated based on the fair value of
the award at the grant date and is recognized in net income
over the requisite service period with a corresponding
increase in shareholders’ equity. No value is attributed to
awards that employees forfeit because they fail to satisfy
vesting conditions. The Company’s (i) time-based awards
generally vest over a three year period with one-third vesting
on the first, second and third anniversaries of the grant date
and (ii) performance-based awards cliff vest after each three
year performance period based on achievement of the
specified
performance
criteria.
The
share-based
compensation expense associated with awards that have
graded vesting features and vest based on service conditions
only is calculated on a straight-line basis over the requisite
service period for the entire award. Compensation expense
recognized in connection with performance awards is based
on the achievement of the specified performance and service
conditions. The final measure of compensation expense
recognized over the requisite service period reflects the final
performance outcome. During the recognition period
compensation expense is accrued based on the performance
condition that is probable of achievement. For awards
granted to retirement-eligible employees where no service is
required for the employee to retain the award, the grant date
fair value is immediately recognized as compensation
expense at the grant date because the employee is able to
retain the award without continuing to provide service. For
employees
near
retirement
eligibility,
attribution
of
compensation cost is over the period from the grant date to
the retirement eligibility date. These charges had no impact
on the Company’s cash flows or total shareholders’ equity.
See note 22, for information relating to the Company’s share-
based payment awards.
(o) Guaranty Fund and Other Related Assessments
Liabilities for guaranty fund and other related assessments in
the Company’s insurance and reinsurance operations are
accrued when the Company receives notice that an amount is
payable, or earlier if a reasonable estimate of the assessment
can be made.
(p) Treasury Shares
Treasury shares are common shares purchased by the
Company and not subsequently canceled. These shares are
recorded at cost and result in a reduction of the Company’s
shareholders’ equity in its Consolidated Balance Sheets.
(q) Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price of
business combination over the fair value of the net assets
acquired and is assigned to the applicable reporting unit at
acquisition. The annual goodwill impairment test was
performed as of October 1, 2024. Impairment tests may be
performed more frequently if the facts and circumstances
indicate a possible impairment. In performing impairment
tests, the Company may first assess qualitative factors to
determine whether it is more likely than not (that is, more
than a 50% probability) that the fair value of a reporting unit
exceeds its carrying amount as a basis for determining
whether it is necessary to perform goodwill impairment test
described in the accounting guidance.
Indefinite-lived intangible assets, such as insurance licenses
are evaluated for impairment similar to goodwill. Finite-lived
intangible assets and liabilities include the value of acquired
insurance and reinsurance contracts, which are estimated
based on the present value of future expected cash flows and
amortized in proportion to the estimated profits expected to
be realized. Other finite-lived intangible assets, including
customer lists, trade name and IT platforms, are amortized
over their useful lives. Finite-lived intangible assets and
liabilities are periodically reviewed for indicators of
impairment. An impairment is recognized when the carrying
amount is not recoverable from its undiscounted cash flows
and is measured as the difference between the carrying
amount and fair value.
If goodwill or intangible assets are impaired, such assets are
written down to their fair values with the related expense
recorded in the Company’s results of operations.
(r) Investment in Operating Affiliates
Investment in operating affiliates primarily represent the
Company’s investments in which it has significant influence
and which are accounted for under the equity method of
accounting. In applying the equity method of accounting,
investments in operating affiliates are initially recorded at
cost and are subsequently adjusted based on the Company’s
proportionate share of net income or loss of the operating
affiliate. The Company records its proportionate share of
other comprehensive income or loss of the operating affiliate
as a component of other comprehensive income. Adjustments
are based on the most recently available financial information
from the operating affiliate. Changes in the carrying value of
these investments are recorded in income (loss) from
operating affiliates.
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(s) Funds Held Arrangements
Funds held arrangements are agreements with a third party
reinsurance company, where the reinsured retains the related
assets on a funds held basis. Such amounts are included in
“Other assets” on the Company’s balance sheet. Investment
returns produced by those assets are recorded as part of net
investment income and net realized gains (losses) in the
Company's consolidated results of operations. Funds held as
collateral by the Company are included in “Other liabilities”
and changes to the funds held liability are reflected as part of
interest expense in the Company’s consolidated results of
operations.
(t) Recent Accounting Pronouncements
Recently Issued Accounting Standards Adopted
The Company adopted ASU 2020-04, “Facilitation of the
Effects of Reference Rate Reform on Financial Reporting,”
which was issued in March 2020 and amended in December
2022 with ASU 2022-06, “Reference Rate Reform (Topic
848)”. This ASU provides optional expedients and
exceptions for applying GAAP to investments, derivatives, or
other transactions that reference the London Interbank
Offered Rate (“LIBOR”) or another reference rate expected
to be discontinued because of reference rate reform. Along
with the optional expedients, the amendments include a
general principle that permits an entity to consider contract
modifications due to reference reform to be an event that
does not require contract re-measurement at the modification
date or reassessment of a previous accounting determination.
The adoption of this ASU did not have a material impact on
the Company’s consolidated financial statements.
The Company adopted ASU 2023-07, “Segment Reporting –
Improvements to Reportable Segments Disclosures,” which
was issued in November 2023. This ASU enhances public
entities’ segment disclosures by requiring the disclosures of
significant segment expenses that are regularly provided to
the chief operating decision maker (“CODM”), and included
within each reported measure of segment profit or loss. The
ASU also extends certain annual disclosures to interim
periods and allows the reporting of more than one measure of
segment profit or loss under certain conditions. The adoption
of this ASU did not have any effect on the Company’s
consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
ASU 2023-09, “Improvements to Income Tax Disclosures,”
was issued in December 2023 with the stated purpose of
enhancing the transparency and decision usefulness of
income tax disclosures. The amendments in ASU 2023-09
address investor requests for enhanced income tax
information
primarily
through
changes
to
the
rate
reconciliation and income taxes paid information. While
early adoption is permitted, a public entity should apply the
amendments in ASU 2023-09 prospectively to all annual
periods beginning after December 15, 2024. The Company is
currently evaluating the impact of this standard on the
Company’s consolidated financial statements and related
disclosures.
ASU 2024-03, “Disaggregation of Income Statement
Expenses” was issued in November 2024, which requires
disaggregated disclosure of income statement expenses for
public business entities. The ASU does not change the
expense captions an entity presents on the face of the income
statement; rather, it requires disaggregation of certain
expense captions into specified categories in disclosures
within the footnotes to the financial statements. The ASU is
effective for annual reporting periods beginning after
December 15, 2026, and interim reporting periods within
annual reporting periods beginning after December 15, 2027.
The requirements will be applied prospectively with the
option for retrospective application. Early adoption is
permitted. The Company is currently evaluating the impact of
this standard on the Company’s consolidated financial
statements and related disclosures.
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4.
Segment Information
The Company classifies its businesses into three segments –
insurance, reinsurance and mortgage. The Company
determined its segments using the management approach
described in accounting guidance regarding disclosures about
segments of an enterprise and related information. The
accounting policies of the segments are the same as those
used for the preparation of the Company’s consolidated
financial statements. Intersegment business is allocated to the
segment accountable for the underwriting results.
The Company’s insurance, reinsurance and mortgage
segments each have managers who are responsible for the
overall profitability of their respective segments and who are
directly accountable to the Company’s CODMs, the Chief
Executive Officer of Arch Capital and the Chief Financial
Officer and Treasurer of Arch Capital. The CODMs do not
assess performance, measure return on equity or make
resource allocation decisions on a line of business basis.
Management measures segment performance for its three
segments based on underwriting income or loss. The
Company does not manage its assets by segment, with the
exception of goodwill and intangible assets, and, accordingly,
investment income is not allocated to each underwriting
segment.
The Company’s insurance segment primarily consists of
commercial insurance lines of business, with a focus on
specialty insurance products. These products are mainly
offered in North America, Bermuda, the United Kingdom,
continental Europe and Australia. Products offered in North
America include: commercial automobile; commercial
multiperil; other liability—claims made, which includes
financial and professional lines; other liability—occurrence,
which includes admitted and excess and surplus casualty
lines;
property
and
short-tail
specialty;
workers
compensation; and other. Products offered across the
Company’s International units include: property and short-
tail specialty; and casualty and other.
The Company’s reinsurance segment offers reinsurance
products on a worldwide basis. Product lines of business
include: casualty; marine and aviation; other specialty;
property
catastrophe;
property
excluding
property
catastrophe; and other.
The Company’s mortgage segment consists of U.S. primary
mortgage insurance business written predominantly on loans
sold to the Federal National Mortgage Association (“Fannie
Mae”) and the Federal Home Loan Mortgage Corporation
(“Freddie Mac”), each a government sponsored entity
(“GSE”) and also through non GSE approved entities
(combined “Arch MI U.S.”); reinsurance and underwriting
services related to U.S. credit-risk transfer (“CRT”) business
which are predominately with the GSEs and other U.S.
mortgage
reinsurance
transactions;
and
international
mortgage insurance and reinsurance business covering loans
primarily in Australia and Europe.
The Company’s results also include net investment income,
net realized gains or losses (which includes realized and
unrealized changes in the fair value of equity securities and
assets accounted for using the fair value option, realized and
unrealized gains or losses on derivative instruments, changes
in the allowance for credit losses on financial assets and gains
or losses realized from the acquisition or disposition of
subsidiaries), equity in net income or loss of investment
funds accounted for using the equity method, other income
(loss), corporate expenses, transaction costs and other,
amortization of intangible assets, interest expense, net foreign
exchange gains or losses, income tax items, income or loss
from operating affiliates and items related to the Company’s
non-cumulative preferred shares.
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The following tables summarize the Company’s underwriting income or loss by segment, together with a reconciliation of
underwriting income or loss to net income available to Arch common shareholders, summary information regarding net
premiums written and earned by major line of business and net premiums written by location:
Year Ended December 31, 2024
Insurance
Reinsurance
Mortgage
Total
Gross premiums written (1)
$
9,053
$
11,112
$
1,351
$
21,511
Premiums ceded (1)
(2,179)
(3,366)
(239)
(5,779)
Net premiums written
6,874
7,746
1,112
15,732
Change in unearned premiums
(247)
(504)
119
(632)
Net premiums earned
6,627
7,242
1,231
15,100
Other underwriting income
—
9
17
26
Losses and loss adjustment expenses
(4,070)
(4,327)
55
(8,342)
Acquisition expenses
(1,217)
(1,432)
(2)
(2,651)
Other operating expenses (2)
(995)
(270)
(207)
(1,472)
Underwriting income
$
345
$
1,222
$
1,094
2,661
Net investment income
1,495
Net realized gains (losses)
197
Equity in net income (loss) of investments accounted for using the equity method
580
Other income (loss)
42
Corporate expenses
(119)
Transaction costs and other
(81)
Amortization of intangible assets
(235)
Interest expense
(141)
Net foreign exchange gains (losses)
75
Income (loss) before income taxes and income (loss) from operating affiliates
4,474
Income tax (expense) benefit
(362)
Income (loss) from operating affiliates
200
Net income (loss) available to Arch
4,312
Preferred dividends
(40)
Net income (loss) available to Arch common shareholders
$
4,272
Underwriting Ratios
Loss ratio
61.4 %
59.7 %
-4.4 %
55.2 %
Acquisition expense ratio
18.4 %
19.8 %
0.2 %
17.6 %
Other operating expense ratio
15.0 %
3.7 %
16.8 %
9.7 %
Combined ratio
94.8 %
83.2 %
12.6 %
82.5 %
Goodwill and intangible assets
$
916
$
102
$
333
$
1,351
Total investable assets
$
41,388
Total assets
70,906
Total liabilities
50,086
(1)
Certain assumed and ceded amounts related to intersegment transactions are included in individual segment results. Accordingly, the sum of such
transactions for each segment does not agree to the total due to eliminations.
(2)
Other operating expenses primarily include expenses that are related to compensation and employee benefits, information technology and professional
fees.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Year Ended December 31, 2023
Insurance
Reinsurance
Mortgage
Total
Gross premiums written (1)
$
7,911
$
9,113
$
1,387
$
18,403
Premiums ceded (1)
(2,049)
(2,559)
(335)
(4,935)
Net premiums written
5,862
6,554
1,052
13,468
Change in unearned premiums
(416)
(718)
106
(1,028)
Net premiums earned
5,446
5,836
1,158
12,440
Other underwriting income
—
17
14
31
Losses and loss adjustment expenses
(3,122)
(3,227)
103
(6,246)
Acquisition expenses, net
(1,055)
(1,240)
(17)
(2,312)
Other operating expenses (2)
(819)
(288)
(194)
(1,301)
Underwriting income (loss)
$
450
$
1,098
$
1,064
2,612
Net investment income
1,023
Net realized gains (losses)
(165)
Equity in net income (loss) of investments accounted for using the equity method
278
Other income (loss)
27
Corporate expenses
(96)
Transaction costs and other
(6)
Amortization of intangible assets
(95)
Interest expense
(133)
Net foreign exchange gains (losses)
(60)
Income (loss) before income taxes and income (loss) from operating affiliates
3,385
Income tax (expense) benefit
873
Income (loss) from operating affiliates
184
Net income (loss)
4,442
Amounts attributable to redeemable noncontrolling interests
1
Net income (loss) available to Arch
4,443
Preferred dividends
(40)
Net income (loss) available to Arch common shareholders
$
4,403
Underwriting Ratios
Loss ratio
57.3 %
55.3 %
-8.9 %
50.2 %
Acquisition expense ratio
19.4 %
21.2 %
1.4 %
18.6 %
Other operating expense ratio
15.0 %
4.9 %
16.8 %
10.5 %
Combined ratio
91.7 %
81.4 %
9.3 %
79.3 %
Goodwill and intangible assets
$
224
$
130
$
377
$
731
Total investable assets
$
34,589
Total assets
58,906
Total liabilities
40,551
(1)
Certain assumed and ceded amounts related to intersegment transactions are included in individual segment results. Accordingly, the sum of such
transactions for each segment does not agree to the total due to eliminations.
(2)
Other operating expenses primarily include expenses that are related to compensation and employee benefits, information technology and professional
fees.
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Year Ended December 31, 2022
Insurance
Reinsurance
Mortgage
Total
Gross premiums written (1)
$
6,931
$
6,948
$
1,455
$
15,327
Premiums ceded (1)
(1,910)
(2,024)
(322)
(4,249)
Net premiums written
5,021
4,924
1,133
11,078
Change in unearned premiums
(461)
(965)
27
(1,399)
Net premiums earned
4,560
3,959
1,160
9,679
Other underwriting income
—
5
8
13
Losses and loss adjustment expenses
(2,784)
(2,568)
324
(5,028)
Acquisition expenses, net
(887)
(813)
(40)
(1,740)
Other operating expenses (2)
(665)
(268)
(195)
(1,128)
Underwriting income (loss)
$
224
$
315
$
1,257
1,796
Net investment income
496
Net realized gains (losses)
(663)
Equity in net income (loss) of investments accounted for using the equity method
115
Other income (loss)
(27)
Corporate expenses
(95)
Transaction costs and other
—
Amortization of intangible assets
(106)
Interest expense
(131)
Net foreign exchange gains (losses)
102
Income (loss) before income taxes and income (loss) from operating affiliates
1,487
Income tax (expense) benefit
(80)
Income (loss) from operating affiliates
75
Net income
1,482
Amounts attributable to redeemable noncontrolling interests
(6)
Net income (loss) available to Arch
1,476
Preferred dividends
(40)
Net income (loss) available to Arch common shareholders
$
1,436
Underwriting Ratios
Loss ratio
61.0 %
64.9 %
-28.0 %
51.9 %
Acquisition expense ratio
19.4 %
20.5 %
3.5 %
18.0 %
Other operating expense ratio
14.6 %
6.8 %
16.8 %
11.7 %
Combined ratio
95.0 %
92.2 %
-7.7 %
81.6 %
Goodwill and intangible assets
$
229
$
145
$
430
$
804
Total investable assets
$
28,065
Total assets
47,990
Total liabilities
35,069
(1)
Certain assumed and ceded amounts related to intersegment transactions are included in individual segment results. Accordingly, the sum of such
transactions for each segment does not agree to the total due to eliminations.
(2)
Other operating expenses primarily include expenses that are related to compensation and employee benefits, information technology and professional
fees.
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The following tables provide summary information regarding net premiums earned by major line of business and net premiums
written by underwriting location:
INSURANCE SEGMENT
Year Ended December 31,
2024
2023
2022
Net premiums earned
North America
Property and short-tail specialty
$
1,165
$
976
$
746
Other liability - occurrence
942
618
509
Other liability - claims made
843
866
874
Workers compensation
549
495
415
Commercial automobile
459
343
287
Commercial multi-peril
435
193
197
Other
309
290
255
Total North America
4,702
3,781
3,283
International
Property and short-tail specialty
$
1,050
$
885
$
613
Casualty and other
875
780
664
Total International
1,925
1,665
1,277
Total
$
6,627
$
5,446
$
4,560
Net premiums written by underwriting location
North America
$
4,869
$
3,995
$
3,527
International
2,005
1,867
1,494
Total
$
6,874
$
5,862
$
5,021
REINSURANCE SEGMENT
Year Ended December 31,
2024
2023
2022
Net premiums earned
Other specialty
$
2,619
$
2,097
$
1,378
Property excluding property catastrophe
2,148
1,645
1,090
Casualty
1,088
1,005
855
Property catastrophe
959
742
367
Marine and aviation
276
229
159
Other
152
118
110
Total
$
7,242
$
5,836
$
3,959
Net premiums written by underwriting location
Bermuda
$
3,425
$
3,288
$
2,561
United States
2,135
1,756
1,247
Europe and other
2,186
1,510
1,116
Total
$
7,746
$
6,554
$
4,924
MORTGAGE SEGMENT
Year Ended December 31,
2024
2023
2022
Net premiums earned
U.S. primary mortgage insurance
$
845
$
759
$
804
U.S. credit risk transfer (CRT) and other
213
220
196
International mortgage insurance/reinsurance
173
179
160
Total
$
1,231
$
1,158
$
1,160
Net premiums written by underwriting location
United States
$
823
$
743
$
781
Other
289
309
352
Total
$
1,112
$
1,052
$
1,133
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5.
Reserve for Losses and Loss Adjustment Expenses
The following table represents an analysis of losses and loss adjustment expenses and a reconciliation of the beginning and
ending reserve for losses and loss adjustment expenses:
Year Ended December 31,
2024
2023
2022
Reserve for losses and loss adjustment expenses at beginning of year
$
22,752
$
20,032
$
17,757
Unpaid losses and loss adjustment expenses recoverable
6,690
6,280
5,599
Net reserve for losses and loss adjustment expenses at beginning of year
16,062
13,752
12,158
Net incurred losses and loss adjustment expenses relating to losses occurring in:
Current year
8,849
6,784
5,797
Prior years
(507)
(538)
(769)
Total net incurred losses and loss adjustment expenses
8,342
6,246
5,028
Net losses and loss adjustment expense reserves of acquired business (1)
2,477
—
—
Foreign exchange (gains) losses and other
(260)
157
(293)
Net paid losses and loss adjustment expenses relating to losses occurring in:
Current year
(1,176)
(1,081)
(888)
Prior years
(3,897)
(3,012)
(2,253)
Total net paid losses and loss adjustment expenses
(5,073)
(4,093)
(3,141)
Net reserve for losses and loss adjustment expenses at end of year
21,548
16,062
13,752
Unpaid losses and loss adjustment expenses recoverable
7,821
6,690
6,280
Reserve for losses and loss adjustment expenses at end of year
$
29,369
$
22,752
$
20,032
(1) Activity in the 2024 period primarily related to the MCE Acquisition (see note 2), along with acquisitions of Watford Insurance Company (see note 16) and
RMIC Companies, Inc. and its wholly-owned subsidiaries (“RMIC”) that, together, comprise the run-off mortgage insurance business of Old Republic
International Corporation.
Prior year development (“PYD”) arises from changes in loss estimates during the current period related to events occurring in
prior calendar years. Long-tailed lines include lines of business that typically take many years for claims to settle such as third-
party liability; short-tailed lines are those that settle more quickly such as property. The table below summarizes (favorable) and
adverse net PYD by segment and tail length:
(Favorable) Adverse
Year Ended December 31,
2024
Short-tailed
Long-tailed
Total
Insurance
$
(53) $
16
$
(37)
Reinsurance
(232)
44
(188)
Mortgage
(282)
—
(282)
Total
$
(567) $
60
$
(507)
2023
Insurance
$
(85) $
43
$
(42)
Reinsurance
(202)
50
(152)
Mortgage
(344)
—
(344)
Total
$
(631) $
93
$
(538)
2022
Insurance
$
(65) $
40
$
(25)
Reinsurance
(195)
5
(190)
Mortgage
(554)
—
(554)
Total
$
(814) $
45
$
(769)
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Year Ended December 31, 2024
The
insurance
segment’s
short-tailed
lines
included
$32 million of favorable development in travel and accident,
primarily from the 2023 accident year, (i.e., the year in which
a loss occurred), and $31 million of favorable development in
surety, primarily from the 2007, 2022 and 2023 accident
years. Net adverse development in long-tailed lines included
adverse development in programs, mainly from the 2023
accident year.
The reinsurance segment’s short-tailed lines included
$99 million of favorable development from property other
than property catastrophe, primarily from the 2022 and 2023
underwriting years (i.e., all premiums and losses attributable
to contracts having an inception or renewal date within the
given 12 month period), $74 million of favorable
development from other specialty lines, primarily from the
2015 to 2022 underwriting years, and $64 million of
favorable development from property catastrophe, primarily
from the 2020 to 2023 underwriting years. Long-tailed lines
included $44 million of adverse development in casualty,
primarily from the 2016, 2017 and 2020 underwriting years.
The mortgage segment’s favorable development was driven
by reserve releases associated with the U.S. first lien
portfolio from the 2022 and 2023 accident years. The
Company’s credit risk transfer and international businesses
also contributed to the favorable development.
Year Ended December 31, 2023
The
insurance
segment’s
short-tailed
lines
included
$43 million of favorable development in property and
marine, primarily from the 2021 and 2022 accident years,
$22 million of favorable development in warranty and
lenders solutions, primarily from the 2022 accident year, and
$15 million of favorable development related to travel and
accident business, primarily from the 2022 accident year.
Long-tailed
lines
included
$50
million
of
adverse
development in professional liability, primarily from the
2017 to 2020 accident years.
The reinsurance segment’s short-tailed lines included
$93 million of favorable development in property other than
property catastrophe, primarily from the 2020 to 2022
underwriting years, $51 million of favorable development in
property catastrophe, primarily from the 2019 to 2022
underwriting years, and $35 million from other specialty
lines, primarily from the 2021 underwriting year. Long-tailed
lines included $45 million of adverse development in
casualty business, primarily from the 2013 to 2020
underwriting years.
The mortgage segment’s favorable development was driven
by reserve releases associated with the U.S. first lien
portfolio from the 2020 to 2022 accident years. The
Company’s credit risk transfer and international businesses
also contributed to the favorable development.
Year Ended December 31, 2022
The
insurance
segment’s
short-tailed
lines
included
$37 million of favorable development in warranty and
lenders solutions, primarily from the 2021 accident year, and
$15 million of favorable development related to travel and
accident business, primarily from the 2021 accident year.
Long-tailed
lines
included
$25
million
of
adverse
development in professional liability, primarily from the
2013 to 2015 and 2018 to 2020 accident years, and
$18 million related to casualty business, primarily from the
2020 and 2021 accident years.
The reinsurance segment’s short-tailed lines included
$109 million of favorable development from property other
than property catastrophe business, primarily from the 2018
to 2021 underwriting years, $35 million from other specialty
business, primarily from the 2016 and 2021 underwriting
years, $28 million in marine and aviation lines, across most
underwriting
years,
and
$24
million
of
favorable
development from property catastrophe business, primarily
from the 2018 to 2020 underwriting years. Net adverse
development in long-tailed lines included $5 million in
casualty, spread across many prior underwriting years.
The mortgage segment’s favorable development was driven
by reserve releases related to COVID-19 delinquencies
associated with the U.S. first lien portfolio from the 2020 and
2021 accident years. The Company’s credit risk transfer,
international, second lien and student loan businesses also
contributed to the favorable development.
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6.
Short Duration Contracts
The Company’s reserves for losses and loss adjustment
expenses primarily relate to short-duration contracts with
various characteristics (e.g., type of coverage, geography,
claims duration). The Company considered such information
in determining the level of disaggregation for disclosures
related to its short-duration contracts, as detailed in the table
below:
Reportable
segment
Level of
disaggregation
Included lines of business
Insurance
Property energy,
marine and aviation
Property energy, marine and
aviation
Third party
occurrence business
Excess and surplus casualty
(excluding contract binding);
construction and national
accounts; and other (including
alternative market risks, excess
workers’ compensation and
employer’s liability insurance
coverages)
Third party claims-
made business
Professional lines
Multi-line and other
specialty
Programs; contract binding (part
of excess and surplus casualty);
travel, accident and health;
warranty and lenders solutions;
and other (contract and
commercial surety coverages);
MCE business1
Reinsurance
Casualty
Casualty
Property catastrophe
Property catastrophe
Property excluding
property catastrophe
Property excluding property
catastrophe
Marine and aviation
Marine and aviation
Other specialty
Other specialty
Mortgage
Direct mortgage
insurance in the U.S.
Mortgage insurance on U.S.
primary exposures
(1) Includes business underwritten under a new business reinsurance
agreement related to the MCE Acquisition. See note 2.
The Company determined the following to be insignificant
for disclosure purposes: (i) certain mortgage business,
including non-U.S. primary business, second lien and student
loan
exposures,
global
mortgage
reinsurance
and
participation in various GSE credit risk-sharing products and
(ii) certain reinsurance business, including casualty clash and
non-traditional lines. Such amounts are included as
reconciling items.
The Company is required to establish reserves for losses and
loss adjustment expenses (“Loss Reserves”) that arise from
the business the Company underwrites. Loss Reserves for the
insurance, reinsurance and mortgage segments represent
estimates of future amounts required to pay losses and loss
adjustment expenses for insured or reinsured events which
have occurred at or before the balance sheet date. Loss
Reserves do not reflect contingency reserve allowances to
account for future loss occurrences. Losses arising from
future events will be estimated and recognized at the time the
losses are incurred and could be substantial.
Insurance Segment
Loss Reserves for the insurance segment are comprised of
estimated amounts for (1) reported losses (“case reserves”)
and (2) incurred but not reported losses (“IBNR reserves”).
Generally, claims personnel determine whether to establish a
case reserve for the estimated amount of the ultimate
settlement of individual claims. The estimate reflects the
judgment of claims personnel based on general corporate
reserving practices, the experience and knowledge of such
personnel regarding the nature and value of the specific type
of claim and, where appropriate, advice of counsel. The
Company also contracts with a number of outside third party
administrators in the claims process who, in certain cases,
have limited authority to establish case reserves. The work of
such administrators is reviewed and monitored by our claims
personnel. Loss Reserves are also established to provide for
loss adjustment expenses and represent the estimated expense
of settling claims, including legal and other fees and the
general expenses of administering the claims adjustment
process. Periodically, adjustments to the case reserves may be
made as additional information is reported or payments are
made. IBNR reserves are established to provide for incurred
claims which have not yet been reported at the balance sheet
date as well as to adjust for any projected variance in case
reserving. Actuaries estimate ultimate losses and loss
adjustment expenses using various generally accepted
actuarial methods applied to known losses and other relevant
information. Like case reserves, IBNR reserves are adjusted
as additional information becomes known or payments are
made. The process of estimating reserves involves a
considerable degree of judgment by management and, as of
any given date, is inherently uncertain.
Ultimate losses and loss adjustment expenses are generally
determined by projection of claim emergence and settlement
patterns observed in the past that can reasonably be expected
to persist into the future. In forecasting ultimate losses and
loss adjustment expenses with respect to any line of business,
past experience with respect to that line of business is the
primary resource, developed through both industry and
company experience, but cannot be relied upon in isolation.
Uncertainties in estimating ultimate losses and loss
adjustment expenses are magnified by the length of the time
lag between when a claim actually occurs and when it is
reported and settled. This time lag is sometimes referred to as
the “claim-tail.” During this period additional facts regarding
coverages written in prior accident years, as well as about
actual claims and trends, may become known and, as a result,
may lead to adjustments of the related Loss Reserves. If the
Company determines that an adjustment is appropriate, the
adjustment is recorded in the accounting period in which
such determination is made. Accordingly, should Loss
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Reserves need to be increased or decreased in the future from
amounts currently established, future results of operations
would be negatively or positively impacted respectively. The
Company authorizes managing general agents, general agents
and other producers to write program business on the
Company’s behalf within prescribed underwriting authorities.
This delegated authority process introduces additional
complexity to the actuarial determination of unpaid future
losses and loss adjustment expenses. In order to monitor
adherence to the underwriting guidelines given to such
parties, the Company periodically performs underwriting and
claims due diligence reviews.
In determining ultimate losses and loss adjustment expenses,
the cost to indemnify claimants, provide needed legal defense
and other services for insureds and administer the
investigation and adjustment of claims are considered. These
claim costs are influenced by many factors that change over
time, such as expanded coverage definitions as a result of
new court decisions, inflation in costs to repair or replace
damaged property, inflation in the cost of medical services
and legislated changes in statutory benefits, as well as by the
particular, unique facts that pertain to each claim. As a result,
the rate at which claims arose in the past and the costs to
settle them may not always be representative of what will
occur in the future. The factors influencing changes in claim
costs are often difficult to isolate or quantify and
developments in paid and incurred losses from historical
trends are frequently subject to multiple and conflicting
interpretations. Changes in coverage terms or claims handling
practices
may
also
cause
future
experience
and/or
development patterns to vary from the past. A key objective
of actuaries in developing estimates of ultimate losses and
loss adjustment expenses, and resulting IBNR reserves, is to
identify aberrations and systemic changes occurring within
historical experience and adjust for them so that the future
can be projected more reliably. Because of the factors
previously discussed, this process requires the substantial use
of informed judgment and is inherently uncertain.
Although Loss Reserves are initially determined based on
underwriting and pricing analyses, the Company’s insurance
segment applies several generally accepted actuarial
methods, as discussed below, on a quarterly basis to evaluate
the Loss Reserves, in addition to the expected loss method, in
particular for Loss Reserves from more mature accident years
(the year in which a loss occurred). Each quarter, as part of
the reserving process, the segments’ actuaries reaffirm that
the assumptions used in the reserving process continue to
form a sound basis for the projection of liabilities. If actual
loss activity differs substantially from expectations based on
historical information, an adjustment to Loss Reserves may
be supported. The Company places more or less reliance on a
particular actuarial method based on the facts and
circumstances at the time the estimates of Loss Reserves are
made.
These methods generally fall into one of the following
categories or are hybrids of one or more of the following
categories:
•
Expected loss methods - these methods are based on the
assumption that ultimate losses vary proportionately with
premiums. Expected loss and loss adjustment expense
ratios
are
typically
developed
based
upon
the
information derived by underwriters and actuaries during
the initial pricing of the business, supplemented by
industry data available from organizations, such as
statistical
bureaus
and
consulting
firms,
where
appropriate. These ratios consider, among other things,
rate increases and changes in terms and conditions that
have been observed in the market. Expected loss
methods are useful for estimating ultimate losses and
loss adjustment expenses in the early years of long-tailed
lines of business, when little or no paid or incurred loss
information is available, and is commonly applied when
limited loss experience exists for a company.
•
Historical incurred loss development methods - these
methods assume that the ratio of losses in one period to
losses in an earlier period will remain constant in the
future. These methods use incurred losses (i.e., the sum
of cumulative historical loss payments plus outstanding
case reserves) over discrete periods of time to estimate
future losses. Historical incurred loss development
methods may be preferable to historical paid loss
development methods because they explicitly take into
account open cases and the claims adjusters’ evaluations
of the cost to settle all known claims. However,
historical incurred loss development methods necessarily
assume that case reserving practices are consistently
applied over time. Therefore, when there have been
significant changes in how case reserves are established,
using incurred loss data to project ultimate losses may be
less reliable than other methods.
•
Historical paid loss development methods - these
methods, like historical incurred loss development
methods, assume that the ratio of losses in one period to
losses in an earlier period will remain constant. These
methods use historical loss payments over discrete
periods of time to estimate future losses and necessarily
assume that factors that have affected paid losses in the
past, such as inflation or the effects of litigation, will
remain constant in the future. Because historical paid
loss development methods do not use incurred losses to
estimate ultimate losses, they may be more reliable than
the other methods that use incurred losses in situations
where there are significant changes in how incurred
losses are established by a company’s claims adjusters.
However, historical paid loss development methods are
more leveraged (meaning that small changes in payments
have a larger impact on estimates of ultimate losses) than
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actuarial methods that use incurred losses because
cumulative loss payments take much longer to equal the
expected ultimate losses than cumulative incurred
amounts. In addition, and for similar reasons, historical
paid loss development methods are often slow to react to
situations when new or different factors arise than those
that have affected paid losses in the past.
•
Adjusted historical paid and incurred loss development
methods - these methods take traditional historical paid
and incurred loss development methods and adjust them
for the estimated impact of changes from the past in
factors such as inflation, the speed of claim payments or
the adequacy of case reserves. Adjusted historical paid
and incurred loss development methods are often more
reliable methods of predicting ultimate losses in periods
of significant change, provided the actuaries can develop
methods to reasonably quantify the impact of changes.
As such, these methods utilize more judgment than
historical paid and incurred loss development methods.
•
Bornhuetter-Ferguson (“B-F”) paid and incurred loss
methods - these methods utilize actual paid and incurred
losses and expected patterns of paid and incurred losses,
taking the initial expected ultimate losses into account to
determine an estimate of expected ultimate losses. The
B-F paid and incurred loss methods are useful when
there are few reported claims and a relatively less stable
pattern of reported losses.
•
Frequency-Severity methods - These methods utilize
actual paid and incurred claim experience, but break the
data down into its component pieces: claim counts, often
expressed as a ratio to exposure or premium (frequency),
and average claim size (severity). The component pieces
are projected to an ultimate level and multiplied together
to result in an estimate of ultimate loss. These methods
are especially useful when the severity of claims can be
confined to a relatively stable range of estimated
ultimate average claim value.
•
Additional analyses - other methodologies are often used
in the reserving process for specific types of claims or
events, such as catastrophic or other specific major
events. These include vendor catastrophe models, which
are typically used in the estimation of Loss Reserves at
the early stage of known catastrophic events before
information has been reported to an insurer or reinsurer.
In the initial reserving process for short-tail insurance lines
(consisting of property, energy, marine and aviation and
other exposures including travel, accident and health, and
warranty and lenders solutions), the Company relies on a
combination of the reserving methods discussed above. For
catastrophe-exposed business, the reserving process also
includes the usage of catastrophe models for known events
and a heavy reliance on analysis of individual catastrophic
events and management judgment. The development of
losses on short-tail business can be unstable, especially for
policies characterized by high severity, low frequency losses.
As time passes, for a given accident year, additional weight is
given to the paid and incurred B-F loss development methods
and eventually to the historical paid and incurred loss
development methods in the reserving process. The Company
makes a number of key assumptions in their reserving
process, including that historical paid and reported
development patterns are stable, catastrophe models provide
useful information about our exposure to catastrophic events
that have occurred and underwriters’ judgment as to potential
loss exposures can be relied on. The expected loss ratios used
in the initial reserving process for short-tail business have
varied over time due to changes in pricing, reinsurance
structure, estimates of catastrophe losses, policy changes
(such as attachment points, class and limits) and geographical
distribution. As losses in short-tail lines are reported
relatively quickly, expected loss ratios are selected for the
current accident year based upon actual attritional loss ratios
for earlier accident years, adjusted for rate changes, inflation,
changes in reinsurance programs and expected attritional
losses based on modeling. Furthermore, ultimate losses for
short-tail business are known in a reasonably short period of
time.
In the initial reserving process for long-tail insurance lines
(consisting of third party occurrence business, third party
claims made business, and other exposures including surety,
programs and contract binding exposures), the Company
primarily relies on the expected loss method. The
development of the Company’s long-tail business may be
unstable, especially if there are high severity major events, as
a portion of the Company’s casualty business is in high
excess layers. As time passes, for a given accident year,
additional weight is given to the paid and incurred B-F loss
development methods and historical paid and incurred loss
development methods in the reserving process. The Company
makes a number of key assumptions in reserving for long-tail
lines, including that the pricing loss ratio is the best estimate
of the ultimate loss ratio at the time the policy is entered into,
that the loss development patterns, which are based on a
combination of company and industry loss development
patterns and adjusted to reflect differences in the insurance
segment’s mix of business, are reasonable and that claims
personnel and underwriters analyses of our exposure to major
events are assumed to be the best estimate of exposure to the
known claims on those events. The expected loss ratios used
in the initial reserving process for long-tail business for
recent accident years have varied over time, in some cases
significantly, from earlier accident years. As the credibility of
historical experience for earlier accident years increases, the
experience from these accident years will be given a greater
weighting in the actuarial analysis to determine future
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
126
2024 FORM 10-K
accident year expected loss ratios, adjusted for changes in
pricing, loss trends, terms and conditions and reinsurance
structure.
From time to time, the Company enters into loss portfolio
transfer and adverse development cover reinsurance
agreements accounted for as retroactive reinsurance. These
agreements transfer Loss Reserves and future favorable or
adverse development on certain runoff programs and certain
third party occurrence business, within multi-line and other
specialty business (the “Covered Lines”). As incurred losses
and allocated loss adjustment expenses for the Covered Lines
are ceded to the reinsurer, the Company is not exposed to
changes in the amount, timing and uncertainty of cash flows
arising from the Covered Lines. To avoid distortion, the
incurred losses and allocated loss adjustment expenses and
cumulative paid losses and loss adjustment expenses for the
Covered Lines are excluded entirely from the tables below.
Unpaid loss and loss adjustment expenses recoverable at
December 31, 2024 included $168 million related to such
reinsurance agreements.
The following tables present information on the insurance segment’s short-duration insurance contracts:
Property, energy, marine and aviation (in millions except claim count)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development on
reported claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
112
$
110
$
104
$
102
$
98
$
92
$
92
$
91
$
89
$
89
$
1
4,535
2016
104
101
105
100
96
92
87
87
86
—
6,177
2017
281
246
236
230
231
225
225
224
—
6,481
2018
181
186
174
170
170
172
170
4
5,085
2019
179
179
165
161
159
156
(2)
7,436
2020
359
329
336
333
337
3
8,682
2021
427
429
423
421
19
10,077
2022
522
495
576
148
15,860
2023
571
510
110
20,178
2024
703
348
17,889
Total
$
3,272
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
24
$
65
$
76
$
86
$
88
$
86
$
87
$
88
$
86
$
86
2016
25
83
98
97
94
91
87
87
86
2017
30
140
196
212
216
218
220
221
2018
30
102
135
143
150
154
157
2019
26
105
134
139
148
153
2020
56
194
251
293
306
2021
90
268
343
365
2022
100
276
337
2023
146
271
2024
195
Total
2,177
All outstanding liabilities before 2015, net of reinsurance
19
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
1,114
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
127
2024 FORM 10-K
Third party occurrence business (in millions except claim count)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development on
reported claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
359
$
391
$
398
$
392
$
391
$
382
$
386
$
379
$
377
$
365
$
51
78,553
2016
389
394
406
399
375
367
363
352
345
67
78,811
2017
417
418
422
412
407
406
404
408
89
84,682
2018
430
453
450
451
459
461
448
106
79,202
2019
456
487
480
471
470
451
122
88,964
2020
606
616
640
632
606
138
98,530
2021
622
662
659
671
147
99,287
2022
688
726
735
408
100,455
2023
877
936
622
102,558
2024
1,001
883
83,386
Total
$
5,966
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
11
$
44
$
88
$
139
$
181
$
211
$
227
$
249
$
268
$
276
2016
12
42
88
137
164
195
215
230
246
2017
13
52
100
135
165
221
247
271
2018
17
64
115
154
200
247
271
2019
18
73
122
173
214
255
2020
24
76
155
235
318
2021
26
91
174
323
2022
24
85
186
2023
32
156
2024
37
Total
2,339
All outstanding liabilities before 2015, net of reinsurance
339
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
3,966
Third party claims-made business (in millions except claim count)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development on
reported claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
259
$
277
$
276
$
260
$
255
$
252
$
268
$
267
$
274
$
268
$
6
13,955
2016
275
291
308
314
322
327
329
327
329
16
14,892
2017
270
285
311
308
323
316
337
339
42
15,484
2018
272
314
319
336
347
366
366
33
17,094
2019
289
317
317
322
329
329
49
16,723
2020
383
412
423
445
432
86
16,816
2021
514
517
499
461
176
18,086
2022
668
654
589
257
19,825
2023
809
895
543
23,671
2024
737
577
23,155
Total
$
4,745
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
9
$
52
$
100
$
126
$
174
$
193
$
217
$
221
$
242
$
248
2016
11
68
127
158
205
242
257
295
296
2017
9
67
113
143
196
232
257
276
2018
12
68
118
158
208
258
285
2019
12
65
122
154
196
235
2020
17
87
151
214
265
2021
23
90
162
223
2022
25
100
218
2023
64
200
2024
56
Total
2,302
All outstanding liabilities before 2015, net of reinsurance
90
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
2,533
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
128
2024 FORM 10-K
Multi-line and other specialty (in millions except claim count)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development on
reported claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
334
$
358
$
356
$
365
$
356
$
349
$
347
$
345
$
344
$
344
$
3
181,424
2016
408
431
427
416
410
408
408
406
404
4
195,233
2017
482
500
491
500
504
512
516
514
6
236,433
2018
512
564
562
564
564
564
564
9
266,125
2019
566
611
639
650
656
671
11
249,876
2020
616
567
513
515
519
26
168,232
2021
634
618
614
635
42
112,591
2022
677
640
639
90
144,429
2023
815
809
199
161,842
2024
1,419
885
145,190
Total
$
6,518
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
138
$
236
$
278
$
306
$
321
$
326
$
330
$
331
$
333
$
337
2016
176
304
341
363
379
385
390
391
396
2017
181
342
380
423
446
472
479
493
2018
211
389
442
479
508
526
543
2019
212
385
486
548
576
611
2020
171
308
358
405
450
2021
157
334
427
511
2022
177
370
439
2023
253
489
2024
337
Total
4,606
All outstanding liabilities before 2015, net of reinsurance
29
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
1,941
The following table presents the average annual percentage payout of incurred losses and allocated loss adjustment expenses by
age, net of reinsurance, as of December 31, 2024:
Average annual percentage payout of incurred losses and allocated loss adjustment expenses by age, net of reinsurance
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Property, energy, marine and aviation
21.5 %
43.8 %
17.2 %
6.1 %
2.4 %
— %
— %
0.3 %
(1.2) %
— %
Third party occurrence business
3.6 %
10.0 %
12.3 %
13.2 %
10.0 %
10.0 %
5.5 %
5.5 %
4.8 %
2.2 %
Third party claims-made business
4.4 %
15.6 %
16.3 %
10.9 %
14.3 %
10.9 %
7.0 %
6.2 %
4.0 %
2.4 %
Multi-line and other specialty
32.8 %
29.2 %
11.0 %
8.5 %
5.1 %
3.3 %
1.7 %
1.1 %
0.8 %
1.4 %
Reinsurance Segment
Loss Reserves for the Company’s reinsurance segment are
comprised of (1) case reserves, (2) additional case reserves
(“ACRs”) and (3) IBNR reserves. The Company receives
reports of claims notices from ceding companies and records
case reserves based upon the amount of reserves
recommended by the ceding company. Case reserves may be
supplemented by ACRs, which may be estimated by the
Company’s claims personnel ahead of official notification
from the ceding company, or when judgment regarding the
size or severity of the known event differs from the ceding
company. In certain instances, the Company establishes
ACRs even when the ceding company does not report any
liability on a known event. In addition, specific claim
information reported by ceding companies or obtained
through claim audits can alert the Company to emerging
trends such as changing legal interpretations of coverage and
liability, claims from unexpected sources or classes of
business, and significant changes in the frequency or severity
of individual claims. Such information is often used in the
process of estimating IBNR reserves. IBNR reserves are
established to provide for incurred claims which have not yet
been reported at the balance sheet date as well as to adjust for
any projected variance in case reserving. Actuaries estimate
ultimate losses and loss adjustment expenses using various
generally accepted actuarial methods applied to known losses
and other relevant information. Like case reserves, IBNR
reserves are adjusted as additional information becomes
known or payments are made. The process of estimating Loss
Reserves involves a considerable degree of judgment by
management and, as of any given date, is inherently
uncertain.
The estimation of Loss Reserves for the reinsurance segment
is subject to the same risk factors as the estimation of Loss
Reserves for the insurance segment. In addition, the inherent
uncertainties of estimating such reserves are even greater for
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
129
2024 FORM 10-K
reinsurers, due primarily to the following factors: (1) the
claim-tail for reinsurers is generally longer because claims
are first reported to the ceding company and then to the
reinsurer through one or more intermediaries, (2) the reliance
on premium estimates, where reports have not been received
from the ceding company, in the reserving process, (3) the
potential for writing a number of reinsurance contracts with
different ceding companies with the same exposure to a
single loss event, (4) the diversity of loss development
patterns among different types of reinsurance contracts, (5)
the necessary reliance on the ceding companies for
information regarding reported claims and (6) the differing
reserving practices among ceding companies.
Ultimate losses and loss adjustment expenses are generally
determined by projection of claim emergence and settlement
patterns observed in the past that can reasonably be expected
to persist into the future. As with the insurance segment, the
process of estimating Loss Reserves for the reinsurance
segment involves a considerable degree of judgment by
management and, as of any given date, is inherently
uncertain. As discussed above, such uncertainty is greater for
reinsurers compared to insurers. As a result, our reinsurance
operations obtain information from numerous sources to
assist in the process. Pricing actuaries from the reinsurance
segment devote considerable effort to understanding and
analyzing a ceding company’s operations and loss history
during the underwriting of the business, using a combination
of ceding company and industry statistics. Such statistics
normally include historical premium and loss data by class of
business, individual claim information for larger claims,
distributions of insurance limits provided, loss reporting and
payment patterns, and rate change history. This analysis is
used to project expected loss ratios for each treaty during the
upcoming contract period.
As mentioned above, there can be a considerable time lag
from the time a claim is reported to a ceding company to the
time it is reported to the reinsurer. The lag can be several
years in some cases and may be attributed to a number of
reasons, including the time it takes to investigate a claim,
delays associated with the litigation process, the deterioration
in a claimant’s physical condition many years after an
accident occurs, the case reserving approach of the ceding
company, etc. In the reserving process, the Company
assumes that such lags are predictable, on average, over time
and therefore the lags are contemplated in the loss reporting
patterns used in their actuarial methods. This means that the
reinsurance segment must rely on estimates for a longer
period of time than does an insurance company. Backlogs in
the recording of assumed reinsurance can also complicate the
accuracy of loss reserve estimation. As of December 31,
2024 there were no significant backlogs related to the
processing of assumed reinsurance information at our
reinsurance operations.
The reinsurance segment relies heavily on information
reported by ceding companies, as discussed above. In order
to determine the accuracy and completeness of such
information, underwriters, actuaries, and claims personnel
often perform audits of ceding companies and regularly
review information received from ceding companies for
unusual or unexpected results. Material findings are usually
discussed with the ceding companies. The Company
sometimes encounters situations where they determine that a
claim presentation from a ceding company is not in
accordance with contract terms. In these situations, the
Company attempts to resolve the dispute with the ceding
company. Most situations are resolved amicably and without
the need for litigation or arbitration. However, in the
infrequent situations where a resolution is not possible, the
Company will vigorously defend its position in such disputes.
Although Loss Reserves are initially determined based on
underwriting and pricing analysis, the Company applies
several generally accepted actuarial methods, as discussed
above, on a quarterly basis to evaluate its Loss Reserves in
addition to the expected loss method, in particular for
reserves from more mature underwriting years (the year in
which business is underwritten). Each quarter, as part of the
reserving process, the Company’s actuaries reaffirm that the
assumptions used in the reserving process continue to form a
sound basis for projection of liabilities. If actual loss activity
differs substantially from expectations based on historical
information, an adjustment to Loss Reserves may be
supported. Estimated Loss Reserves for more mature
underwriting years are now based more on actual loss activity
and historical patterns than on the initial assumptions based
on pricing indications. More recent underwriting years rely
more heavily on internal pricing assumptions. The Company
places more or less reliance on a particular actuarial method
based on the facts and circumstances at the time the estimates
of Loss Reserves are made.
In the initial reserving process for short-tail reinsurance lines
(consisting of property excluding property catastrophe and
property catastrophe exposures), the Company relies on a
combination of the reserving methods discussed above. For
known catastrophic events, the reserving process also
includes the usage of catastrophe models and a heavy
reliance on analysis which includes ceding company inquiries
and management judgment. The development of property
losses may be unstable, especially where there is high
catastrophic exposure, may be characterized by high severity,
low frequency losses for excess and catastrophe-exposed
business and may be highly correlated across contracts. As
time passes, for a given underwriting year, additional weight
is given to the paid and incurred B-F loss development
methods and historical paid and incurred loss development
methods in the reserving process. The Company makes a
number of key assumptions in reserving for short-tail lines,
including that historical paid and reported development
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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130
2024 FORM 10-K
patterns are stable, catastrophe models provide useful
information about our exposure to catastrophic events that
have occurred and our underwriters’ judgment and guidance
received from ceding companies as to potential loss
exposures may be relied on. The expected loss ratios used in
the initial reserving process for property exposures have
varied over time due to changes in pricing, reinsurance
structure, estimates of catastrophe losses, terms and
conditions and geographical distribution. As losses in
property lines are reported relatively quickly, expected loss
ratios are selected for the current underwriting year
incorporating the experience for earlier underwriting years,
adjusted for rate changes, inflation, changes in reinsurance
programs, expectations about present and future market
conditions and expected attritional losses based on modeling.
Due to the short-tail nature of property business, reported
loss experience emerges quickly and ultimate losses are
known in a reasonably short period of time.
In the initial reserving process for long-tail reinsurance lines
(consisting of casualty, other specialty, marine and aviation
and other exposures), the Company primarily relies on the
expected loss method. The development of long-tail business
may be unstable, especially if there are high severity major
events, with business written on an excess of loss basis
typically having a longer tail than business written on a pro
rata basis. As time passes, for a given underwriting year,
additional weight is given to the paid and incurred B-F loss
development methods and eventually to the historical paid
and incurred loss development methods in the reserving
process. Our reinsurance operations make a number of key
assumptions in reserving for long-tail lines, including that the
pricing loss ratio is the best estimate of the ultimate loss ratio
at the time the contract is entered into, historical paid and
reported development patterns are stable and claims
personnel and underwriters’ analyses of our exposure to
major events are our best estimate of our exposure to the
known claims on those events. The expected loss ratios used
in our reinsurance operations’ initial reserving process for
long-tail contracts have varied over time due to changes in
pricing, terms and conditions and reinsurance structure. As
the
credibility
of
historical
experience
for
earlier
underwriting years increases, the experience from these
underwriting years is used in the actuarial analysis to
determine future underwriting year expected loss ratios,
adjusted for changes in pricing, loss trends, terms and
conditions and reinsurance structure.
The following tables present information on the reinsurance segment’s short-duration insurance contracts:
Casualty (in millions)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development on
reported claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
218
$
217
$
225
$
232
$
236
$
243
$
246
$
248
$
257
$
248
$
37
N/A
2016
209
222
244
259
266
266
269
278
279
43
N/A
2017
264
252
268
295
306
313
327
335
49
N/A
2018
273
286
278
283
295
304
318
49
N/A
2019
328
340
367
378
399
398
72
N/A
2020
377
365
348
366
385
128
N/A
2021
436
431
422
423
157
N/A
2022
542
523
535
312
N/A
2023
650
654
438
N/A
2024
720
680
N/A
Total
$
4,295
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
4
$
20
$
47
$
71
$
96
$
119
$
136
$
151
$
169
$
177
2016
6
26
51
86
113
132
156
172
186
2017
6
30
64
113
137
164
188
221
2018
8
31
106
129
154
182
205
2019
16
58
97
130
219
256
2020
18
50
90
131
177
2021
14
53
102
190
2022
17
60
111
2023
18
86
2024
14
Total
1,623
All outstanding liabilities before 2015, net of reinsurance
354
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
3,026
Table of Contents
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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131
2024 FORM 10-K
Property catastrophe (in millions)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development on
reported claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
32
$
17
$
11
$
5
$
3
$
3
$
2
$
2
$
2
$
2
$
—
N/A
2016
21
15
11
8
5
5
4
3
3
1
N/A
2017
85
53
48
35
23
20
20
20
(1)
N/A
2018
68
43
25
11
2
(1)
(2)
—
N/A
2019
10
2
1
(7)
(14)
(10)
—
N/A
2020
262
325
329
320
308
9
N/A
2021
307
301
286
288
7
N/A
2022
292
284
258
25
N/A
2023
253
245
34
N/A
2024
489
100
N/A
Total
$
1,601
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
(3)
$
(3)
$
1
$
2
$
1
$
1
$
1
$
1
$
1
$
2
2016
(7)
1
1
2
1
1
1
1
2
2017
31
31
36
26
13
15
16
16
2018
27
2
12
(18)
(15)
(14)
(12)
2019
4
3
6
(19)
(19)
(27)
2020
55
155
203
243
253
2021
66
168
217
224
2022
68
162
200
2023
6
75
2024
58
Total
791
All outstanding liabilities before 2015, net of reinsurance
2
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
812
Property excluding property catastrophe (in millions)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development on
reported claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
213
$
187
$
183
$
187
$
186
$
175
$
171
$
166
$
166
$
166
$
4
N/A
2016
172
143
135
133
137
133
127
128
126
6
N/A
2017
263
244
233
225
209
201
198
197
7
N/A
2018
221
236
232
209
199
201
201
6
N/A
2019
212
202
192
187
187
193
4
N/A
2020
363
336
316
317
319
14
N/A
2021
537
489
483
491
28
N/A
2022
728
654
645
74
N/A
2023
819
720
136
N/A
2024
1,183
687
N/A
Total
$
4,241
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
75
$
118
$
148
$
159
$
164
$
157
$
158
$
158
$
159
$
159
2016
33
93
97
102
110
112
113
113
115
2017
27
123
153
160
175
178
182
182
2018
29
106
150
165
173
175
175
2019
42
122
148
160
166
167
2020
100
206
241
264
277
2021
135
265
358
418
2022
141
354
459
2023
149
375
2024
143
Total
2,470
All outstanding liabilities before 2015, net of reinsurance
6
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
1,777
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
132
2024 FORM 10-K
Marine and aviation (in millions)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development on
reported claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
33
$
37
$
31
$
31
$
30
$
28
$
27
$
25
$
24
$
24
$
1
N/A
2016
27
23
23
19
17
15
12
11
10
3
N/A
2017
29
26
24
21
20
17
15
15
2
N/A
2018
27
25
24
24
21
20
20
2
N/A
2019
48
54
60
60
62
62
6
N/A
2020
82
75
79
79
81
7
N/A
2021
109
95
80
78
9
N/A
2022
125
137
133
42
N/A
2023
161
166
66
N/A
2024
235
157
N/A
Total
$
824
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
—
$
13
$
19
$
21
$
22
$
22
$
22
$
22
$
22
$
22
2016
(7)
(2)
—
3
6
7
7
7
7
2017
2
6
9
11
11
12
12
12
2018
2
7
11
13
14
15
16
2019
10
21
28
34
43
49
2020
9
26
42
59
66
2021
8
24
45
52
2022
12
37
62
2023
13
43
2024
18
Total
347
All outstanding liabilities before 2015, net of reinsurance
18
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
495
Other specialty (in millions)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of IBNR
liabilities plus
expected
development
on reported
claims
Cumulative
number of
reported
claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
270
$
269
$
267
$
264
$
264
$
261
$
251
$
249
$
247
$
245
$
1
N/A
2016
317
314
307
298
304
300
297
298
291
3
N/A
2017
386
378
361
360
358
355
352
348
11
N/A
2018
403
396
391
415
411
411
405
22
N/A
2019
414
393
388
383
393
388
27
N/A
2020
578
511
506
526
518
44
N/A
2021
594
594
594
602
55
N/A
2022
929
911
956
161
N/A
2023
1,310
1,238
390
N/A
2024
1,704
1,070
N/A
Total
$
6,695
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
$
81
$
157
$
191
$
205
$
217
$
228
$
231
$
232
$
234
$
234
2016
105
199
235
253
269
275
281
284
284
2017
132
249
289
303
316
327
336
337
2018
126
267
306
327
344
366
369
2019
118
205
269
295
316
335
2020
130
286
361
396
434
2021
148
302
420
481
2022
176
451
606
2023
238
534
2024
362
Total
3,976
All outstanding liabilities before 2015, net of reinsurance
30
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
2,749
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
133
2024 FORM 10-K
The following table presents the average annual percentage payout of incurred losses and allocated loss adjustment expenses by
age, net of reinsurance, as of December 31, 2024:
Average annual percentage payout of incurred losses and allocated loss adjustment expenses by age, net of reinsurance
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Casualty
2.8 %
8.3 %
11.9 %
11.9 %
11.5 %
8.4 %
7.5 %
7.2 %
6.0 %
3.4 %
Property catastrophe
(134.2) %
168.4 %
(22.5) %
213.9 %
(38.4) %
9.1 %
(12.1) %
1.5 %
(0.8) %
9.4 %
Property excluding property catastrophe
23.6 %
36.2 %
14.7 %
6.8 %
4.7 %
0.2 %
0.8 %
0.2 %
1.1 %
0.1 %
Marine and aviation
1.4 %
28.9 %
20.3 %
13.8 %
10.0 %
4.9 %
2.3 %
1.4 %
0.6 %
0.4 %
Other specialty
27.7 %
29.2 %
14.2 %
6.4 %
5.2 %
4.0 %
1.6 %
0.7 %
0.3 %
0.3 %
Mortgage Segment
The Company’s mortgage segment includes (1) U.S. primary
mortgage insurance (2) U.S. credit risk transfer and other,
and (3) international mortgage insurance and reinsurance.
The latter two categories along with second lien and student
loan exposures are excluded on the basis of insignificance for
the purposes of presenting disclosures related to short
duration contracts.
For primary mortgage insurance business, the Company
establishes case reserves for loans that have been reported as
delinquent by loan servicers as well as those that are
delinquent but not reported (IBNR reserves). The Company
also reserves for the expenses of adjusting claims related to
these delinquencies. The trigger that creates a case reserve
estimate is that an insured loan is reported to us as being two
payments
in
arrears.
The
actuarial
reviews
and
documentation created in the reserving process are completed
in accordance with generally accepted actuarial standards.
The selected assumptions reflect actuarial judgment based on
the analysis of historical data and experience combined with
information concerning current underwriting, economic,
judicial, regulatory and other influences on ultimate claim
settlements.
Because the reserving process requires the Company to
forecast future conditions, it is inherently uncertain and
requires significant judgment and estimation. The use of
different estimates would result in the establishment of
different reserve levels. Additionally, changes in estimates
are likely to occur from period to period as economic
conditions change, and the ultimate liability may vary
significantly from the estimates used. Major risk factors
include (but are not limited to) changes in home prices and
borrower equity, which can limit the borrower’s ability to sell
the property and satisfy the outstanding loan balance, and
changes in unemployment, which can affect the borrower’s
income and ability to make mortgage payments. The unique
nature of the COVID-19 pandemic, with no historical
precedent, adds further uncertainty to current reserve
estimates.
The lead actuarial methodology used by the Company is a
frequency-severity method based on the inventory of pending
delinquencies. Each month the loan servicers report the
delinquency status of each insured loan. Using the frequency-
severity method allows the Company to take advantage of its
knowledge of the number of delinquent loans and the
coverage provided (“risk size”) on those loans by directly
relating the reserves to these amounts. The delinquencies are
grouped into homogeneous cohorts for analysis, reflecting
the age of delinquency. A claim rate is then developed for
each cohort which represents the frequency with which the
delinquencies become claims. The claim frequency rates are
based on an analysis of the patterns of emerging cure counts
and claim counts, the foreclosure status of the pending
delinquencies, the product and geographical mix of the
delinquencies and our view of future economic and claim
conditions, which include trends in home prices and
unemployment. Claim rates can vary materially by age of
delinquency, depending on the mix of delinquencies and
economic conditions.
Claim size severity estimates are determined by examining
the risk sizes on the delinquent loans and estimating the
portion of risk that will be paid, as well as any expenses. This
is done based on a review of historical development patterns,
an assessment of economic conditions and the level of equity
the borrowers may have in their homes, as well as
considering economic conditions and loss mitigation
opportunities. Mortgage insurance is generally not subject to
large claim sizes, as with some other lines of insurance. A
claim size over $250,000 is rare, and this helps reduce the
volatility of claim size estimates.
The claim rate and claim size assumptions generate case
reserves for the population of reported delinquencies. The
reserve for unreported delinquencies (included in IBNR
reserves) is estimated by looking at historical patterns of
reporting. Claim rates and claim sizes can then be assigned to
estimated unreported delinquencies using assumptions made
in the establishment of case reserves.
Mortgage insurance Loss Reserves are short-tail, in the sense
that the vast majority of delinquencies are resolved within
two years of being reported. Due to the forbearances and
foreclosure
moratoriums
associated
with
COVID-19,
settlement timelines have been extended. While reserves are
initially analyzed by reserve cohort, as described above, they
are also rolled up by underwriting year to ensure that reserve
assumptions are consistent with the performance of the
underwriting year. The accuracy of prior reserve assumptions
Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
134
2024 FORM 10-K
is also checked in hindsight to determine if adjustments to the
assumptions are needed.
Loss Reserves for the Company’s mortgage reinsurance
business and GSE credit risk sharing transactions are
comprised of case reserves and IBNR reserves. The
Company’s mortgage reinsurance operations receive reports
of delinquent loans and claims notices from ceding
companies and record case reserves based upon the amount
of reserves recommended by the ceding company. In
addition, specific claim and delinquency information reported
by ceding companies is used in the process of estimating
IBNR reserves.
The following table presents information on the mortgage segment’s short-duration insurance contracts:
U.S. primary mortgage insurance (in millions except claim count)
Incurred losses and allocated loss adjustment expenses, net of reinsurance
December 31, 2024
Total of
IBNR
liabilities plus
expected
development
on reported
claims
Cumulative
number of
paid claims
Year ended December 31,
Accident
year
2015
unaudited
2016
unaudited
2017
unaudited
2018
unaudited
2019
unaudited
2020
unaudited
2021
unaudited
2022
unaudited
2023
unaudited
2024
2015
$
223
$
197
$
198
$
195
$
189
$
191
$
191
$
189
$
188
$
188
—
4,686
2016
184
171
149
141
142
142
137
136
136
—
3,557
2017
179
132
107
108
109
102
99
99
—
2,707
2018
132
96
89
88
72
69
69
—
1,966
2019
108
119
110
63
51
52
—
1,435
2020
420
374
78
33
31
—
835
2021
144
77
20
17
—
381
2022
173
55
30
—
469
2023
182
71
—
366
2024
180
1
40
Total
$
873
Cumulative paid losses and allocated loss adjustment expenses, net of reinsurance
2015
16
92
151
171
180
183
184
185
186
186
2016
11
72
113
127
131
132
132
133
134
2017
9
48
79
87
90
92
93
95
2018
4
31
50
56
59
60
63
2019
3
20
29
34
39
42
2020
1
4
8
13
19
2021
—
2
5
8
2022
—
3
10
2023
—
7
2024
1
Total
565
All outstanding liabilities before 2015, net of reinsurance
13
Liabilities for losses and loss adjustment expenses, net of reinsurance
$
321
The following table presents the average annual percentage payout of incurred losses and allocated loss adjustment expenses by
age, net of reinsurance, as of December 31, 2024:
Average annual percentage payout of incurred losses and allocated loss adjustment expenses by age, net of reinsurance
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
U.S. Primary
4.5 %
26.1 %
23.7 %
11.4 %
7.2 %
2.5 %
1.5 %
1.0 %
0.5 %
0.5 %
Table of Contents
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
135
2024 FORM 10-K
The following table represents a reconciliation of the
disclosures of net incurred and paid loss development tables
to the reserve for losses and loss adjustment expenses at
December 31, 2024:
December 31,
2024
Net outstanding liabilities
Insurance
Property, energy, marine and aviation
$
1,114
Third party occurrence business
3,966
Third party claims-made business
2,533
Multi-line and other specialty
1,941
Reinsurance
Casualty
3,026
Property catastrophe
812
Property excluding property catastrophe
1,777
Marine and aviation
495
Other specialty
2,749
Mortgage
U.S. primary
321
Other short duration lines not included in disclosures (1)
2,384
Total for short duration lines
21,118
Unpaid losses and loss adjustment expenses recoverable
Insurance
Property, energy, marine and aviation
420
Third party occurrence business
2,411
Third party claims-made business
923
Multi-line and other specialty
356
Reinsurance
Casualty
715
Property catastrophe
783
Property excluding property catastrophe
278
Marine and aviation
462
Other specialty
998
Mortgage
U.S. primary
33
Other short duration lines not included in disclosures (2)
474
Intercompany eliminations
(32)
Total for short duration lines
7,821
Lines other than short duration
146
Discounting
(68)
Unallocated claims adjustment expenses
352
430
Reserve for losses and loss adjustment expenses
$
29,369
(1)
Includes amounts associated with the loss portfolio reinsurance
agreement related to the MCE Acquisition. See note 2.
(2)
Includes unpaid loss and loss adjustment expenses recoverable of $168
million related to the loss portfolio transfer reinsurance agreements.
7.
Allowance for Expected Credit Losses
Premiums Receivable
The following table provides a roll forward of the allowance
for expected credit losses of the Company’s premium
receivables:
Year Ended December 31, 2024
Premium
Receivables,
Net of
Allowance
Allowance for
Expected
Credit Losses
Balance at beginning of period
$
4,644
$
34
Provision on business acquired (1)
16
Change for provision of expected
credit losses (2)
(5)
Balance at end of period
$
5,634
$
45
Year Ended December 31, 2023
Balance at beginning of period
$
3,625
$
35
Change for provision of expected
credit losses (2)
(1)
Balance at end of period
$
4,644
$
34
(1) Reflects provision for current expected credit losses on premiums
receivable related to the MCE Acquisition. See note 2.
(2) Amounts deemed uncollectible are written-off in operating expenses. For
the 2024 and 2023 periods, amounts written off totaled $3 million and
$3 million, respectively.
Reinsurance Recoverables
The Company monitors the financial condition of its
reinsurers and attempts to place coverages only with
substantial,
financially
sound
carriers.
Although
the
Company has not experienced any material credit losses to
date, an inability of its reinsurers or retrocessionaires to meet
their obligations to it over the relevant exposure periods for
any reason could have a material adverse effect on its
financial condition and results of operations.
The following table provides a roll forward of the allowance
for expected credit losses of the Company’s reinsurance
recoverables:
Year Ended December 31, 2024
Reinsurance
Recoverables,
Net of
Allowance
Allowance for
Expected
Credit Losses
Balance at beginning of period
$
7,064
$
21
Change for provision of expected
credit losses
(4)
Balance at end of period
$
8,260
$
17
Year Ended December 31, 2023
Balance at beginning of period
$
6,564
$
22
Change for provision of expected
credit losses
(1)
Balance at end of period
7,064
$
21
Table of Contents
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
136
2024 FORM 10-K
The following table summarizes the Company’s reinsurance
recoverables on paid and unpaid losses (not including ceded
unearned premiums) at December 31, 2024 and 2023:
December 31,
2024
2023
Reinsurance recoverable on unpaid and
paid losses and loss adjustment expenses
$
8,260
$
7,064
% due from carriers with A.M. Best rating
of “A-” or better
63.8 %
66.8 %
% due from all other rated carriers
— %
0.1 %
% due from all other carriers with no A.M.
Best rating (1)
36.2 %
33.1 %
Largest balance due from any one carrier
as % of total shareholders’ equity
7.8 %
7.2 %
(1)
At December 31, 2024 and 2023 period, over 95% of such amount
were collateralized through reinsurance trusts, funds withheld
arrangements, letters of credit or other, respectively.
Contractholder Receivables
The following table provides a roll forward of the allowance
for expected credit losses of the Company’s contractholder
receivables:
Year Ended December 31, 2024
Contractholder
Receivables,
Net of
Allowance
Allowance for
Expected
Credit Losses
Balance at beginning of period
$
1,814
$
3
Change for provision of expected
credit losses
2
Balance at end of period
$
2,161
$
5
Year Ended December 31, 2023
Balance at beginning of period
$
1,731
$
3
Change for provision of expected
credit losses
—
Balance at end of period
1,814
$
3
8.
Reinsurance
In the normal course of business, the Company’s insurance
subsidiaries cede a portion of their premium through pro rata
and excess of loss reinsurance agreements on a treaty or
facultative basis to third parties. The Company’s reinsurance
subsidiaries participate in “common account” retrocessional
arrangements for certain pro rata treaties. Such arrangements
reduce the effect of individual or aggregate losses to all
companies participating on such treaties, including the
reinsurers, such as the Company’s reinsurance subsidiaries,
and the ceding company. In addition, the Company’s
reinsurance
subsidiaries
may
purchase
retrocessional
coverage as part of their risk management program. The
Company’s mortgage subsidiaries cede a portion of their
premium through quota share arrangements and enter into
various aggregate excess of loss mortgage reinsurance
agreements with various special purpose reinsurance
companies. Reinsurance recoverables are recorded as assets,
predicated on the reinsurers’ ability to meet their obligations
under the reinsurance agreements. If the reinsurers are unable
to satisfy their obligations under the agreements, the
Company’s insurance or reinsurance subsidiaries would be
liable for such defaulted amounts.
The effects of reinsurance on the Company’s written and
earned premiums and losses and loss adjustment expenses
with unaffiliated reinsurers were as follows:
Year Ended December 31,
2024
2023
2022
Premiums Written
Direct
$
10,056
$
9,652
$
8,542
Assumed
11,455
8,751
6,785
Ceded
(5,779)
(4,935)
(4,249)
Net
$
15,732
$
13,468
$
11,078
Premiums Earned
Direct
$
9,721
$
9,131
$
8,058
Assumed
10,880
7,890
5,768
Ceded
(5,501)
(4,581)
(4,147)
Net
$
15,100
$
12,440
$
9,679
Losses and Loss
Adjustment Expenses
Direct
$
5,676
$
4,739
$
3,991
Assumed
6,137
3,975
3,558
Ceded
(3,471)
(2,468)
(2,521)
Net
$
8,342
$
6,246
$
5,028
Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
137
2024 FORM 10-K
Bellemeade Re
The Company has entered into various aggregate excess of
loss mortgage reinsurance agreements with various special
purpose reinsurance companies domiciled in Bermuda (the
“Bellemeade Agreements”). For the respective coverage
periods, the Company will retain the first layer of the
respective aggregate losses and the special purpose
reinsurance companies will provide second layer coverage up
to the outstanding coverage amount. The Company will then
retain losses in excess of the outstanding coverage limit. The
aggregate excess of loss reinsurance coverage decreases over
a ten-year period as the underlying covered mortgages
amortize. See note 12.
The following table summarizes the respective coverages and
retentions at December 31, 2024:
Bellemeade Entities
(Issue Date)
Initial
Coverage at
Issuance
Current
Coverage
Remaining
Retention, Net
2021-3 Ltd. (1)
$
639
$
461
$
132
2022-1 Ltd. (2)
317
218
140
2022-2 Ltd. (3)
327
293
199
2023-1 Ltd. (4)
233
233
175
2024-1 Ltd. (5)
204
204
172
Total
$
1,720
$
1,409
$
818
(1)
Issued in September 2021, covering in-force policies issued between
April 1, 2021 and June 30, 2021. $508 million was directly funded by
Bellemeade Re 2021-3 Ltd. via insurance-linked notes, with an
additional $131 million capacity provided directly to Arch MI U.S. by
a separate panel of reinsurers.
(2)
Issued in January 2022, covering in-force policies issued between July
1, 2021 and November 30, 2021. $284 million was directly funded by
Bellemeade Re 2022-1 Ltd. via insurance-linked notes, with an
additional $33 million capacity provided directly to Arch MI U.S. by a
separate panel of reinsurers.
(3)
Issued in September 2022, covering in-force policies issued between
November 1, 2021 and June 30, 2022. $201 million was directly
funded by Bellemeade Re 2022-2 Ltd. via insurance-linked notes, with
an additional $126 million capacity provided directly to Arch MI U.S.
by a separate panel of reinsurers.
(4)
Issued in October 2023, covering in-force policies issued between
January 1, 2023 and September 30, 2023. $186 million was directly
funded by Bellemeade Re 2023-1 Ltd. via insurance-linked notes, with
an additional $47 million capacity provided directly to Arch MI U.S.
by a separate panel of reinsurers.
(5)
Issued in August 2024, covering in-force policies issued between
September 1, 2023 and July 31, 2024. $163 million was directly funded
by Bellemeade Re 2024-1 Ltd. via insurance-linked notes, with an
additional $41 million capacity provided directly to Arch MI U.S. by a
separate panel of reinsurers.
Table of Contents
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
138
2024 FORM 10-K
9.
Investment Information
Available For Sale Investments
The following table summarizes the fair value and cost or amortized cost of the Company’s securities classified as available for
sale:
Estimated
Fair
Value
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Allowance for
Expected Credit
Losses
Cost or
Amortized
Cost
December 31, 2024
Fixed maturities:
Corporate bonds
$
12,487
$
110
$
(346) $
(12) $
12,735
U.S. government and government agencies
6,710
8
(149)
—
6,851
Asset backed securities
2,900
19
(32)
(8)
2,921
Non-U.S. government securities
2,538
30
(107)
(1)
2,616
Commercial mortgage backed securities
1,058
6
(11)
(1)
1,064
Residential mortgage backed securities
1,079
6
(31)
—
1,104
Municipal bonds
263
—
(16)
—
279
Total
27,035
179
(692)
(22)
27,570
Short-term investments
2,784
2
(2)
—
2,784
Total
$
29,819
$
181
$
(694) $
(22) $
30,354
December 31, 2023
Fixed maturities:
Corporate bonds
$
10,855
$
157
$
(464) $
(20) $
11,182
U.S. government and government agencies
5,814
63
(86)
—
5,837
Asset backed securities
2,250
11
(55)
(5)
2,299
Non-U.S. government securities
2,062
33
(100)
(1)
2,130
Commercial mortgage backed securities
1,213
3
(34)
(2)
1,246
Residential mortgage backed securities
1,103
7
(66)
—
1,162
Municipal bonds
256
1
(20)
—
275
Total
23,553
275
(825)
(28)
24,131
Short-term investments
2,063
1
(2)
—
2,064
Total
$
25,616
$
276
$
(827) $
(28) $
26,195
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
139
2024 FORM 10-K
The following table summarizes, for all available for sale securities in an unrealized loss position, the fair value and gross
unrealized loss by length of time the security has been in a continual unrealized loss position:
Less than 12 Months
12 Months or More
Total
Estimated
Fair
Value
Gross
Unrealized
Losses
Estimated
Fair
Value
Gross
Unrealized
Losses
Estimated
Fair
Value
Gross
Unrealized
Losses
December 31, 2024
Fixed maturities:
Corporate bonds
$
4,582
$
(114)
$
2,924
$
(232)
$
7,506
$
(346)
U.S. government and government agencies
5,130
(100)
516
(49)
5,646
(149)
Non-U.S. government securities
1,650
(58)
418
(49)
2,068
(107)
Residential mortgage backed securities
571
(6)
186
(25)
757
(31)
Asset backed securities
236
(8)
426
(24)
662
(32)
Commercial mortgage backed securities
180
(1)
434
(10)
614
(11)
Municipal bonds
48
(1)
176
(15)
224
(16)
Total
12,397
(288)
5,080
(404)
17,477
(692)
Short-term investments
97
(2)
—
—
97
(2)
Total
$
12,494
$
(290)
$
5,080
$
(404)
$
17,574
$
(694)
December 31, 2023
Fixed maturities:
Corporate bonds
$
1,559
$
(45)
$
4,959
$
(419)
$
6,518
$
(464)
U.S. government and government agencies
1,066
(10)
941
(76)
2,007
(86)
Non-U.S. government securities
365
(4)
897
(96)
1,262
(100)
Residential mortgage backed securities
221
(3)
522
(63)
743
(66)
Asset backed securities
234
(1)
1,112
(54)
1,346
(55)
Commercial mortgage backed securities
100
(1)
909
(33)
1,009
(34)
Municipal bonds
20
(1)
215
(19)
235
(20)
Total
3,565
(65)
9,555
(760)
13,120
(825)
Short-term investments
302
(2)
—
—
302
(2)
Total
$
3,867
$
(67)
$
9,555
$
(760)
$
13,422
$
(827)
At December 31, 2024, on a lot level basis, approximately 9,980 security lots out of a total of approximately 20,930 security
lots were in an unrealized loss position and the largest single unrealized loss from a single lot in the Company’s fixed maturity
portfolio was $8 million. The Company believes that such securities were temporarily impaired at December 31, 2024. At
December 31, 2023, on a lot level basis, approximately 7,100 security lots out of a total of approximately 15,720 security lots
were in an unrealized loss position and the largest single unrealized loss from a single lot in the Company’s fixed maturity
portfolio was $6 million.
The contractual maturities of the Company’s fixed maturities are shown in the following table. Expected maturities, which are
management’s best estimates, will differ from contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
December 31, 2024
December 31, 2023
Maturity
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Due in one year or less
$
438
$
451
$
480
$
499
Due after one year through five years
15,364
15,590
12,924
13,101
Due after five years through 10 years
5,811
6,039
5,249
5,450
Due after 10 years
385
401
334
374
21,998
22,481
18,987
19,424
Mortgage backed securities
1,079
1,104
1,103
1,162
Commercial mortgage backed securities
1,058
1,064
1,213
1,246
Asset backed securities
2,900
2,921
2,250
2,299
Total
$
27,035
$
27,570
$
23,553
$
24,131
Table of Contents
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
140
2024 FORM 10-K
Equity Securities, at Fair Value
At December 31, 2024, the Company held $1.7 billion of
equity securities, at fair value, compared to $1.2 billion at
December 31, 2023.
Net Investment Income
The components of net investment income were derived from
the following sources:
Year Ended December 31,
2024
2023
2022
Fixed maturities
$
1,266
$
917
$
469
Short-term investments
144
68
29
Equity securities
40
22
22
Other (1)
136
93
47
Gross investment income
1,586
1,100
567
Investment expenses
(91)
(77)
(71)
Net investment income
$
1,495
$
1,023
$
496
(1)
Amounts include dividends and other distributions on investment
funds, term loan investments, funds held balances, cash balances and
other items.
Net Realized Gains (Losses)
Net realized gains (losses) were as follows:
Year Ended December 31,
2024
2023
2022
Available for sale securities:
Gross gains on investment
sales
$
259
$
116
$
81
Gross losses on investment
sales
(354)
(547)
(317)
Change in fair value of assets
and liabilities accounted for
using the fair value option:
Fixed maturities
3
18
(71)
Other investments
(144)
27
(21)
Equity securities
(1)
1
(4)
Short-term investments
—
—
(3)
Equity securities, at fair value :
Net realized gains (losses) on
securities sold
62
61
75
Net unrealized gains (losses)
on equity securities still held
at reporting date
108
88
(267)
Allowance for credit losses:
Investments related
—
3
(44)
Underwriting related
5
(1)
(13)
Derivative instruments (1)
8
59
(75)
Other (2)
251
10
(4)
Net realized gains (losses)
$
197
$
(165) $
(663)
(1)
See note 11, for information on the Company’s derivative instruments.
(2)
Amounts in the 2024 period include benefits from the sale of Castel
Underwriting Agencies Limited and the acquisition of RMIC.
Other Investments
The following table summarizes the Company’s assets and
liabilities which are accounted for using the fair value option:
December 31,
2024
2023
Other investments
$
2,135
$
1,777
Fixed maturities
854
683
Equity securities
7
7
Short-term investments
70
21
Total other investments
$
3,066
$
2,488
The following table summarizes the Company’s other
investments, as detailed in the previous table, by strategy:
December 31,
2024
2023
Investment grade fixed income
1,055
754
Term loan investments
430
272
Lending
303
427
Private equity
229
182
Credit related funds
99
124
Energy
19
18
Total
$
2,135
$
1,777
Limited Partnership Interests
In the normal course of its activities, the Company invests in
limited partnerships as part of its overall investment strategy.
Such amounts are included in ‘investments accounted for
using the equity method’ and ‘investments accounted for
using the fair value option.’ The Company determined that
these limited partnership interests represented variable
interests in the funds. The Company’s maximum exposure to
loss with respect to these investments is limited to the
investment carrying amounts reported in the Company’s
consolidated balance sheet and any unfunded commitment.
The following table summarizes investments in limited
partnership interests where the Company has a variable
interest by balance sheet item:
December 31,
2024
2023
Investments accounted for using the equity
method (1)
$
5,980
$
4,566
Investments accounted for using the fair
value option (2)
48
114
Total
$
6,028
$
4,680
(1) Aggregate unfunded commitments were $4.3 billion at December 31,
2024, compared to $3.4 billion at December 31, 2023.
(2)
Aggregate unfunded commitments were $21 million at December 31,
2024, compared to $32 million at December 31, 2023.
Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
141
2024 FORM 10-K
Investments Accounted For Using the Equity Method
The following table summarizes the Company’s investments
accounted for using the equity method, by strategy:
December 31,
2024
2023
Private equity
$
1,915
$
1,175
Credit related funds
1,487
1,258
Real estate
869
666
Lending
616
597
Infrastructure
425
320
Fixed income
384
277
Equities
217
178
Energy
67
95
Total
$
5,980
$
4,566
In applying the equity method, investments are initially
recorded at cost and are subsequently adjusted based on the
Company’s proportionate share of the net income or loss of
the funds (which include changes in the fair value of the
underlying securities in the funds). Such investments are
generally recorded on a one to three month lag based on the
availability of reports from the investment funds.
Equity in Net Income (Loss) of Investments Accounted For
Using the Equity Method
The Company recorded equity in net income related to
investments accounted for using the equity method of $580
million for 2024, compared to $278 million for 2023 and
$115 million for 2022. In applying the equity method,
investments are initially recorded at cost and are
subsequently adjusted based on the Company’s proportionate
share of the net income or loss of the funds (which include
changes in the market value of the underlying securities in
the funds).
A summary of aggregated financial information for the
Company’s investment funds and operating affiliates
accounted for using the equity method is as follows:
December 31,
2024
2023
Invested assets
$
113,977
$
91,534
Total assets
132,647
108,952
Total liabilities
36,614
33,901
Net assets
$
96,033
$
75,051
Year Ended December 31,
2024
2023
2022
Total revenues
$
19,160
$
7,766
$
12,305
Total expenses
7,269
7,174
5,374
Net income (loss)
$
11,891
$
592
$
6,931
Certain of the Company’s other investments and investments
accounted for using the equity method are in investment
funds for which the Company has the option to redeem at
agreed upon values as described in each investment fund’s
subscription agreement. Depending on the terms of the
various subscription agreements, investments in investment
funds may be redeemed daily, monthly, quarterly or on other
terms. Two common redemption restrictions which may
impact the Company’s ability to redeem these investment
funds are gates and lockups. A gate is a suspension of
redemptions which may be implemented by the general
partner or investment manager of the fund in order to defer,
in whole or in part, the redemption request in the event the
aggregate amount of redemption requests exceeds a
predetermined percentage of the investment fund's net assets
which may otherwise hinder the general partner or
investment manager's ability to liquidate holdings in an
orderly fashion in order to generate the cash necessary to
fund extraordinarily large redemption payouts. A lockup
period is the initial amount of time an investor is
contractually required to hold the security before having the
ability to redeem. If the investment funds are eligible to be
redeemed, the time to redeem such fund can take weeks or
months following the notification.
Investments in Operating Affiliates
Investments in which the Company has significant influence
over the operating and financial policies are classified as
‘investments in operating affiliates’ on the Company’s
balance sheets and are accounted for under the equity
method. Such investments primarily include the Company’s
investment in Coface SA (“Coface”), Greysbridge Holdings
Ltd., (“Greysbridge”) and Premia Holdings Ltd. (“Premia”).
Investments in Coface and Premia are generally recorded on
a three month lag, while the Company’s investment in
Greysbridge is not recorded on a lag.
In 2021, the Company completed the share purchase
agreement with Natixis to purchase 29.5% of the common
equity of Coface, a France-based leader in the global trade
credit insurance market. The consideration paid was €9.95
per share, or an aggregate €453 million (approximately
$546 million) including related fees. Income (loss) from
operating affiliates reflected a one-time gain of $75 million
realized from the acquisition. As a result of equity method
accounting rules, approximately $36 million of additional
gain was deferred and will generally be recognized over the
next five years. As of December 31, 2024, the Company
owned approximately 29.9% of the issued shares of Coface,
or 30.03% excluding treasury shares, with a carrying value of
$592 million, compared to $570 million at December 31,
2023.
In 2021, the Company completed acquisition of Somers
Group Holdings Ltd. and its wholly owned subsidiaries
(collectively, “Somers”) by Greysbridge for a cash purchase
price of $35.00 per common share. Somers is wholly owned
by Greysbridge, and Greysbridge is owned 40% by the
Company, 30% by certain investment funds managed by
Table of Contents
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
142
2024 FORM 10-K
Kelso & Company (“Kelso”) and 30% owned by certain
investment funds managed by Warburg Pincus LLC
(“Warburg”). At December 31, 2024 the Company’s carrying
value in Greysbridge was $523 million, compared to
$430 million at December 31, 2023. The Company’s carrying
value in Greysbridge reflected aggregate purchase price of
$279 million along with income (loss) from operating
affiliates, which included a one-time gain of $96 million
recognized from the acquisition. See note 16.
The Company recorded income from operating affiliates of
$200 million for 2024, compared to $184 million for 2023
and $75 million for 2022.
Allowance for Expected Credit Losses
The following table provides a roll forward of the allowance for expected credit losses of the Company’s securities classified as
available for sale:
Year Ended December 31, 2024
Structured
Securities (1)
Non-U.S.
Government
Securities
Corporate
Bonds
Total
Balance at beginning of period
$
7
$
1
$
20
$
28
Additions for current-period provision for expected credit losses
—
—
—
—
Additions (reductions) for previously recognized expected credit losses
3
—
(3)
—
Reductions due to disposals
(1)
—
(5)
(6)
Balance at end of period
$
9
$
1
$
12
$
22
Year Ended December 31, 2023
Balance at beginning of period
$
9
$
2
$
30
$
41
Additions for current-period provision for expected credit losses
2
—
5
7
Additions (reductions) for previously recognized expected credit losses
(3)
—
(7)
(10)
Reductions due to disposals
(1)
(1)
(8)
(10)
Balance at end of period
$
7
$
1
$
20
$
28
(1)
Includes asset backed securities, mortgage backed securities and commercial mortgage backed securities.
Restricted Assets
The Company is required to maintain assets on deposit,
which primarily consist of fixed maturities, with various
regulatory authorities to support its underwriting operations.
The Company’s subsidiaries maintain assets in trust accounts
as collateral for transactions with affiliated companies and
also have investments in segregated portfolios primarily to
provide collateral or guarantees for letters of credit to third
parties
The following table details the value of the Company’s
restricted assets:
December 31,
2024
2023
Assets used for collateral or guarantees:
Affiliated transactions
$
4,730
$
4,854
Third party agreements (1)
5,999
2,869
Deposits with U.S. regulatory authorities
882
833
Other (2)
1,437
1,376
Total restricted assets
$
13,048
$
9,932
(1) 2024 period includes amounts related to the MCE Acquisition.
(2) Primarily includes Funds at Lloyds, deposits with non-U.S. regulatory
authorities and other restricted assets.
Reconciliation of Cash and Restricted Cash
The following table details reconciliation of cash and
restricted cash within the Consolidated Balance Sheets:
December 31,
2024
2023
2022
Cash
$
979
$
917
$
855
Restricted cash (included in
‘other assets’)
781
581
418
Cash and restricted cash
$
1,760
$
1,498
$
1,273
Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
143
2024 FORM 10-K
10. Fair Value
Accounting guidance regarding fair value measurements
addresses how companies should measure fair value when
they are required to use a fair value measure for recognition
or disclosure purposes under GAAP and provides a common
definition of fair value to be used throughout GAAP. It
defines fair value as the price that would be received to sell
an asset or paid to transfer a liability in an orderly fashion
between market participants at the measurement date. In
addition, it establishes a three-level valuation hierarchy for
the disclosure of fair value measurements. The valuation
hierarchy is based upon the transparency of inputs to the
valuation of an asset or liability as of the measurement date.
The level in the hierarchy within which a given fair value
measurement falls is determined based on the lowest level
input that is significant to the measurement (Level 1 being
the highest priority and Level 3 being the lowest priority).
The levels in the hierarchy are defined as follows:
Level 1:
Inputs to the valuation methodology are
observable inputs that reflect quoted prices
(unadjusted) for identical assets or liabilities in
active markets
Level 2:
Inputs to the valuation methodology include
quoted prices for similar assets and liabilities in
active markets, and inputs that are observable for
the asset or liability, either directly or indirectly,
for substantially the full term of the financial
instrument
Level 3:
Inputs to the valuation methodology are
unobservable and significant to the fair value
measurement
Following is a description of the valuation methodologies
used for securities measured at fair value, as well as the
general classification of such securities pursuant to the
valuation hierarchy. The Company reviews its securities
measured at fair value and discusses the proper classification
of such investments with investment advisers and others.
The Company determines the existence of an active market
based on its judgment as to whether transactions for the
financial instrument occur in such market with sufficient
frequency
and
volume
to
provide
reliable
pricing
information. The independent pricing sources obtain market
quotations and actual transaction prices for securities that
have quoted prices in active markets. The Company uses
quoted values and other data provided by nationally
recognized independent pricing sources as inputs into its
process for determining fair values of its fixed maturity
investments. To validate the techniques or models used by
pricing sources, the Company's review process includes, but
is not limited to: (i) quantitative analysis (e.g., comparing the
quarterly return for each managed portfolio to its target
benchmark, with significant differences identified and
investigated); (ii) a review of the prices obtained in the
pricing process and the range of resulting fair values; (iii)
initial and ongoing evaluation of methodologies used by
outside parties to calculate fair value; (iv) a comparison of
the fair value estimates to the Company’s knowledge of the
current market; (v) a comparison of the pricing services' fair
values to other pricing services' fair values for the same
investments; and (vi) periodic back-testing, which includes
randomly selecting purchased or sold securities and
comparing the executed prices to the fair value estimates
from the pricing service. A price source hierarchy was
maintained in order to determine which price source would
be used (i.e., a price obtained from a pricing service with
more seniority in the hierarchy will be used over a less senior
one in all cases). The hierarchy prioritizes pricing services
based on availability and reliability and assigns the highest
priority to index providers. Based on the above review, the
Company will challenge any prices for a security or portfolio
which are considered not to be representative of fair value.
In certain circumstances, when fair values are unavailable
from these independent pricing sources, quotes are obtained
directly from broker-dealers who are active in the
corresponding markets. Such quotes are subject to the
validation procedures noted above. Of the $35.0 billion of
financial assets and liabilities measured at fair value at
December 31, 2024, approximately $185 million, or 0.5%,
were priced using non-binding broker-dealer quotes. Of the
$29.6 billion of financial assets and liabilities measured at
fair value at December 31, 2023, approximately $14 million,
or 0.0%, were priced using non-binding broker-dealer quotes.
Fixed maturities
The Company uses the market approach valuation technique
to estimate the fair value of its fixed maturity securities,
when possible. The market approach includes obtaining
prices from independent pricing services, such as index
providers and pricing vendors, as well as to a lesser extent
quotes from broker-dealers. The independent pricing sources
obtain market quotations and actual transaction prices for
securities that have quoted prices in active markets. Each
source has its own proprietary method for determining the
fair value of securities that are not actively traded. In general,
these methods involve the use of “matrix pricing” in which
the independent pricing source uses observable market inputs
including, but not limited to, investment yields, credit risks
and spreads, benchmarking of like securities, broker-dealer
quotes, reported trades and sector groupings to determine a
reasonable fair value. The following describes the significant
inputs generally used to determine the fair value of the
Company’s fixed maturity securities by asset class:
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2024 FORM 10-K
U.S. government and government agencies – valuations
provided by independent pricing services, with all prices
provided through index providers and pricing vendors. The
Company determined that all U.S. Treasuries would be
classified as Level 1 securities due to observed levels of
trading activity, the high number of strongly correlated
pricing quotes received on U.S. Treasuries and other factors.
The fair values of U.S. government agency securities are
generally determined using the spread above the risk-free
yield curve. As the yields for the risk-free yield curve and the
spreads for these securities are observable market inputs, the
fair values of U.S. government agency securities are
classified within Level 2.
Corporate bonds – valuations provided by independent
pricing services, substantially all through index providers and
pricing vendors with a small amount through broker-dealers.
The fair values of these securities are generally determined
using the spread above the risk-free yield curve. These
spreads are generally obtained from the new issue market,
secondary trading and from broker-dealers who trade in the
relevant security market. As the significant inputs used in the
pricing process for corporate bonds are observable market
inputs, the fair value of these securities are classified within
Level 2. A small number of securities are included in Level 3
due to the lack of an available independent price source for
such securities. As the significant inputs used to price these
securities are unobservable, the fair value of such securities
are classified as Level 3.
Residential mortgage-backed securities – valuations provided
by independent pricing services, substantially all through
pricing vendors and index providers with a small amount
through broker-dealers. The fair values of these securities are
generally determined through the use of pricing models
(including Option Adjusted Spread) which use spreads to
determine the expected average life of the securities. These
spreads are generally obtained from the new issue market,
secondary trading and from broker-dealers who trade in the
relevant security market. The pricing services also review
prepayment speeds and other indicators, when applicable. As
the significant inputs used in the pricing process for
mortgage-backed securities are observable market inputs, the
fair value of these securities are classified within Level 2.
Municipal bonds – valuations provided by independent
pricing services, with all prices provided through index
providers and pricing vendors. The fair values of these
securities are generally determined using spreads obtained
from broker-dealers who trade in the relevant security
market, trade prices and the new issue market. As the
significant inputs used in the pricing process for municipal
bonds are observable market inputs, the fair value of these
securities are classified within Level 2.
Commercial
mortgage-backed
securities
–
valuations
provided by independent pricing services, substantially all
through index providers and pricing vendors with a small
amount through broker-dealers. The fair values of these
securities are generally determined through the use of pricing
models which use spreads to determine the appropriate
average life of the securities. These spreads are generally
obtained from the new issue market, secondary trading and
from broker-dealers who trade in the relevant security
market. As the significant inputs used in the pricing process
for commercial mortgage-backed securities are observable
market inputs, the fair value of these securities are classified
within Level 2.
Non-U.S. government securities – valuations provided by
independent pricing services, with all prices provided
through index providers and pricing vendors. The fair values
of these securities are generally based on international indices
or valuation models which include daily observed yield
curves, cross-currency basis index spreads and country credit
spreads. As the significant inputs used in the pricing process
for non-U.S. government securities are observable market
inputs, the fair value of these securities are classified within
Level 2.
Asset-backed securities – valuations provided by independent
pricing services, substantially all through index providers and
pricing vendors with a small amount through broker-dealers.
The fair values of these securities are generally determined
through the use of pricing models (including Option Adjusted
Spread) which use spreads to determine the appropriate
average life of the securities. These spreads are generally
obtained from the new issue market, secondary trading and
from broker-dealers who trade in the relevant security
market. As the significant inputs used in the pricing process
for asset-backed securities are observable market inputs, the
fair value of these securities are classified within Level 2. A
small number of securities are included in Level 3 due to a
low level of transparency on the inputs used in the pricing
process.
Equity securities
The Company determined that exchange-traded equity
securities would be included in Level 1 as their fair values
are based on quoted market prices in active markets. Other
equity securities are included in Level 2 of the valuation
hierarchy. A small number of securities are included in Level
3 due to the lack of an available independent price source for
such securities. As the significant inputs used to price these
securities are unobservable, the fair value of such securities
are classified as Level 3.
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2024 FORM 10-K
Other investments
The Company determined that exchange-traded investments
would be included in Level 1 as their fair values are based on
quoted market prices in active markets. Other investments
also include term loan investments for which fair values are
estimated by using quoted prices of term loan investments
with similar characteristics, pricing models or matrix pricing.
Such investments are generally classified within Level 2. A
small number of securities are included in Level 3 due to the
lack of an available independent price source for such
securities.
Derivative instruments
The Company’s futures contracts, foreign currency forward
contracts, interest rate swaps and other derivatives trade in
the over-the-counter derivative market. The Company uses
the market approach valuation technique to estimate the fair
value for these derivatives based on significant observable
market inputs from third party pricing vendors, non-binding
broker-dealer quotes and/or recent trading activity. As the
significant inputs used in the pricing process for these
derivative instruments are observable market inputs, the fair
value of these securities are classified within Level 2.
Short-term investments
The Company determined that certain of its short-term
investments held in highly liquid money market-type funds,
Treasury bills and commercial paper would be included in
Level 1 as their fair values are based on quoted market prices
in active markets. The fair values of certain short-term
investments are generally determined using the spread above
the risk-free yield curve and are classified within Level 2.
Other short-term investments are included in Level 3 due to
the lack of an available independent price source for such
securities. As the significant inputs used to price these short-
term securities are unobservable, the fair value of such
securities are classified as Level 3.
Residential mortgage loans
The Company’s residential mortgage loans (included in
‘other assets’ in the consolidated balance sheets) include
amounts related to the Company’s whole mortgage loan
purchase and sell program. Fair values of residential
mortgage loans are generally determined based on market
prices. As significant inputs used in pricing process for these
residential mortgage loans are observable market inputs, the
fair value of these securities are classified within Level 2.
Other liabilities
The Company’s other liabilities include contingent and
deferred consideration liabilities related to the Company’s
acquisitions.
Contingent
consideration
liabilities
are
remeasured at fair value at each balance sheet date with
changes in fair value recognized in ‘net realized gains
(losses).’ To determine the fair value of contingent
consideration liabilities, the Company estimates the future
payments using an income approach based on modeled inputs
which include a weighted average cost of capital. Deferred
consideration liabilities are measured at fair value on the
transaction date. The Company determined that contingent
and deferred consideration liabilities would be included
within Level 3.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
146
2024 FORM 10-K
The following table presents the Company’s financial assets and liabilities measured at fair value by level at December 31,
2024:
Fair Value Measurement Using:
Estimated
Fair Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets measured at fair value:
Available for sale securities:
Fixed maturities:
Corporate bonds
$
12,487
$
—
$
12,390
$
97
U.S. government and government agencies
6,710
6,709
1
—
Asset backed securities
2,900
—
2,900
—
Non-U.S. government securities
2,538
—
2,538
—
Commercial mortgage backed securities
1,058
—
1,058
—
Residential mortgage backed securities
1,079
—
1,079
—
Municipal bonds
263
—
263
—
Total
27,035
6,709
20,229
97
Short-term investments
2,784
2,704
80
—
Equity securities, at fair value
1,675
1,640
28
7
Derivative instruments (1)
206
—
206
—
Residential mortgage loans
15
—
15
—
Fair value option:
Corporate bonds
832
—
832
—
Non-U.S. government bonds
8
—
8
—
Asset backed securities
—
—
—
—
U.S. government and government agencies
14
14
—
—
Short-term investments
70
—
37
33
Equity securities
6
2
—
4
Other investments
752
—
563
189
Other investments measured at net asset value (2)
1,383
Total
3,065
16
1,440
226
Total assets measured at fair value
$
34,780
$
11,069
$
21,998
$
330
Liabilities measured at fair value:
Other liabilities
$
(73) $
—
$
—
$
(73)
Derivative instruments (1)
(115)
—
(115)
—
Total liabilities measured at fair value
$
(188) $
—
$
(115) $
(73)
(1)
See note 11.
(2)
In accordance with applicable accounting guidance, certain investments that are measured at fair value using the net asset value per share (or its
equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit
reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
Table of Contents
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
147
2024 FORM 10-K
The following table presents the Company’s financial assets and liabilities measured at fair value by level at December 31,
2023:
Fair Value Measurement Using:
Estimated
Fair Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets measured at fair value:
Available for sale securities:
Fixed maturities:
Corporate bonds
$
10,855
$
—
$
10,708
$
147
U.S. government and government agencies
5,814
5,792
22
—
Asset backed securities
2,250
—
2,250
—
Non-U.S. government securities
2,062
—
2,062
—
Commercial mortgage backed securities
1,213
—
1,213
—
Residential mortgage backed securities
1,103
—
1,103
—
Municipal bonds
256
—
256
—
Total
23,553
5,792
17,614
147
Equity securities, at fair value
1,186
1,151
30
5
Short-term investments
2,063
1,786
193
84
Derivative instruments (1)
197
—
197
—
Residential mortgage loans
2
—
2
—
Fair value option:
Corporate bonds
662
—
662
—
Non-U.S. government bonds
6
—
6
—
Asset backed securities
2
—
2
—
U.S. government and government agencies
13
13
—
—
Short-term investments
21
—
11
10
Equity securities
7
3
—
4
Other investments
316
—
210
106
Other investments measured at net asset value (2)
1,461
Total
2,488
16
891
120
Total assets measured at fair value
$
29,489
$
8,745
$
18,927
$
356
Liabilities measured at fair value:
Other liabilities
$
(22) $
—
$
—
$
(22)
Derivative instruments (1)
(119)
—
(119)
—
Total liabilities measured at fair value
$
(141) $
—
$
(119) $
(22)
(1)
See note 11.
(2)
In accordance with applicable accounting guidance, certain investments that are measured at fair value using the net asset value per share (or its
equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit
reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
148
2024 FORM 10-K
The following table presents a reconciliation of the beginning and ending balances for all financial assets and liabilities
measured at fair value on a recurring basis using Level 3 inputs for 2024 and 2023:
Assets
Liabilities
Available For Sale
Fair Value Option
Fair Value
Corporate
Bonds
Short-term
Investments
Other
Investments
Short-term
Investments
Equity
Securities
Equity
Securities
Other
Liabilities
Year Ended December 31, 2024
Balance at beginning of year
$
147
$
84
$
106
$
10
$
4
$
5
$
(22)
Total gains or (losses) (realized/unrealized)
Included in earnings (1)
1
—
(5)
—
—
—
10
Included in other comprehensive income
2
1
—
—
—
—
1
Purchases, issuances, sales and settlements
Purchases
100
12
148
41
—
2
—
Issuances
—
—
—
—
—
—
(64)
Sales
—
—
(5)
—
—
—
—
Settlements
(153)
(97)
(70)
(18)
—
—
2
Transfers in and/or out of Level 3
—
—
15
—
—
—
—
Balance at end of year
$
97
$
—
$
189
$
33
$
4
$
7
$
(73)
Year Ended December 31, 2023
Balance at beginning of year
$
121
$
—
$
33
$
—
$
4
$
4
$
(14)
Total gains or (losses) (realized/unrealized)
Included in earnings (1)
1
—
(5)
—
—
—
(1)
Included in other comprehensive income
(1)
—
—
—
—
—
—
Purchases, issuances, sales and settlements
Purchases
111
84
107
11
—
1
—
Issuances
—
—
—
—
—
—
(9)
Sales
—
—
(10)
—
—
—
—
Settlements
(85)
—
(19)
(1)
—
—
2
Transfers in and/or out of Level 3
—
—
—
—
—
—
—
Balance at end of year
$
147
$
84
$
106
$
10
$
4
$
5
$
(22)
(1)
Gains or losses were included in net realized gains (losses).
Financial Instruments Disclosed, But Not Carried, At Fair
Value
The Company uses various financial instruments in the
normal course of its business. The carrying values of cash,
accrued investment income, receivable for securities sold,
certain other assets, payable for securities purchased and
certain other liabilities approximated their fair values at
December 31, 2024, due to their respective short maturities.
As these financial instruments are not actively traded, their
respective fair values are classified within Level 2.
At December 31, 2024, the Company’s senior notes were
carried at their cost, net of debt issuance costs, of $2.7 billion
and had a fair value of $2.4 billion. At December 31, 2023,
the Company’s senior notes were carried at their cost, net of
debt issuance costs, of $2.7 billion and had a fair value of
$2.5 billion. The fair values of the senior notes were obtained
from a third party pricing service and are based on observable
market inputs. As such, the fair value of the senior notes is
classified within Level 2.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
149
2024 FORM 10-K
Fair Value Measurements on a Non-Recurring Basis
The Company measures the fair value of certain assets on a
non-recurring basis, generally quarterly, annually, or when
events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. These assets
include investments accounted for using the equity method,
certain other investments, goodwill and intangible assets, and
long-lived assets. The Company uses a variety of techniques
to measure the fair value of these assets when appropriate, as
described below:
Investments accounted for using the equity method. When the
Company determines that the carrying value of these assets
may not be recoverable, the Company records the assets at
fair value with the loss recognized in income. In such cases,
the Company measures the fair value of these assets using the
techniques discussed above in “—Fair Value Measurements
on a Recurring Basis.”
Goodwill and Intangible Assets. The Company tests goodwill
and intangible assets annually for impairment or whenever
events or changes in circumstances indicate the carrying
amount may not be recoverable. When the Company
determines goodwill and intangible assets may be impaired,
the Company uses techniques including discounted expected
future cash flows, to measure fair value.
Long-Lived Assets. The Company tests its long-lived assets
for impairment whenever events or changes in circumstances
indicate the carrying amount of a long-lived asset may not be
recoverable.
11. Derivative Instruments
The Company’s investment strategy allows for the use of
derivative
instruments.
The
Company’s
derivative
instruments are recorded on its consolidated balance sheets at
fair value. The Company utilizes exchange traded U.S.
Treasury note, Eurodollar and other futures contracts and
commodity futures to manage portfolio duration or replicate
investment positions in its portfolios and the Company
routinely utilizes foreign currency forward contracts,
currency options, index futures contracts and other
derivatives as part of its total return objective. In addition,
certain of the Company’s investments are managed in
portfolios which incorporate the use of foreign currency
forward contracts which are intended to provide an economic
hedge against foreign currency movements.
The following table summarizes information on the fair
values and notional values of the Company’s derivative
instruments:
Estimated Fair Value
Asset
Derivatives (1)
Liability
Derivatives (1)
Notional
Value (2)
December 31, 2024
Futures contracts
$
78
$
(46) $
4,781
Foreign currency
forward contracts
90
(48)
1,698
Other (3)
38
(21)
236
Total
$
206
$
(115)
December 31, 2023
Futures contracts
$
139
$
(61) $
3,746
Foreign currency
forward contracts
27
(32)
1,224
Other (3)
31
(26)
512
Total
$
197
$
(119)
(1)
The fair value of asset derivatives are included in ‘other assets’ and the
fair value of liability derivatives are included in ‘other liabilities.’
(2)
Represents the absolute notional value of all outstanding contracts,
consisting of long and short positions.
(3)
Includes swaps, options and other derivatives contracts.
The Company did not hold any derivatives which were
designated as hedging instruments at December 31, 2024 or
2023.
The Company’s derivative instruments can be traded under
master netting agreements, which establish terms that apply
to all derivative transactions with a counterparty. In the event
of a bankruptcy or other stipulated event of default, such
agreements provide that the non-defaulting party may elect to
terminate all outstanding derivative transactions, in which
case all individual derivative positions (loss or gain) with a
counterparty are closed out and netted and replaced with
a single amount, usually referred to as the termination
amount, which is expressed in a single currency. The
resulting single net amount, where positive, is payable to the
party “in-the-money” regardless of whether or not it is the
defaulting party, unless the parties have agreed that only the
non-defaulting party is entitled to receive a termination
payment where the net amount is positive and is in its favor.
At December 31, 2024, $206 million and $115 million,
respectively, of asset derivatives and liability derivatives
were subject to a master netting agreement compared to $197
million and $119 million, respectively, at December 31,
2023. The remaining derivatives included in the table above
were not subject to a master netting agreement.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
150
2024 FORM 10-K
Realized and unrealized contract gains and losses on the
Company’s derivative instruments are reflected in ‘net
realized gains (losses)’ in the consolidated statements of
income, as summarized in the following table:
Derivatives not designated
as hedging instruments
Year Ended December 31,
2024
2023
2022
Net realized gains (losses):
Futures contracts
$
4
$
49
$
(86)
Foreign currency forward
contracts
(6)
21
6
Other (1)
10
(11)
5
Total
$
8
$
59
$
(75)
(1) Includes realized gains or losses on swaps, options and other derivatives
contracts.
12. Variable Interest Entities
Bellemeade Re
The Company has entered into aggregate excess of loss
mortgage reinsurance agreements with various special
purpose reinsurance companies domiciled in Bermuda (the
“Bellemeade Agreements”). At the time the Bellemeade
Agreements were entered into, the applicability of the
accounting guidance that addresses VIEs was evaluated. As a
result of the evaluation of the Bellemeade Agreements, the
Company concluded that these entities are VIEs. However,
given that the ceding insurers do not have the unilateral
power to direct those activities that are significant to their
economic performance, the Company does not consolidate
such entities in its consolidated financial statements. The
reinsurance premium paid in regard to the Bellemeade
Agreements is calculated by multiplying the outstanding
reinsurance coverage amount at the beginning of the period
by the coupon rate, which is the SOFR plus a contractual risk
margin, less the actual investment income collected during
the preceding month on the assets included in the underlying
reinsurance trusts. In the event the assets included in the
underlying reinsurance trusts became severely impaired or
worthless and the special purpose reinsurance companies
were unable to meet their future obligations, the Company’s
mortgage insurance subsidiaries would be liable to fulfill
claim payments to policyholders. The Company’s maximum
exposure to loss associated with these VIEs is determined as
the amount of mortgage insurance claim payments on the
insured policies, net of aggregate reinsurance payments
previously received, up to the full aggregate excess of loss
reinsurance coverage amounts.
The following table summarizes the total assets of the
Bellemeade entities:
December 31, 2024
December 31,
2023
Bellemeade Entities
(Issue Date)
Total VIE
Assets
Coverage
Remaining
from
Reinsurers (1)
Total VIE
Assets
2019-1 Ltd. (Mar-19)
$
—
$
—
$
71
2019-3 Ltd. (Jul-19)
—
—
99
2021-3 Ltd. (Sep-21)
363
98
429
2022-1 Ltd. (Jan-22)
202
16
256
2022-2 Ltd. (Sep-22)
180
113
201
2023-1 Ltd. (Oct-23)
186
47
186
2024-1 Ltd. (Aug-24)
163
41
—
Total
$
1,094
$
315
$
1,242
(1) Coverage from a separate panel of reinsurers remaining at December 31, 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
151
2024 FORM 10-K
13. Other Comprehensive Income (Loss)
The following table presents the changes in each component of AOCI, net of noncontrolling interests:
Unrealized
Appreciation on
Available-For-Sale
Investments
Foreign Currency
Translation
Adjustments
Total
Year Ended December 31, 2024
Beginning balance
$
(565) $
(111) $
(676)
Other comprehensive income (loss) before reclassifications
(23)
(102)
(125)
Amounts reclassified from accumulated other comprehensive income
81
—
81
Net current period other comprehensive income (loss)
58
(102)
(44)
Ending balance
$
(507) $
(213) $
(720)
Year Ended December 31, 2023
Beginning balance
$
(1,512) $
(134) $
(1,646)
Other comprehensive income (loss) before reclassifications
547
23
570
Amounts reclassified from accumulated other comprehensive income
400
—
400
Net current period other comprehensive income (loss)
947
23
970
Ending balance
$
(565) $
(111) $
(676)
Year Ended December 31, 2022
Beginning balance
$
13
$
(78) $
(65)
Other comprehensive income (loss) before reclassifications
(1,772)
(56)
(1,828)
Amounts reclassified from accumulated other comprehensive income
247
—
247
Net current period other comprehensive income (loss)
(1,525)
(56)
(1,581)
Ending balance
$
(1,512) $
(134) $
(1,646)
The following tables present details about amounts reclassified from accumulated other comprehensive income and the tax
effects allocated to each component of other comprehensive income (loss):
Consolidated Statement of Income
Amounts Reclassified from AOCI
Details About
Line Item That Includes
Year Ended December 31,
AOCI Components
Reclassification
2024
2023
2022
Unrealized appreciation on available-for-sale investments
Net realized gains (losses)
$
(95) $
(431) $
(235)
Provision for credit losses
—
3
(44)
Total before tax
(95)
(428)
(279)
Income tax (expense) benefit
14
28
32
Net of tax
$
(81) $
(400) $
(247)
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
152
2024 FORM 10-K
Following are the related tax effects allocated to each component of other comprehensive income (loss):
Before Tax
Tax Expense
Net of Tax
Amount
(Benefit)
Amount
Year Ended December 31, 2024
Unrealized appreciation (decline) in value of investments:
Unrealized holding gains (losses) arising during period
$
(23)
$
—
$
(23)
Less reclassification of net realized gains (losses) included in net income
(95)
(14)
(81)
Foreign currency translation adjustments
(105)
(3)
(102)
Other comprehensive income (loss)
$
(33)
$
11
$
(44)
Year Ended December 31, 2023
Unrealized appreciation (decline) in value of investments:
Unrealized holding gains (losses) arising during period
$
617
$
70
$
547
Less reclassification of net realized gains (losses) included in net income
(428)
(28)
(400)
Foreign currency translation adjustments
23
—
23
Other comprehensive income (loss)
$
1,068
$
98
$
970
Year Ended December 31, 2022
Unrealized appreciation (decline) in value of investments:
Unrealized holding gains (losses) arising during period
$
(2,009)
$
(237)
$
(1,772)
Less reclassification of net realized gains (losses) included in net income
(279)
(32)
(247)
Foreign currency translation adjustments
(56)
—
(56)
Other comprehensive income (loss)
$
(1,786)
$
(205)
$
(1,581)
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2024 FORM 10-K
14. Earnings Per Common Share
The calculation of basic earnings per common share is computed by dividing income available to Arch common shareholders
by the weighted average number of Common Shares and common share equivalents outstanding. The following table sets forth
the computation of basic and diluted earnings per common share:
Year Ended December 31,
2024
2023
2022
Numerator:
Net income
$
4,312
$
4,442
$
1,482
Amounts attributable to noncontrolling interests
—
1
(6)
Net income available to Arch
4,312
4,443
1,476
Preferred dividends
(40)
(40)
(40)
Net income available to Arch common shareholders
$
4,272
$
4,403
$
1,436
Denominator:
Weighted average common shares outstanding
372.5
368.7
368.6
Effect of dilutive common share equivalents:
Nonvested restricted shares
2.1
2.5
2.1
Stock options (1)
7.2
7.6
6.9
Weighted average common shares and common share equivalents outstanding – diluted
381.8
378.8
377.6
Earnings per common share:
Basic
$
11.47
$
11.94
$
3.90
Diluted
$
11.19
$
11.62
$
3.80
(1)
Certain stock options were not included in the computation of diluted earnings per share where the exercise price of the stock options exceeded the
average market price and would have been anti-dilutive or where, when applying the treasury stock method to in-the-money options, the sum of the
proceeds, including unrecognized compensation, exceeded the average market price and would have been anti-dilutive. For 2024, 2023 and 2022, the
number of stock options excluded were 2.2 million, 0.5 million and 0.8 million, respectively.
15. Income Taxes
Arch Capital is incorporated under the laws of Bermuda and,
under Bermuda law in effect as of December 31, 2024, is not
obligated to pay taxes on income or capital gains in Bermuda.
Upon its formation in 2000, the Company received a written
undertaking from the Minister of Finance in Bermuda under
the Exempted Undertakings Tax Protection Act 1966
assuring that, in the event that any legislation is enacted in
Bermuda imposing any tax computed on profits, income,
gain or appreciation on any capital asset, or any tax in the
nature of estate duty or inheritance tax, such tax will not be
applicable to Arch Capital or any of its operations until
March 31, 2035. However, on December 27, 2023, the
Government of Bermuda enacted the Bermuda CIT Act,
which is effective for tax years beginning on or after January
1, 2025. Once in effect, the new corporate income tax regime
in Bermuda is expected to supersede the Minister of
Finance’s assurance, and the Company will become subject
to taxes in Bermuda before March 31, 2035.
The Bermuda CIT Act will apply a 15% corporate income tax
to certain Bermuda constituent entities of multi-national
groups in fiscal years beginning on or after January 1, 2025.
The Company expects to incur and pay increased taxes in
Bermuda beginning in 2025. The Bermuda CIT Act, together
with the widespread adoption of the OECD Pillar II
minimum tax proposal, is expected to result in a minimum
effective tax rate of 15% in most jurisdictions in which the
Company operates.
Arch Capital has subsidiaries and branches that operate in
various jurisdictions around the world that are subject to tax
in the jurisdictions in which they operate. The significant
jurisdictions in which Arch Capital’s subsidiaries and
branches are subject to tax are the United States, United
Kingdom, Ireland, Switzerland, Australia, Canada, and
Gibraltar.
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2024 FORM 10-K
The components of income taxes attributable to operations
were as follows:
Year Ended December 31,
2024
2023
2022
Current expense (benefit):
United States
$
332
$
251
$
195
Non-U.S.
65
37
6
397
288
201
Deferred expense (benefit):
United States
(21)
(20)
(96)
Non-U.S.
(14)
(1,141)
(25)
(35)
(1,161)
(121)
Income tax expense (benefit)
$
362
$
(873) $
80
The Company’s income or loss before income taxes was
earned in the following jurisdictions:
Year Ended December 31,
2024
2023
2022
Income (Loss) Before Income Taxes:
Bermuda
$
2,611
$
2,099
$
986
United States
1,438
1,239
401
Other
625
232
175
Total
$
4,674
$
3,570
$
1,562
The expected tax provision computed on pre-tax income or
loss at the weighted average tax rate has been calculated as
the sum of the pre-tax income in each jurisdiction multiplied
by that jurisdiction’s applicable statutory tax rate. The 2024
applicable statutory tax rates by jurisdiction were as follows:
Bermuda (0.0%), United States (21.0%), United Kingdom
(25.0%), Ireland (12.5%), Switzerland (19.6%), Australia
(30.0%), Canada (26.4%) and Gibraltar (13.8%).
A reconciliation of the difference between the provision for
income taxes and the expected tax provision at the weighted
average tax rate follows:
Year Ended December 31,
2024
2023
2022
Expected income tax expense
(benefit) computed on pre-tax
income at weighted average income
tax rate
$
424
$
300
$
110
Addition (reduction) in income tax
expense (benefit) resulting from:
Sale of subsidiaries/Bargain
purchase option
(45)
—
—
Investment income
(39)
(14)
(13)
Change in tax rate
12
(1,179)
(5)
Share based compensation
(11)
(13)
(9)
Tax credits
(5)
(3)
(10)
Base eroding tax/Alternative
minimum tax
5
9
8
State taxes, net of U.S. federal tax
benefit
4
6
11
Change in valuation allowance
3
4
(23)
Uncertain tax position
3
—
—
Dividend withholding taxes
3
9
11
Other
8
8
—
Income tax expense (benefit)
$
362
$
(873) $
80
The effect of a change in tax laws or rates on deferred income
tax assets and liabilities is recognized in income in the period
in which such change is enacted.
Deferred income tax assets and liabilities reflect temporary
differences based on enacted tax rates between the carrying
amounts of assets and liabilities for financial reporting and
income tax purposes.
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Significant components of the Company’s deferred income
tax assets and liabilities were as follows:
December 31,
2024
2023
Deferred income tax assets:
Net operating loss
$
77
$
93
Discounting of net loss reserves
203
219
Net unearned premium reserve
190
133
Compensation liabilities
75
64
Foreign tax credit carryforward
22
16
Goodwill and intangible assets
1,034
1,020
Bad debt reserves
15
16
Depreciation and amortization
151
133
Lease liability
32
31
Net unrealized decline of investments
77
89
Fair value adjustment to senior notes
41
41
Other, net
—
13
Deferred income tax assets before valuation
allowance
1,917
1,868
Valuation allowance
(18)
(15)
Deferred income tax assets net of valuation allowance 1,899
1,853
Deferred income tax liabilities:
Lloyds year of account deferral
(19)
(13)
Contingency reserve
(27)
(50)
Deferred policy acquisition costs
(143)
(144)
Investment related
(43)
(13)
Right-of-use asset
(25)
(24)
Other
(6)
—
Total deferred income tax liabilities
(263)
(244)
Net deferred income tax assets
$ 1,636
$ 1,609
The Company provides a valuation allowance to reduce the
net value of certain deferred income tax assets to an amount
which management expects to more likely than not be
realized. As of December 31, 2024, the Company’s valuation
allowance was $18 million, compared to $15 million at
December
31,
2023.
The
valuation
allowance
at
December 31, 2024, was primarily attributable to valuation
allowances on the Company’s Australia, Gibraltar and Hong
Kong operations and certain other deferred income tax assets
relating to tax attributes that have a limited use.
At December 31, 2024, the Company’s net operating loss
carryforwards and tax credits were as follows:
Year Ended December 31,
2024
Expiration
Operating Loss Carryforwards
United Kingdom
$
146
No expiration
Ireland
26
No expiration
Australia
43
No expiration
Hong Kong
35
No expiration
Gibraltar
26
No expiration
Cyprus
1
No expiration
United States (1)
70
2029 - 2038
Tax Credits
U.K. foreign tax credits
14
No expiration
U.S. foreign tax credits
8
2029 - 2033
(1) The Company’s U.S. operations have recorded $70 million of net
operating loss (“NOL”) carryforwards that are subject to annual usage
limitations under Section 382 of the Internal Revenue Code (“the Code”).
The Company’s U.S. mortgage operations are eligible for a
tax deduction, subject to certain limitations, under Section
832(e) of the Code for amounts required by state law or
regulation to be set aside in statutory contingency reserves.
The deduction is allowed only to the extent that the Company
purchases non-interest bearing U.S. Mortgage Guaranty Tax
and Loss Bonds (“T&L Bonds”) issued by the U.S. Treasury
Department in an amount equal to the tax benefit derived
from deducting any portion of the statutory contingency
reserves. T&L Bonds are reflected in ‘other assets’ on the
Company’s balance sheet and totaled approximately $47
million at December 31, 2024, compared to $42 million at
December 31, 2023.
Deferred income tax liabilities have not been accrued with
respect to the undistributed earnings of the Company's U.S.,
U.K. and Ireland subsidiaries as it is the Company’s intention
that all such earnings will be indefinitely reinvested. If the
earnings were to be distributed, as dividends or otherwise,
such amounts may be subject to withholding tax in the
jurisdiction of the paying entity. The Company does not
intend to indefinitely reinvest earnings from the Company's
Canada subsidiary, however, no income or withholding taxes
have been accrued as the Canada subsidiary does not have
positive cumulative earnings and profits and therefore a
distribution from this particular subsidiary would not be
subject to income taxes or withholding taxes. Potential tax
implications of repatriation from the Company’s unremitted
earnings that are indefinitely reinvested are driven by facts at
the time of distribution. Therefore, it is not practicable to
estimate the income tax liabilities that might be incurred if
such earnings were remitted. Distributions from the U.K. or
Ireland would not be subject to withholding tax and no
deferred income tax liability would need to be accrued.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
156
2024 FORM 10-K
The Company recognizes interest and penalties relating to
unrecognized tax benefits in the provision for income taxes.
As of December 31, 2024, the Company’s total unrecognized
tax benefits, including interest and penalties, were $5 million.
If recognized, the full amount of the unrecognized tax benefit
would impact the consolidated effective tax rate. A
reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows:
December 31,
2024
2023
Balance at beginning of year
$
2
$
2
Additions based on tax positions related to the
current year
1
—
Additions for tax positions of prior years
2
—
Reductions for tax positions of prior years
—
—
Settlements
—
—
Balance at end of year
$
5
$
2
The Company, its subsidiaries and branches file income tax
returns in various federal, state and local jurisdictions. The
following table details open tax years that are potentially
subject to examination by local tax authorities, in the
following major jurisdictions:
Jurisdiction
Tax Years
United States
2019-2024
United Kingdom
2022-2024
Ireland
2020-2024
Switzerland
2020-2024
Australia
2019-2024
Canada
2020-2024
Gibraltar
2019-2024
As of December 31, 2024, the Company’s current income tax
recoverable (included in “Other assets”) was $3 million.
16. Transactions with Related Parties
In 2017, the Company acquired approximately 25% of
Premia. Premia is the parent of Premia Reinsurance Ltd., a
multi-line Bermuda reinsurance company. Premia’s strategy
is to reinsure or acquire companies or reserve portfolios in
the non-life property and casualty insurance and reinsurance
run-off market. Arch Re Bermuda and certain Arch co-
investors invested $100 million and acquired approximately
25% of Premia as well as warrants to purchase additional
common equity. Arch has appointed two directors to serve on
the seven person board of directors of Premia. Arch Re
Bermuda is providing a quota share reinsurance treaty on
certain business written by Premia, and subsidiaries of Arch
Capital are providing certain administrative and support
services to Premia, in each case pursuant to separate multi-
year agreements. During the 2024 period, the Company did
not enter into any new reinsurance transactions with Premia,
compared to $80 million and $81 million of net premiums
written and earned, respectively in 2023. At December 31,
2024, the Company recorded a funds held asset from Premia
of $137 million, compared to $158 million at December 31,
2023.
In 2021, the Company completed the acquisition of Somers.
Somers is wholly owned by Greysbridge, and Greysbridge is
owned 40% by the Company and by certain funds managed
by Kelso and Warburg. The Company entered into certain
reinsurance transactions with Somers. During 2024 and 2023
periods, the Company’s net premiums written was reduced
by $738 million and $574 million, respectively. In addition,
Somers paid certain acquisition costs and administrative fees
to the Company. At December 31, 2024, the Company
recorded a reinsurance recoverable on unpaid and paid losses
from Somers of $1.6 billion and a reinsurance balance
payable to Somers of $489 million. At December 31, 2023,
reinsurance recoverable on unpaid and paid losses from
Somers was $1.3 billion, with a reinsurance balance payable
to Somers of $475 million.
Under the terms of the Greysbridge equity financing,
beginning January 1, 2024, the Company has a call right (but
not the obligation) and Warburg and Kelso each have a put
right (but not the obligation) to buy/sell a certain amount of
their initial shares annually at the current year-end tangible
book value per share of Greysbridge. In 2024, Warburg and
Kelso both delivered a put option notice to sell a certain
amount of their initial shares. The transaction, which will
involve third-party purchasers of such shares, is expected to
close in the 2025 calendar year, subject to any required
regulatory approvals and other closing conditions. In
association with the put option notice at December 31, 2024,
the Company’s balance sheet reflected $261 million in both
other assets and other liabilities.
During 2024 period, the Company completed the acquisition
of Watford Insurance Company from Somers for a total
consideration paid of $35 million.
As of December 31, 2024, the Company owns $35 million in
aggregate principal amount of Somers 6.5% senior notes, due
July 2, 2029.
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2024 FORM 10-K
17. Leases
In the ordinary course of business, the Company renews and
enters into new leases for office property and equipment. At
the lease inception date, the Company determines whether a
contract contains a lease and its classification as a finance or
operating lease. Primarily all of the Company’s leases are
classified as operating leases. The Company’s operating
leases have remaining lease terms of up to 13 years, some of
which include options to extend the lease term. The Company
considers these options when determining the lease term and
measuring its lease liability and right-of-use asset. In
addition, the Company’s lease agreements do not contain any
material residual value guarantees or material restrictive
covenants.
Short-term operating leases with an initial term of twelve
months or less were excluded on the Company's consolidated
balance sheet and represent an inconsequential amount of
operating lease expense.
As most leases do not provide an implicit rate, the Company
uses its incremental borrowing rate based on the information
available at the lease commencement date in determining the
present value of lease payments.
Additional information regarding the Company’s operating
leases is as follows:
December 31,
2024
2023
Operating lease costs
$
34
$
33
Sublease income (1)
$
(2)
$
(2)
Cash payments included in the
measurement of lease liabilities
reported in operating cash flows
$
30
$
31
Right-of-use assets obtained in
exchange for new lease liabilities
$
30
$
28
Right-of-use assets (2)
$
129
$
125
Operating lease liability (2)
$
163
$
156
Weighted average discount rate
4.9 %
4.7 %
Weighted average remaining lease
term
7.2 years
7.2 years
(1)
The sublease income primarily relates to office property in Raleigh,
North Carolina.
(2)
The right-of-use assets are included in ‘other assets’ while the
operating lease liability is included in ‘other liabilities.’
The following table presents the contractual maturities of the
Company's operating lease liabilities at December 31, 2024:
Years Ending December 31,
2025
$
31
2026
31
2027
28
2028
24
2029
19
2030 and thereafter
63
Total undiscounted lease liability
$
196
Less: present value adjustment
(33)
Operating lease liability
$
163
Rental expense was approximately $35 million, $38 million
and $39 million for 2024, 2023 and 2022, respectively.
18.
Commitments and Contingencies
Concentrations of Credit Risk
The creditworthiness of a counterparty is evaluated by the
Company, taking into account credit ratings assigned by
independent agencies. The credit approval process involves
an assessment of factors, including, among others, the
counterparty, country and industry credit exposure limits.
Collateral may be required, at the discretion of the Company,
on certain transactions based on the creditworthiness of the
counterparty.
The areas where significant concentrations of credit risk may
exist include unpaid losses and loss adjustment expenses
recoverable, contractholder receivables, ceded unearned
premiums, paid losses and loss adjustment expenses
recoverable net of reinsurance balances payable, investments
and cash and cash equivalent balances. A credit exposure
exists with respect to reinsurance recoverables as they may
become uncollectible. The Company manages its credit risk
in its reinsurance relationships by transacting with reinsurers
that it considers financially sound and, if necessary, the
Company may hold collateral in the form of funds, trust
accounts and/or irrevocable letters of credit. This collateral
can be drawn on for amounts that remain unpaid beyond
specified time periods on an individual reinsurer basis. In
addition, certain insurance policies written by the Company’s
insurance operations feature large deductibles, primarily in its
construction and national accounts lines of business. Under
such contracts, the Company is obligated to pay the claimant
for the full amount of the claim. The Company is
subsequently reimbursed by the policyholder for the
deductible amount. These amounts are included on a gross
basis in the consolidated balance sheet in contractholder
payables and contractholder receivables, respectively. In the
event that the Company is unable to collect from the
policyholder, the Company would be liable for such
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2024 FORM 10-K
defaulted amounts. Collateral, primarily in the form of letters
of credit, cash and trusts, is obtained from the policyholder to
mitigate the Company’s credit risk. In the instances where the
company receives collateral in the form of cash, the
Company records a related liability in “Collateral held for
insured obligations.”
In addition, the Company underwrites a significant amount of
its business through brokers and a credit risk exists should
any of these brokers be unable to fulfill their contractual
obligations with respect to the payments of insurance and
reinsurance balances owed to the Company. The following
table summarizes the percentage of the Company’s gross
premiums written generated from or placed by the largest
brokers:
Broker
Year Ended December 31,
2024
2023
2022
Marsh & McLennan Companies
and its subsidiaries
18.6 %
19.0 %
17.3 %
Aon Corporation and its
subsidiaries
14.5 %
13.9 %
13.8 %
No other broker and no one insured or reinsured accounted
for more than 10% of gross premiums written for 2024, 2023
and 2022.
The Company’s available for sale investment portfolio is
managed in accordance with guidelines that have been
tailored to meet specific investment strategies, including
standards of diversification, which limit the allowable
holdings of any single issue. There were no investments in
any entity in excess of 10% of the Company’s shareholders’
equity at December 31, 2024 other than investments issued or
guaranteed by the United States government or its agencies.
Investment Commitments
The Company’s investment commitments, which are
primarily related to agreements entered into by the Company
to invest in funds and separately managed accounts when
called upon, were approximately $4.4 billion and $3.6 billion
at December 31, 2024 and 2023, respectively.
Purchase Obligations
The Company has also entered into certain agreements which
commit the Company to purchase goods or services,
primarily related to software and computerized systems. Such
purchase obligations were approximately $260 million and
$148 million at December 31, 2024 and 2023, respectively.
Employment and Other Arrangements
At December 31, 2024, the Company has entered into
employment agreements with certain of its executive officers.
Such employment arrangements provide for compensation in
the form of base salary, annual bonus, share-based awards,
participation in the Company’s employee benefit programs
and the reimbursements of expenses.
19. Debt and Financing Arrangements
The Company’s senior notes payable at December 31, 2024
and 2023 were as follows:
Carrying Amount at
Interest
Principal
December 31,
(Fixed)
Amount
2024
2023
2034 notes (1)
7.350 %
$
300
$
298
$
298
2043 notes (2)
5.144 %
500
496
495
2026 notes (3)
4.011 %
500
499
498
2046 notes (4)
5.031 %
450
446
446
2050 notes (5)
3.635 %
1,000
989
989
$
2,750
$
2,728
$
2,726
(1) Senior notes of Arch Capital issued on May 4, 2004 and due May 1, 2034
(“2034 notes”).
(2) Senior notes of Arch-U.S., a wholly-owned subsidiary of Arch Capital,
issued on December 13, 2013 and due November 1, 2043 (“2043 notes”),
fully and unconditionally guaranteed by Arch Capital.
(3) Senior notes of Arch Capital Finance LLC (“Arch Finance”), a wholly-
owned finance subsidiary of Arch Capital, issued on December 8, 2016 and
due December 15, 2026 (“2026 notes”), fully and unconditionally
guaranteed by Arch Capital.
(4) Senior notes of Arch Finance issued on December 8, 2016 and due
December 15, 2046 (“2046 notes”), fully and unconditionally guaranteed by
Arch Capital
(5) Senior notes of Arch Capital issued on June 30, 2020 and due June 30,
2050 (“2050 notes”).
The 2034 notes are Arch Capital’s senior unsecured
obligations and rank equally with all of its existing and future
senior unsecured indebtedness. Interest payments on the 2034
notes are due on May 1st and November 1st of each year.
Arch Capital may redeem the 2034 notes at any time and
from time to time, in whole or in part, at a “make-whole”
redemption price.
The 2043 notes are unsecured and unsubordinated obligations
of Arch-U.S. and Arch Capital, respectively, and rank
equally and ratably with the other unsecured and
unsubordinated indebtedness of Arch-U.S. and Arch Capital,
respectively. Interest payments on the 2043 notes are due on
May 1st and November 1st of each year. Arch-U.S. may
redeem the 2043 notes at any time and from time to time, in
whole or in part, at a “make-whole” redemption price.
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The 2026 notes are unsecured and unsubordinated obligations
of Arch Finance and Arch Capital, respectively, and rank
equally and ratably with the other unsecured and
unsubordinated indebtedness of Arch Finance and Arch
Capital, respectively. Interest payments on the 2026 notes are
due on June 15th and December 15th of each year. Arch
Finance may redeem the 2026 notes at any time and from
time to time, in whole or in part, at a “make-whole”
redemption price.
The 2046 notes are unsecured and unsubordinated obligations
of Arch Finance and Arch Capital, respectively, and rank
equally and ratably with the other unsecured and
unsubordinated indebtedness of Arch Finance and Arch
Capital, respectively. Interest payments on the 2046 notes are
due on June 15th and December 15th of each year. Arch
Finance may redeem the 2046 notes at any time and from
time to time, in whole or in part, at a “make-whole”
redemption price.
The 2050 notes are Arch Capital’s senior unsecured
obligations and rank equally with all of its existing and future
senior unsecured indebtedness. Interest payments on the 2050
notes are due on June 30 and December 30 of each year.
Arch Capital may redeem the 2050 notes at any time and
from time to time, in whole or in part, at a “make-whole”
redemption price.
Letter of Credit and Revolving Credit Facilities
In the normal course of its operations, the Company enters
into agreements with financial institutions that provide access
to secured and unsecured credit facilities.
Group Credit Facility
Arch Capital and certain of its subsidiaries have access to a
credit facility with a syndicate of financial institutions (the
“Group Credit Facility”) that expires on August 23, 2028.
The Group Credit Facility consists of a $425 million secured
facility for letters of credit (the “Secured Facility”) and a
$500 million unsecured facility for revolving loans and
letters of credit (the “Unsecured Facility”). At December 31,
2024, the Secured Facility had $275 million of letters of
credit outstanding and remaining capacity of $150 million,
and the Unsecured Facility had no outstanding revolving
loans or letters of credit, with remaining capacity of
$500 million.
The Group Credit Facility contains certain restrictive and
maintenance covenants customary for facilities of this type,
including
restrictions
on
indebtedness,
minimum
consolidated tangible net worth, maximum leverage levels
and minimum financial strength ratings. Arch Capital and its
subsidiaries which are party to the agreement were in
compliance with all covenants contained therein at
December 31, 2024.
Obligations of each borrower for letters of credit under the
Secured Facility are secured by cash and eligible securities of
such borrower and held in collateral accounts. Commitments
under the Group Credit Facility may be increased up to, but
not exceeding, an aggregate of $1.5 billion. Arch Capital has
a one-time option to convert any or all outstanding revolving
loans of Arch Capital and/or Arch-U.S. to term loans with the
same terms as the revolving loans except that any
prepayments may not be re-borrowed. Borrowings of
revolving loans may be made at a variable rate based on
Secured Overnight Financing Rate (“SOFR”). Secured letters
of credit are available for issuance on behalf of certain Arch
Capital subsidiaries. Arch Capital guarantees the obligations
of Arch-U.S. and Arch U.S. MI Holdings Inc., Arch-U.S.
guarantees the obligations of Arch Capital, and Arch Capital
Finance LLC guarantees the obligations of Arch Capital and
Arch-U.S.
Other Credit Facilities
Arch Re Bermuda, a wholly-owned subsidiary of Arch
Capital, has access to a $175 million unsecured letter of
credit facility with Lloyds Bank Corporate Markets plc.,
which expires on September 27, 2025. At December 31,
2024, this credit facility had $106 million of letters of credit
outstanding and remaining capacity of $69 million.
Arch Re Bermuda also has access to a letter of credit facility
with Lloyds Bank Corporate Markets plc., which expires on
December 31, 2027. Such credit facility provides for a
$700 million facility for letters of credit in respect of Tier 2
Funds at Lloyds. As of December 31, 2024, $700 million
face amount of letters of credit had been issued under this
facility.
In addition, Arch Re Bermuda had outstanding secured letters
of credit through other facilities in the amount of $55 million,
which were issued in the normal course of business (“LOC
Facilities”). The principal purpose of the LOC Facilities is to
issue, as required, evergreen standby letters of credit in favor
of primary insurance or reinsurance counterparties with
which certain of Arch Capital’s subsidiaries has entered into
reinsurance arrangements.
When issued, all secured letters of credit are secured by a
portion of the investment portfolio. At December 31, 2024,
these letters of credit were secured by investments with a fair
value of $400 million. The Company had no outstanding
revolving credit agreement borrowings at December 31, 2024
and 2023.
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
160
2024 FORM 10-K
Federal Home Loan Bank Membership
Certain subsidiaries of the Company are members of Federal
Home Loan Banks (“FHLBs”). Members may borrow from
the FHLBs at competitive rates subject to certain conditions.
Conditions include maintaining sufficient collateral deposits
for funding and a requirement to hold stock in the FHLBs
related to both membership and outstanding advances. At
December 31, 2024 and 2023, the Company had no advances
outstanding under the FHLB program.
20. Goodwill and Intangible Assets
The following table shows an analysis of goodwill and
intangible assets:
Goodwill
Intangible
assets
(indefinite
life)
Intangible
assets (finite
life)
Total
Net balance at
Dec. 31, 2022
$
342
$
69
$
393
$
804
Acquisitions
—
—
11
11
Amortization
—
—
(95)
(95)
Impairment
(2)
—
—
(2)
Foreign currency
movements and
other adjustments
5
1
7
13
Net balance at
Dec. 31, 2023
345
70
316
731
Acquisitions (1)
246
9
637
892
Amortization
—
—
(235)
(235)
Foreign currency
movements and
other adjustments
(2)
(20)
—
(17)
(37)
Net balance at
Dec. 31, 2024
$
571
$
79
$
701
$
1,351
Gross balance at
Dec. 31, 2024
$
576
$
80
$
1,724
$
2,380
Accumulated
amortization
—
—
(994)
(994)
Foreign currency
movements and
other adjustments
(5)
(1)
(29)
(35)
Net balance at
Dec. 31, 2024
$
571
$
79
$
701
$
1,351
(1)
Certain amounts for the Company’s 2024 acquisitions are considered
provisional. See note 2.
(2)
Amount primarily related to the sale of Castel Underwriting Agencies
Limited.
The following table presents the components of goodwill and
intangible assets:
Gross
Balance
Accumulated
Amortization
Foreign
Currency
Translation
Adjustment
and Other
Net
Balance
Dec. 31, 2024
Acquired
insurance
contracts
$
620
$
(562) $
1
$
59
Operating
platform
117
(63)
—
54
Distribution
relationships
865
(358)
(30)
477
Goodwill
576
—
(5)
571
Insurance
licenses
58
—
—
58
Syndicate
capacity
22
—
(1)
21
Unfavorable
service contract
(10)
10
—
—
Other
132
(21)
—
111
Total
$
2,380
$
(994) $
(35) $
1,351
Dec. 31, 2023
Acquired
insurance
contracts
$
452
$
(441) $
—
$
11
Operating
platform
64
(54)
—
10
Distribution
relationships
594
(277)
(23)
294
Goodwill
348
—
(3)
345
Insurance
licenses
48
—
—
48
Syndicate
capacity
22
—
—
22
Unfavorable
service contract
(10)
10
—
—
Other
5
(4)
—
1
Total
$
1,523
$
(766) $
(26) $
731
The estimated remaining amortization expense for the
Company’s intangible assets with finite lives is as follows:
2025
$
193
2026
115
2027
88
2028
73
2029
60
2030 and thereafter
172
Total
$
701
The estimated remaining useful lives of these assets range
from one to twelve years at December 31, 2024.
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
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2024 FORM 10-K
21. Shareholders’ Equity
Authorized and Issued
The authorized share capital of Arch Capital consists of 1.8
billion Common Shares, par value of $0.0011 per share, and
50 million Preferred Shares, par value of $0.01 per share.
Common Shares
The following table presents a roll-forward of changes in
Arch Capital’s issued and outstanding Common Shares:
Year Ended December 31,
2024
2023
2022
Common Shares:
Shares issued and
outstanding, beginning
of year
591.9
588.3
583.3
Shares issued (1)
2.5
2.8
3.5
Restricted shares issued,
net of cancellations
1.2
0.8
1.5
Shares issued and
outstanding, end of year
595.6
591.9
588.3
Common shares in
treasury, end of year
(219.2)
(218.5)
(217.9)
Shares issued and
outstanding, end of year
376.4
373.4
370.4
(1)
Includes shares issued from the exercise of stock options and stock
appreciation rights, the vesting of restricted share units and shares
issued from the employee share purchase plan.
Special Cash Dividend
In 2024, the Board of Directors of Arch Capital (the “Board”)
has declared and paid a special cash dividend of $1.9 billion
to common shareholders, representing $5.00 per outstanding
common share.
Share Repurchase Program
The Board has authorized the investment in Arch Capital’s
common shares through a share repurchase program. At
December 31, 2024, $996.8 million of share repurchases
were available under the program. Repurchases under the
program may be effected from time to time in open market.
The timing and amount of the repurchase transactions under
this program will depend on a variety of factors, including
market
conditions
and
corporate
and
regulatory
considerations.
Repurchases of Arch Capital’s common shares in connection
with the share repurchase plan and other share-based
transactions were held in the treasury under the cost method,
and the cost of the common shares acquired is included in
‘Common shares held in treasury, at cost.’ At December 31,
2024, Arch Capital held 219.2 million shares for an aggregate
cost of $4.5 billion in treasury, at cost.
The Company’s repurchases under the share repurchase
program were as follows:
Year Ended December 31,
2024
2023
2022
Aggregate cost of shares
repurchased
$
23.5
$
—
$
585.8
Shares repurchased
0.3
—
12.9
Average price per share
repurchased
$
89.65
$
—
$
45.44
Since the inception of the share repurchase program through
December 31, 2024, Arch Capital has repurchased
approximately 433.8 million common shares for an aggregate
purchase price of $5.9 billion.
Series G Preferred Shares
In June 2021, Arch Capital completed a $500 million
underwritten public offering of 20.0 million depositary shares
(the “Depositary Shares”), each of which represents a
1/1,000th interest in a share of its 4.55% Non-Cumulative
Preferred Shares, Series G, $0.01 par value and $25,000
liquidation preference per share (equivalent to $25
liquidation preference per Depositary Share) (the “Series G
Preferred Shares”). Each Depositary Share, evidenced by a
depositary receipt, entitles the holder, through the depositary,
to a proportional fractional interest in all rights and
preferences of the Series G Preferred Shares represented
thereby (including any dividend, liquidation, redemption and
voting rights).
Holders of Series G Preferred Shares will be entitled to
receive dividend payments only when, as and if declared by
the Board or a duly authorized committee of the Board. Any
such dividends will be payable from, and including, the date
of original issue on a noncumulative basis, quarterly in
arrears on the last day of March, June, September and
December of each year, at an annual rate of 4.55%.
Dividends on the Series G Preferred Shares are not
cumulative. The Company will be restricted from paying
dividends on or repurchasing its common shares unless
certain dividend payments are made on the Series G
Preferred Shares. The Company may not declare or pay a
dividend on the Series G Preferred Shares under certain
circumstances, including if the Company is or, after giving
effect to such payment, would be in breach of applicable
individual or group solvency and liquidity requirements or
applicable individual or group enhanced capital requirements
(“ECR”). The Series G Preferred Shares may not be
redeemed at any time if the ECR would be breached
immediately before or after giving effect to such redemption,
unless the Company replaces the capital represented by
preference shares to be redeemed with capital having equal or
better capital treatment.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
162
2024 FORM 10-K
Except in specified circumstances relating to certain tax or
corporate events, the Series G Preferred Shares are not
redeemable prior to June 11, 2026. On and after that date, the
Series G Preferred Shares will be redeemable at the
Company’s option, in whole or in part, at a redemption price
of $25,000 per share of the Series G Preferred Shares
(equivalent to $25 per depositary share), plus any declared
and unpaid dividends, without accumulation of any
undeclared dividends to, but excluding, the redemption date.
The Depositary Shares will be redeemed if and to the extent
the related Series G Preferred Shares are redeemed by the
Company. Neither the Depositary Shares nor the Series G
Preferred Shares have a stated maturity, nor will they be
subject to any sinking fund or mandatory redemption. The
Series G Preferred Shares are not convertible into any other
securities. The Series G Preferred Shares do not have voting
rights, except under limited circumstances.
Series F Preferred Shares
In August 2017 and November 2017, Arch Capital completed
combined $330 million of underwritten public offerings
($230 million in August 2017 and $100 million in November
2017) of 13.2 million depositary shares (the “Series F
Depositary Shares”), each of which represents a 1/1,000th
interest in a share of its 5.45% Non-Cumulative Preferred
Shares, Series F, with a $0.01 par value and $25,000
liquidation preference per share (equivalent to $25
liquidation preference per Series F Depositary Share) (the
“Series F Preferred Shares”). Each Series F Depositary Share,
evidenced by a depositary receipt, entitles the holder, through
the depositary, to a proportional fractional interest in all
rights and preferences of the Series F Preferred Shares
represented thereby (including any dividend, liquidation,
redemption and voting rights).
Holders of Series F Preferred Shares will be entitled to
receive dividend payments only when, as and if declared by
the Board or a duly authorized committee of the board. Any
such dividends will be payable from, and including, the date
of original issue on a noncumulative basis, quarterly in
arrears on the last day of March, June, September and
December of each year, at an annual rate of 5.45%.
Dividends on the Series F Preferred Shares are not
cumulative. The Company will be restricted from paying
dividends on or repurchasing its common shares unless
certain dividend payments are made on the Series F Preferred
Shares.
Except in specified circumstances relating to certain tax or
corporate events, the Series F Preferred Shares are not
redeemable prior to August 17, 2022 (the fifth anniversary of
the issue date). On and after that date, the Series F Preferred
Shares will be redeemable at the Company’s option, in whole
or in part, at a redemption price of $25,000 per share of the
Series F Preferred Shares (equivalent to $25 per depositary
share), plus any declared and unpaid dividends, without
accumulation of any undeclared dividends to, but excluding,
the redemption date. The Series F Depositary Shares will be
redeemed if and to the extent the related Series F Preferred
Shares are redeemed by the Company. Neither the Series F
Depositary Shares nor the Series F Preferred Shares have a
stated maturity, nor will they be subject to any sinking fund
or mandatory redemption. The Series F Preferred Shares are
not convertible into any other securities. The Series F
Preferred Shares will not have voting rights, except under
limited circumstances.
22. Share-Based Compensation
Long Term Incentive and Share Award Plans
The Company utilizes share-based compensation plans for
officers, other employees and directors of Arch Capital and
its subsidiaries to provide competitive compensation
opportunities, to encourage long-term service, to recognize
individual
contributions
and
reward
achievement
of
performance goals and to promote the creation of long-term
value for shareholders by aligning the interests of such
persons with those of shareholders.
The 2022 Long-Term Incentive and Share Award Plan (“the
2022 Plan”) became effective as of May 4, 2022 following
approval by shareholders of the Company. The 2022 Plan
provides for the issuance of stock options, stock appreciation
rights, restricted shares, restricted share units payable in
common shares or cash, dividend equivalents, performance
shares and performance units and other share-based awards
to Arch Capital’s eligible employees and directors. The
number of common shares reserved for grants under the 2022
Plan, subject to anti-dilution adjustments in the event of
certain changes in Arch Capital’s capital structure, is
9.0 million; provided that no more than 6.0 million common
shares may be issued as incentive stock options under Section
422 of the Code. The 2022 Plan will terminate as to future
awards on February 25, 2032. At December 31, 2024, 6.7
million shares are available for future issuance.
The 2018 Long-Term Incentive and Share Award Plan (the
“2018 Plan”) became effective as of May 9, 2018 following
approval by shareholders of the Company. The 2018 Plan
provides for the issuance of restricted stock units,
performance units, restricted shares, performance shares,
stock options and stock appreciation rights and other equity-
based awards to our eligible employees and directors. The
2018 Plan authorizes the issuance of 34.5 million common
shares; provided that no more than 6.0 million common
shares may be issued as incentive stock options under Section
422 of the Code. The 2018 Plan will terminate as to future
awards on February 28, 2028. At December 31, 2024, 2.7
million shares are available for future issuance.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
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2024 FORM 10-K
Upon shareholder approval on May 4, 2023, the Amended
and Restated Arch Capital Group Ltd. 2007 Employee Share
Purchase Plan (the “ESPP”) became effective. The total
common shares that may be purchased under the ESPP was
increased by 3.0 million shares for a total of 12.75 million
shares authorized. The purpose of the ESPP is to give
employees of the Company an opportunity to purchase
common shares through payroll deductions, thereby
encouraging employees to share in the economic growth and
success of the Company. The ESPP is designed to qualify as
an “employee share purchase plan” under Section 423 of the
Internal Revenue Code of 1986, as amended. At
December 31, 2024, 3.2 million shares remain available for
issuance.
Stock Options and Stock Appreciation Rights
The Company generally issues stock options and SARs to
eligible employees, with exercise prices equal to the fair
market values of the Company’s Common Shares on the
grant dates (adjusted for special dividends). Such grants
generally vest over a three year period with one-third vesting
on the first, second and third anniversaries of the grant date.
In connection with the Company’s recent leadership
transition in November 2024, the Compensation and Human
Capital Committee approved the grant of equity awards,
which consist of 1.75 million premium-priced stock options
to eligible employees. The premium-priced stock options
have an exercise price equal to 1.685 times the closing price
of the Company's common shares on the grant date (or
$161.24 per share) and will vest in full on the third
anniversary of the grant date.
The grant date fair value is determined using the Black-
Scholes option valuation model. The expected life
assumption is based on an expected term analysis, which
incorporates the Company’s historical exercise experience.
Expected volatility is based on the Company’s daily
historical trading data of its common shares. The table below
summarizes the assumptions used:
Year Ended December 31,
2024
2023
2022
Dividend yield
— %
— %
— %
Expected volatility (1)
26.5 %
25.1 %
24.0 %
Risk free interest rate (1)
4.4 %
4.1 %
2.0 %
Expected option life (1)
9.0 years
6.0 years
6.0 years
(1) The 2024 period includes an expected volatility, risk free interest rate and
expected option life of 26.65%, 4.39% and 10 years, respectively, related to
the grant of 1.75 million premium-priced stock options.
A summary of stock option and SAR activity under the
Company’s Long Term Incentive and Share Award Plans
during 2024 is presented below:
Year Ended December 31, 2024
Number of
Options /
SARs
Weighted
Average
Exercise
Price
Weighted
Average
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding,
beginning of
year
12,536,593
$
31.14
Granted (1)
2,172,916
$
145.88
Exercised
(2,270,334) $
22.82
Forfeited or
expired
(10,141) $
46.47
Outstanding,
end of year
12,429,034
$
48.54
4.69
$
665
Exercisable,
end of year
9,710,426
$
26.55
3.40
$
639
(1) Includes 1.75 million premium-priced stock options with a weighted
average exercise price of $161.24 per share.
The aggregate intrinsic value of stock options and SARs
exercised represents the difference between the exercise price
of the stock options and SARs and the closing market price
of the Company’s common shares on the exercise dates.
During 2024, the Company received proceeds of $19 million
from the exercise of stock options and recognized a tax
benefit of $9 million from the exercise of stock options and
SARs.
Year Ended December 31,
2024
2023
2022
Weighted average grant date fair
value
$
29.03
$
23.50
$
13.26
Aggregate intrinsic value of Options/
SARs exercised (in millions)
$
153
$
116
$
113
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
164
2024 FORM 10-K
Restricted Common Shares and Restricted Units
The Company also issues restricted share and unit awards to
eligible employees and directors, for which the fair value is
equal to the fair market values of the Company’s Common
Shares on the grant dates. Restricted share and unit awards
generally vest over a three year period with one-third vesting
on the first, second and third anniversaries of the grant date.
A summary of restricted share and restricted unit activity
under the Company’s Long Term Incentive and Share Award
Plans for 2024 is presented below:
Number of
Restricted
Common
Shares
Number of
Restricted
Unit
Awards
Unvested Shares:
Unvested balance, beginning of year
1,524,605
305,928
Granted
835,843
146,496
Vested
(809,174)
(154,710)
Forfeited
(22,733)
(16,621)
Unvested balance, end of year
1,528,541
281,093
Weighted Average Grant Date Fair
Value:
Unvested balance, beginning of year
$
54.57
$
55.63
Granted
$
90.32
$
87.21
Vested
$
49.88
$
50.57
Forfeited
$
72.05
$
77.53
Unvested balance, end of year
$
76.34
$
73.58
The following table presents the weighted average grant date
fair value of restricted shares and restricted unit awards
granted and the aggregate fair value of restricted shares and
unit awards vesting in each year.
Year Ended December 31,
2024
2023
2022
Number of restricted shares and
restricted unit awards granted
982,339
825,191
1,089,393
Weighted average grant date fair value
$ 89.86
$ 69.42
$ 47.45
Aggregate fair value of vested restricted
share and unit awards (in millions)
$
85
$
122
$
51
The aggregate intrinsic value of restricted units outstanding at
December 31, 2024 was $26 million.
Performance Awards
The Company also issues performance share and unit awards
(“performance awards”) to eligible employees, which are
earned based on the achievement of pre-established
threshold, target and maximum goals over three-year
performance periods. Final payouts depend on the level of
achievement along with each employees continued service
through the vest date, and can vary between 0% and 200%.
The grant date fair value of the performance awards is
measured using a Monte Carlo simulation model, which
incorporated the assumptions summarized in the table below.
Expected volatility is based on the Company’s daily
historical trading data of its common shares. The cumulative
compensation expense recognized and unrecognized as of
any reporting period date represents the adjusted estimate of
performance shares and units that will ultimately be awarded,
valued at their original grant date fair values.
Year Ended December 31,
2024
2023
2022
Expected volatility
25.3 %
30.4 %
38.1 %
Risk free interest rate
4.5 %
4.6 %
1.7 %
Number of
Performance
Shares
Number of
Performance
Units
Unvested Shares:
Unvested balance, beginning of year
1,880,696
49,594
Granted
476,906
15,728
Performance adjustment (1) (2)
—
10,698
Vested
(674,406)
(21,396)
Forfeited
(3,820)
(1,687)
Unvested balance, end of year
1,679,376
52,937
Weighted Average Grant Date
Fair Value:
Unvested balance, beginning of year $
52.47
$
56.15
Granted
$
93.28
$
93.24
Performance adjustment (1) (2)
$
0.00
$
37.38
Vested
$
37.38
$
37.38
Forfeited
$
75.41
$
68.61
Unvested balance, end of year
$
70.07
$
70.57
(1)
The performance adjustment represents the difference between the
number of performance shares granted and earned, which vested
following the end of the performance period. The performance shares
were granted at the maximum level of achievement.
(2)
The performance adjustment represents the change in PSUs, which
vested following the end of the performance period. The performance
units were granted at the target level of achievement.
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARCH CAPITAL
165
2024 FORM 10-K
The following table presents the weighted average grant date
fair values of performance awards granted.
Year Ended December 31,
2024
2023
2022
Number of performance awards
492,634
568,576
690,772
Weighted average grant date fair value
$ 93.28
$ 74.09
$ 49.91
Aggregate fair value of vested
performance share and unit awards (in
millions)
$
61
$
14
$
27
The aggregate intrinsic value of performance units
outstanding at December 31, 2024 was $5 million.
The issuance of share-based awards and amortization thereon
has no effect on the Company’s consolidated shareholders’
equity.
Share-Based Compensation Expense
The following tables present pre-tax and after-tax share-
based compensation expense recognized as well as the
unrecognized compensation cost associated with unvested
awards and the weighted average period over which it is
expected to be recognized:
Year Ended December 31,
2024
2023
2022
Pre-Tax
Stock options and SARs
$
15
$
11
$
12
Restricted share and unit awards
57
54
50
Performance awards
55
23
22
ESPP
6
4
4
Total
$
133
$
92
$
88
After-Tax
Stock options and SARs
$
13
$
10
$
11
Restricted share and unit awards
48
45
42
Performance awards
50
21
20
ESPP
5
4
4
Total
$
116
$
80
$
77
December 31, 2024
Stock
Options and
SARs (1)
Restricted
Common
Shares and
Units (1)
Performance
Common
Shares and
Units
Unrecognized compensation
cost related to unvested
awards
$
55
$
70
$
12
Weighted average
recognition period (years)
2.08
1.21
0.38
(1) Includes awards granted in connection with 1.75 million premium-priced
stock options and 0.3 million time-vested restricted shares granted in
November 2024.
23. Retirement Plans
For purposes of providing employees with retirement
benefits, the Company maintains defined contribution
retirement plans. Contributions are based on the participants’
eligible compensation. For 2024, 2023 and 2022, the
Company expensed $86 million, $77 million and $67 million,
respectively, related to these retirement plans.
24. Legal Proceedings
The Company, in common with the insurance industry in
general, is subject to litigation and arbitration in the normal
course of its business. As of December 31, 2024, the
Company was not a party to any litigation or arbitration
which is expected by management to have a material adverse
effect on the Company’s results of operations and financial
condition and liquidity.
25. Statutory Information
The Company’s insurance and reinsurance subsidiaries are
subject to insurance and/or reinsurance laws and regulations
in the jurisdictions in which they operate. These regulations
include certain restrictions on the amount of dividends or
other distributions available to shareholders without prior
approval of the insurance regulatory authorities.
The actual and required statutory capital and surplus for the
Company’s principal operating subsidiaries at December 31,
2024 and 2023:
December 31,
2024
2023
Actual capital and surplus (1):
Bermuda
$
28,422
$
24,120
Ireland
1,476
1,148
United States
7,547
6,897
United Kingdom
1,585
1,367
Canada
83
83
Australia
377
366
Required capital and surplus:
Bermuda
$
8,344
$
7,112
Ireland
1,142
942
United States
2,152
1,895
United Kingdom
1,302
1,192
Canada
57
53
Australia
143
179
(1)
Such amounts include ownership interests in affiliated insurance and
reinsurance subsidiaries.
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There were no state-prescribed or permitted regulatory
accounting practices for any of the Company’s insurance or
reinsurance entities that resulted in reported statutory surplus
that differed from that which would have been reported under
the prescribed practices of the respective regulatory
authorities, including the National Association of Insurance
Commissioners. The differences between statutory financial
statements and statements prepared in accordance with
GAAP vary by jurisdiction, however, with the primary
differences being that statutory financial statements may not
reflect deferred acquisition costs, certain net deferred income
tax assets, goodwill and intangible assets, unrealized
appreciation or depreciation on debt securities and certain
unauthorized
reinsurance
recoverables
and
include
contingency reserves.
The statutory net income (loss) for the Company’s principal
operating subsidiaries for 2024, 2023 and 2022 was as
follows:
Year Ended December 31,
2024
2023
2022
Statutory net income (loss):
Bermuda
$
4,750
$
3,519
$
1,730
Ireland
62
53
(53)
United States
918
592
220
United Kingdom
41
72
57
Canada
6
6
9
Australia
54
68
39
Bermuda
The Company’s Bermuda insurance and reinsurance
subsidiaries are subject to the Bermuda Insurance Act 1978
and related regulations, each as amended (the “Insurance
Act”). Arch Re Bermuda, the Company’s principal
reinsurance and insurance subsidiary, is dual licensed as a
Class 4 general business insurer and a Class C long-term
insurer while Arch Group Reinsurance Ltd. (“AGRL”) is
registered as a Class 3A general insurer and provides
affiliated quota share reinsurance covering certain U.S.
business. The Insurance Act requires that both entities
maintain minimum statutory capital and surplus equal to the
greater of a minimum solvency margin and the enhanced
capital requirement (“ECR”) as determined by the Bermuda
Monetary Authority (“BMA”). The ECR is calculated based
on the Bermuda Solvency Capital Requirement model, a risk-
based model that takes into account the risk characteristics of
different
aspects
of
the
company’s
business.
At December 31, 2024 and 2023, the actual and required
capital and surplus were based on the economic balance sheet
requirements.
Under the Insurance Act, Arch Re Bermuda and AGRL are
restricted with respect to the payment of dividends. Each
entity is prohibited from declaring or paying in any financial
year dividends of more than 25% of its total statutory capital
and surplus (as shown on its previous financial year’s
statutory balance sheet) unless it files, at least seven days
before payment of such dividends, with the BMA an affidavit
stating that it will continue to meet the required margins
following the declaration of those dividends. Accordingly,
Arch Re Bermuda can pay approximately $5.5 billion to
Arch Capital during 2025 without providing an affidavit to
the BMA. Dividends or distributions, if any, made by AGRL
would result in an increase in available capital at Arch-U.S.
Ireland
The Company has three Irish subsidiaries: Arch Re Europe,
an authorized life and non-life reinsurer, Arch Insurance
(EU), an authorized non-life insurer and Arch Underwriting
Europe, a registered insurance and reinsurance intermediary.
Irish authorized reinsurers and insurers, such as Arch Re
Europe, Arch Insurance (EU) and Irish intermediaries, and
Arch Underwriters Europe, are subject to the general body of
Irish laws and regulations including the provisions of the
Companies Act 2014. As part of the Company’s Brexit plan,
Arch Insurance (EU) received approval from the Central
Bank of Ireland (“CBI”) to expand the nature of its business
in 2019 and commenced writing insurance lines in the
European Economic Area in 2020, and the Part VII Transfer
was completed at the end of December 2020. Arch Re
Europe, Arch Insurance (EU) and Arch Underwriters Europe
are subject to the supervision of the CBI and must comply
with Irish insurance acts and regulations as well as with
directions and guidance issued by the CBI. Arch Re Europe
and Arch Insurance (EU) are required to maintain a minimum
level of capital. At December 31, 2024 and 2023, these
requirements were met.
The amount of dividends these subsidiaries are permitted to
declare is limited to accumulated, realized profits, so far as
not previously utilized by distribution or capitalization, less
its accumulated, realized losses, so far as not previously
written off in a reduction or reorganization of capital duly
made. The solvency and capital requirements must still be
met following any distribution. Dividends or distributions, if
any, made by Arch Re Europe would result in an increase in
available capital at Arch Re Bermuda.
United States
The Company’s U.S. insurance and reinsurance subsidiaries
are subject to insurance laws and regulations in the
jurisdictions in which they operate. The ability of the
Company’s regulated insurance subsidiaries to pay dividends
or make distributions is dependent on their ability to meet
applicable regulatory standards. These regulations include
restrictions that limit the amount of dividends or other
distributions, such as loans or cash advances, available to
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shareholders without prior approval of the insurance
regulatory authorities.
Dividends or distributions, if any, made by Arch Re U.S.
would result in an increase in available capital at Arch-U.S.,
the Company’s U.S. holding company. Arch Re U.S. can
declare a maximum of approximately $339 million of
dividends during 2025 subject to the approval of the
Commissioner of the Delaware Department of Insurance.
AMIC and UGRIC are approved as eligible mortgage
insurers by Fannie Mae and Freddie Mac, subject to their
comprehensive requirements, known as the Private Mortgage
Insurer Eligibility Requirements or “PMIERs.” The GSEs
amend the PMIERs from time to time at their discretion and
most recently issued PMIERs Guidance 2024-01 on August
21, 2024 (effective March 31, 2025 with a corresponding
transition schedule through September 30, 2026), to
incorporate new deductions to the definition of “available
assets” for investment risk. Further, the amount of assets
required to satisfy the revised financial requirements of the
PMIERs may be affected by many factors, including macro-
economic conditions, the size and composition of our
mortgage insurance portfolio, and the amount of risk ceded to
reinsurers that may be deducted in our calculation of
“minimum required assets.”
The Company’s U.S. mortgage insurance subsidiaries are
also subject to regulation by their respective domiciliary and
primary regulators, which include the Wisconsin Office of
the Commissioner of Insurance (“Wisconsin OCI”) and the
North Carolina Department of Insurance (“NC DOI”), as well
as the state insurance departments in each state in which they
are licensed. As mandated by state insurance laws, mortgage
insurers are generally mono-line companies. Each company
is subject to the statutory requirements of their domiciliary
regulator as to payment of dividends and return of capital; the
GSEs may also impart limitations on dividends with respect
to the Company’s eligible mortgage insurers, such as if
available assets fall below the required minimum assets.
Under respective state law, the Company’s U.S. mortgage
subsidiaries can declare a maximum of approximately $237
million of ordinary dividends in 2025, however, dividend
capacity is limited by the respective companies unassigned
surplus amounts. Such dividends would increase the
available capital at Arch U.S. MI Holdings Inc., a subsidiary
of Arch-U.S.
Mortgage insurance companies licensed in Wisconsin or
North Carolina are required to establish contingency loss
reserves for purposes of statutory accounting in an amount
equal to at least 50% of net earned premiums. These amounts
generally cannot be withdrawn for a period of 10 years and
are separate liabilities for statutory accounting purposes,
which affects the ability to pay dividends. However, with
prior regulatory approval, a mortgage insurance company
may make early withdrawals from the contingency reserve
when incurred losses exceed 35% of net premiums earned in
a calendar year.
Under Wisconsin and North Carolina law, as well as that of
14 other states, a mortgage insurer must maintain a minimum
amount of statutory capital relative to its risk in force in order
for the mortgage insurer to continue to write new business.
While formulations of minimum capital vary in certain
jurisdictions, the most common measure applied allows for a
maximum risk-to-capital ratio of 25 to 1. Wisconsin and
North Carolina require mortgage insurers to maintain a
“minimum policyholder position” calculated in accordance
with their respective regulations. Policyholders' position
consists primarily of statutory policyholders' surplus plus the
contingency loss reserves.
United Kingdom
The Prudential Regulation Authority (“PRA”) and the
Financial Conduct Authority (“FCA”) regulate insurance and
reinsurance companies and the FCA regulates firms carrying
on insurance mediation activities operating in the U.K., both
under the Financial Services and Markets Act 2000. In May
2004, Arch Insurance (U.K.) was granted the relevant
permissions for the classes of insurance business which it
underwrites in the U.K. AMAL currently manages our
Lloyd’s Syndicates pursuant to its authorizations by the U.K.
regulators and Lloyd’s. All U.K. companies are also subject
to a range of statutory provisions, including the laws and
regulations of the Companies Act 2006 (as amended) (the
“U.K. Companies Act”).
Arch Insurance (U.K.) and AMAL must maintain a margin of
solvency at all times under the Solvency II Directive from the
European Insurance and Occupational Pensions Authority.
The regulations stipulate that insurers are required to
maintain the minimum capital requirement and solvency
capital requirement at all times. At December 31, 2024 and
2023, these requirements were met.
As corporate members of Lloyd’s, AMAL (as managing
agent of the Company’s Lloyd’s Syndicates) and each
syndicate’s respective corporate members are subject to the
oversight of the Council of Lloyd’s. The capital required to
support a Syndicate’s underwriting capacity, or funds at
Lloyd’s, is assessed annually and is determined by Lloyd’s in
accordance with the capital adequacy rules established by the
PRA. The Company has provided capital to support the
underwriting of our Lloyd’s Syndicates in the form of
pledged assets and letters of credit provided by Arch Re
Bermuda. The amount which the Company provides as funds
at Lloyd’s is not available for distribution to the Company for
the payment of dividends. Lloyd’s is supervised by the PRA
and required to implement certain rules prescribed by the
PRA under the Lloyd’s Act of 1982 regarding the operation
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of the Lloyd’s market. With respect to managing agents and
corporate members, Lloyd’s prescribes certain minimum
standards relating to management and control, solvency and
other
requirements
and
monitors
managing
agents’
compliance with such standards.
Under U.K. law, all U.K. companies are restricted from
declaring a dividend to their shareholders unless they have
“profits available for distribution.” The calculation as to
whether a company has sufficient profits is based on its
accumulated realized profits minus its accumulated realized
losses. U.K. insurance regulatory laws do not prohibit the
payment of dividends, but the PRA or FCA, as applicable,
requires
that
insurance
companies
and
insurance
intermediaries maintain certain solvency margins and may
restrict the payment of a dividend by Arch Insurance (U.K.)
and AMAL.
Canada
Arch Insurance Canada and the Canadian branch of Arch Re
U.S. (“Arch Re Canada”) are subject to federal, as well as
provincial and territorial, regulation in Canada. The Office of
the Superintendent of Financial Institutions (“OSFI”) is the
federal regulatory body that, under the Insurance Companies
Act (Canada), regulates federal Canadian and non-Canadian
insurance companies operating in Canada. Arch Insurance
Canada and Arch Re Canada are subject to regulation in the
provinces and territories in which they underwrite insurance/
reinsurance, and the primary goal of insurance/reinsurance
regulation at the provincial and territorial levels is to govern
the market conduct of insurance/reinsurance companies. Arch
Insurance Canada is licensed to carry on insurance business
by OSFI and in each province and territory. Arch Re Canada
is licensed to carry-on reinsurance business by OSFI and in
the provinces of Ontario and Quebec.
Under the Insurance Companies Act (Canada), Arch
Insurance Canada is required to maintain an adequate amount
of capital in Canada, calculated in accordance with a test
promulgated by OSFI called the Minimum Capital Test
(“MCT”), and Arch Re Canada is required to maintain an
adequate margin of assets over liabilities in Canada,
calculated in accordance with a test promulgated by OSFI
called the Branch Adequacy of Assets Test. Under the
Insurance Companies Act (Canada), approval of the Minister
of Finance (Canada) is required in connection with certain
acquisitions of shares of, or control of, Canadian insurance
companies such as Arch Insurance Canada, and notice to and/
or approval of OSFI is required in connection with the
payment of dividends by or redemption of shares by
Canadian insurance companies such as Arch Insurance
Canada.
Australia
The Australian Prudential Regulation Authority (“APRA”) is
an independent statutory authority responsible for prudential
supervision of institutions across banking, insurance and
superannuation and promotes financial stability in Australia.
Arch Indemnity has been authorized to conduct monoline
lenders’ mortgage insurance business in Australia since June
2002 and was acquired by Arch Capital on August 30, 2021
and since that date is the primary provider of lenders’
mortgage insurance for the group. Arch Indemnity has also
been licensed by the Australian Securities and Investments
Commission (“ASIC”) since March 2011 to engage in credit
activities in Australia. Arch LMI Pty Ltd. (“Arch LMI”) was
formerly authorized by APRA in January 2019 to conduct
monoline lenders’ mortgage insurance business in Australia;
however, in December 2022, we converted Arch LMI to a
services company for our Australian lenders mortgage
insurance operations and the company relinquished its APRA
authorization. Major regulatory requirements that are
applicable to Arch Indemnity in general as an insurance
provider and financial institution in Australia include
requirements and compliance with minimum capital levels;
risk management strategy; corporate governance standards,
privacy legislation on the collection, use and storage of
personal information; cyber security obligations imposed by
APRA and ASIC; modern slavery legislation; anti-money
laundering and counter-terrorism legislation. At December
31, 2024 and 2023, these requirements were met.
Arch Capital also conducts property and casualty insurance
business in Australia through the Company’s Lloyd’s
platform. This insurance business is managed by and
distributed through local coverholders and is subject to
Lloyd’s Supervision. In addition, the business is subject to
local Australian prudential regulatory oversight by APRA,
and additional separate financial services market conduct
regulation by the Australian Securities and Investments
Commission.
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26.
Subsequent Events
California Wildfires
The Company estimates that its 2025 first quarter results will
be negatively impacted by the California wildfires, which
occurred in January 2025. The Company currently estimates
that the losses will be in a range of $450 million to
$550 million, net of reinsurance and reinstatement premiums.
This pre-tax preliminary loss estimate is based on industry
insured losses ranging from $35 billion to $45 billion. The
Company’s preliminary estimate is based on currently
available information derived from modeling techniques,
industry assessments of exposure, preliminary claims
information obtained from the Company’s clients and brokers
to date and a review of in-force contracts. The Company’s
actual losses from this event may vary materially from the
estimates due to the inherent uncertainties in making such
determinations.
Share Repurchases
From January 1 to February 27, 2025, the Company
repurchased approximately 2.0 million common shares for an
aggregate purchase price of $180 million. At February 27,
2025, approximately $817 million of repurchases were
available under the Company’s share repurchase program.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the filing of this Form 10-K, our
management, with the participation of the Chief Executive
Officer and Chief Financial Officer, conducted an evaluation
of
our
disclosure
controls
and
procedures,
as
of
December 31, 2024, for the purposes set forth in the
applicable rules under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Disclosure controls and
procedures are the controls and other procedures designed to
ensure that information required to be disclosed in the reports
filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such
information
is
accumulated
and
communicated
to
management, including the Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Based on that
evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of December 31, 2024, the
Company’s disclosure controls and procedures were
effective.
Management’s Annual Report on Internal Control Over
Financial Reporting
Our management is responsible for establishing and
maintaining
adequate
internal
control
over
financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under
the
Exchange
Act.
Our
management
assessed
the
effectiveness of our internal control over financial reporting
as of December 31, 2024. In making this assessment,
management used the criteria set forth by the Committee of
Sponsoring Organizations (“COSO”) of the Treadway
Commission in Internal Control-Integrated Framework
(2013).
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
On August 1, 2024, we completed the MCE Acquisition, and
we are currently integrating the MCE Acquisition into our
internal control system. Consistent with guidance issued by
the SEC, we exclude the MCE Acquisition from our
evaluation of the effectiveness of the Company’s disclosure
controls and procedures described above and our assessment
of internal control over financial reporting as of December
31, 2024. The MCE Acquisition represents 1.6% of total
assets, and 3.5% of total revenues as of December 31, 2024.
Based on our assessment, management determined that, as of
December 31, 2024, our internal control over financial
reporting was effective. The effectiveness of our internal
control over financial reporting as of December 31, 2024 has
been
audited
by
PricewaterhouseCoopers
LLP,
an
independent registered public accounting firm, as stated in
their report included in Item 8.
Changes in Internal Control Over Financial Reporting
Other than the item noted above, there have been no changes
in internal control over financial reporting that occurred
during the fiscal quarter ended December 31, 2024 that have
materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2024, 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).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 2025, 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, 2024. Copies of our code of
ethics applicable to our chief executive officer, chief
financial officer and principal accounting officer or controller
are available free of charge to investors upon written request
addressed to the attention of Arch Capital’s corporate
secretary, Waterloo House, 100 Pitts Bay Road, Pembroke
HM 08, Bermuda. In addition, our code of ethics and certain
other basic corporate documents, including the charters of
our
audit
committee,
compensation
committee
and
nominating committee are posted on our website located at
www.archgroup.com.
If any substantive amendments are made to the code of ethics
or if there is a grant of a waiver, including any implicit
waiver, we will disclose the nature of such amendment or
waiver on our website or in a report on Form 8-K, to the
extent required by applicable law or the rules and regulations
of any exchange applicable to us. Our website address is
intended to be an inactive, textual reference only and none of
the material on our website is incorporated by reference into
this report.
We have adopted an insider trading policy that establishes the
procedures directors, officers and employees of the Company
must follow to comply with U.S. regulations on disclosure
and insider trading. It is also the policy of the Company to
comply with all applicable securities laws when transacting
in its own securities. A copy of the Company’s insider
trading policy is included as Exhibit 19.1 in this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
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, 2024, which Proxy Statement is incorporated by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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, 2024, which Proxy Statement is incorporated
by reference.
The following information is as of December 31, 2024:
Column A
Column B
Column C
Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Stock
Options(1), Warrants
and Rights
Weighted-Average
Exercise Price of
Outstanding
Stock Options(1),
Warrants and Rights ($)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column A)
Equity compensation plans approved by security holders
12.8
$
48.54
12.5
Equity compensation plans not approved by security holders
—
—
—
Total
12.8
$
48.54
12.5 (2)
________________________
(1)
Includes all vested and unvested stock options outstanding of 12.5 million and restricted stock and performance units outstanding of 0.3 million. The
weighted average exercise price does not take into account restricted stock units. In addition, the weighted average remaining contractual life of the
Company's outstanding exercisable stock options and SARs at December 31, 2024 was 4.7 years.
(2)
Includes 3.1 million common shares remaining available for future issuance under our Employee Share Purchase Plan and 9.4 million common shares
remaining available for future issuance under our equity compensation plans. Shares available for future issuance under our equity compensation plans
may be issued in the form of stock options, SARs, restricted shares, restricted share units payable in common shares or cash, share awards in lieu of cash
awards, dividend equivalents, performance shares and performance units and other share-based awards. In addition, 7.4 million common shares, or 59.2%
of the 12.5 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).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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, 2024, which Proxy Statement is incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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, 2024, which Proxy Statement is incorporated by reference.
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PART IV
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 2022
180
III. Supplementary Insurance Information
For the years ended December 31, 2024, 2023 and 2022
183
IV. Reinsurance
For the years ended December 31, 2024, 2023 and 2022
184
VI. Supplementary Information for Property and Casualty Insurance Underwriters
For the years ended December 31, 2024, 2023 and 2022
185
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.
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3. Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Original
Number
Date Filed
Filed
Herewith
3.1
Memorandum of Association of ACGL
S-4
3.1
September 8, 2000
3.2
Bye-Laws of ACGL
10-Q
3
August 5, 2016
3.3
ACGL Certificate of Deposit of Memorandum of Increase of Share Capital
10-K
3.3
February 28, 2011
4.1
Indenture, 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 trustee
8-K
99.2
May 7, 2004
4.2
First Supplemental Indenture, dated as of May 4, 2004, between ACGL, as issuer,
and JPMCB, as trustee
8-K
99.3
May 7, 2004
4.3
Second 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-K
4.2
June 30, 2020
4.4.1
Indenture, 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 trustee
8-K
4.1
December 13, 2013
4.4.2
First Supplemental Indenture, dated as of December 13, 2013, among Arch U.S., as
issuer, ACGL, as guarantor, and BNYM, as trustee
8-K
4.2
December 13, 2013
4.4.3
Second Supplemental Indenture, dated as of May 10, 2018, among Arch Capital
Finance LLC, as issuer, ACGL, as guarantor, and BNYM, as trustee
8-K
4.1
May 15, 2018
4.5.1
Deposit 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 receipts
8-K
4.3
August 17, 2017
4.5.2
Deposit 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 receipts
8-K
4.3
June 11, 2021
4.6.1
Form of Depositary Receipt, dated August 17, 2017
8-K
4.4
August 17, 2017
4.6.2
Form of Depositary Receipt, dated June 11, 2021
8-K
4.4
June 11, 2021
4.7.1
Indenture, dated as of December 8, 2016, among Arch Capital Finance LLC, as
issuer, ACGL, as guarantor, and BNYM, as trustee
8-K
4.1
December 9, 2016
4.7.2
First Supplemental Indenture, dated as of December 8, 2016, among Arch Capital
Finance LLC, as issuer, ACGL, as guarantor, and BNYM, as trustee
8-K
4.2
December 9, 2016
4.8.1
Certificate of Designations of Series F Non-Cumulative Preferred Shares
8-K
4.1
August 17, 2017
4.8.2
Certificate of Designations of Series G Non-Cumulative Preferred Shares
8-K
4.1
June 11, 2021
4.8.3
Specimen Common Share Certificate
10-K
4.1
April 2, 2001
4.8.4
Specimen Series F Non-Cumulative Preferred Share Certificate
8-K
4.2
August 17, 2017
4.8.5
Specimen Series G Non-Cumulative Preferred Share Certificate
8-K
4.2
June 11, 2021
4.9
Description of Securities
10-K
4.8
February 25, 2022
10.1.1
Third Amended and Restated ACGL Incentive Compensation Plan†
10-Q
10.7
August 5, 2016
10.1.2
First Amendment to Third Amended and Restated ACGL Incentive Compensation
Plan†
10-Q
10.1
May 5, 2017
10.1.3
Second Amendment to Third Amended and Restated ACGL Incentive Compensation
Plan†
10-K
10.2.3
February 25, 2022
10.1.4
Third Amendment to Third Amended and Restated ACGL Incentive Compensation
Plan†
10-Q
10.1
May 4, 2023
10.2.1
ACGL 2015 Long Term Incentive and Share Award Plan†
DEF 14A
March 26, 2015
10.2.2
ACGL 2018 Long Term Incentive and Share Award Plan†
DEF 14A
March 28, 2018
10.2.3
ACGL Amended and Restated 2007 Employee Share Purchase Plan†
DEF 14A
March 23, 2023
10.2.4
ACGL 2022 Long Term Incentive and Share Award Plan†
8-K
10.1
May 4, 2022
10.3.1
Form of Restricted Share Agreement for Named Executive Officers and certain
Executive Officers of ACGL and subsidiaries†
10-Q
10.3
August 8, 2018
10.3.2
Form of Restricted Share Agreement between ACGL and each of the Non-Employee
Directors of ACGL†
10-Q
10.6
August 8, 2018
10.3.3
Form of Performance Restricted Share Agreement for Named Executive Officers and
certain Executive Officers of ACGL and subsidiaries†
10-Q
10.5
August 8, 2018
10.3.4
Form of Non-Qualified Stock Option Agreement, dated as of May 13, 2015, between
ACGL and each of Marc Grandisson†
10-Q
10.3
August 7, 2015
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10.3.5
Form 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-Q
10.3
August 5, 2016
10.3.6
Form 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-Q
10.5
August 4, 2017
10.3.7
Non-Qualified Stock Option Agreement, dated as of September 19, 2017, between
ACGL and Maamoun Rajeh†
10-K
10.5.6
February 28, 2018
10.3.8
Non-Qualified Stock Option Agreement, dated as of September 19, 2017, between
ACGL and Nicolas Papadopoulo†
10-K
10.5.7
February 28, 2018
10.3.9
Form of Non-Qualified Stock Option Agreement for Named Executive Officers and
certain Executive Officers of ACGL and subsidiaries†
10-Q
10.4
August 8, 2018
10.3.10
Non-Qualified Stock Option Agreement, dated as of April 9, 2018, between ACGL
and Marc Grandisson†
10-Q
10.5
May 9, 2018
10.4.1
Employment Agreement, dated as of October 27, 2008, between ACGL and John D.
Vollaro†
8-K
10.1
October 28, 2008
10.4.2
Amendment to Employment Agreement, dated February 27, 2015, between ACGL
and John D. Vollaro†
10-Q
10.1
May 8, 2015
10.4.3
Second Amendment to Employment Agreement, dated as of January 1, 2018,
between ACGL and John D. Vollaro†
10-Q
10.1
May 9, 2018
10.5
Employment Agreement, dated as of September 19, 2017 between ACGL and
Maamoun Rajeh†
10-Q
10.26
November 3, 2017
10.6
Employment Agreement, dated as of September 19, 2017 between ACGL and
Nicholas Papadopoulo†
10-Q
10.27
November 3, 2017
10.7
Employment Agreement, dated as of May 25, 2018, between ACGL and François
Morin†
8-K/A
10.1
July 26, 2018
10.8
Employment Agreement, dated as of April 9, 2018, between ACGL and Marc
Grandisson†
8-K/A
10.1
April 11, 2018
10.9
Employment Agreement, dated as of November 13, 2018, between Arch Capital
Services Inc. and Louis Petrillo†
10-K
10.16
February 28, 2019
10.10
Employment Agreement dated as of October 1,2019 between Arch Capital Group
Ltd. and David Gansberg †
10-K
10.16
February 28, 2020
10.11
Employment Agreement dated as of May 7, 2021 between Arch Capital Group Ltd.
and Christine Todd †
10-Q
10.1
August 5, 2021
10.12
Arch U.S. Executive Supplemental Non-Qualified Savings and Retirement Plan†
10-K
10.24
March 2, 2009
10.13.1
Third 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 thereto
8-K
10.1
December 18, 2019
10.13.2
First 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-Q
10.1
November 4, 2021
10.13.3
The LIBOR Transition Amendment to the Third Amended and Restated Credit
Agreement, dated as of September 29, 2021.
10-Q
10.2
November 4, 2021
10.13.4
Second 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 thereto
8-K
10.1
April 12, 2022
10.13.5
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(1)
10-Q
10.1
November 9, 2023
10.14
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
8-K
10.1
October 2, 2023
10.15
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.
8-K
10.1
October 30, 2023
10.16.1
Master Transaction Agreement, dated as of April 5, 2024, by and between Allianz
Global Risks US Insurance Company and Arch Capital Group Ltd.
8-K
10.1
April 5, 2024
10.16.2
Amendment 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-K
2.2
August 1, 2024
10.17
Amendment to Employment Agreement, dated as of October 13, 2024, between
ACGL and Nicolas Papadopoulo †
10-Q
10.2
November 7, 2024
10.18
Amendment 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-K
10.1
November 4, 2024
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10.19
Amendment to Employment Agreement, dated as of November 7, 2024, between
Arch U.S. MI Services Inc. and David Gansberg †
8-K
10.1
November 8, 2024
10.20
Amendment to Employment Agreement, dated as of November 7, 2024, between
Arch Capital Group Ltd. and Maamoun Rajeh †
8-K
10.2
November 8, 2024
10.21
Form of Non-Qualified Stock Option Outperformance Award Agreement for Named
Executive Officers and certain Executive Officers of ACGL and subsidiaries†
X
10.22
Form of Restricted Share Outperformance Award Agreement between ACGL and
each of Nicolas Papadopoulo, Maamoun Rajeh and David Gansberg†
X
10.23
Form of Restricted Share Outperformance Award Agreement between ACGL and
each of François Morin, Christine Todd and certain other Executive Officers of
ACGL†
X
10.24
Second Amendment to Employment Agreement, dated as of December 11, 2024,
between Arch Capital Group (U.S.) Inc. and David Gansberg†
X
19.1
Policy Statement on Insider Trading and Confidential Information
X
21
Subsidiaries of Registrant
X
23
Consent of PricewaterhouseCoopers LLP
X
24
Power of Attorney
X
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
X
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
X
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
X
97.1
Policy relating to recovery of erroneously awarded compensation, as required by
Nasdaq listing standards adopted pursuant to 17 CFR 240.10D.
10-K
97.1
February 23, 2024
101
The 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 Statements
X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
†
Management contract or compensatory plan or arrangement.
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2024 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.
Name
Title
Date
/s/ Nicolas Papadopoulo
Nicolas Papadopoulo
Chief Executive Officer (Principal Executive Officer)
February 27, 2025
/s/ François Morin
François Morin
Executive Vice President and Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer) and Treasurer
February 27, 2025
*
John M. Pasquesi
Chair of the Board
February 27, 2025
*
John L. Bunce, Jr.
Director
February 27, 2025
*
Francis Ebong
Director
February 27, 2025
*
Laurie S. Goodman
Director
February 27, 2025
*
Daniel J. Houston
Director
February 27, 2025
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2024 FORM 10-K
Name
Title
Date
*
Moira Kilcoyne
Director
February 27, 2025
*
Eileen Mallesch
Director
February 27, 2025
*
Alexander Moczarski
Director
February 27, 2025
*
Brian S. Posner
Director
February 27, 2025
*
Eugene S. Sunshine
Director
February 27, 2025
*
Neal Triplett
Director
February 27, 2025
*
John D. Vollaro
Director
February 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
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2024 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,
2024
2023
Assets
Total investments
$
43
$
17
Cash
13
9
Investments in subsidiaries
22,035
19,590
Investment in operating affiliates
3
4
Due from subsidiaries and affiliates
6
—
Other assets
66
58
Total assets
$
22,166
$
19,678
Liabilities
Senior notes
$
1,287
$
1,287
Due to subsidiaries and affiliates
11
—
Other liabilities
48
38
Total liabilities
1,346
1,325
Shareholders' Equity
Non-cumulative preferred shares
830
830
Common shares ($0.0011 par, shares issued: 595.6 and 591.9)
1
1
Additional paid-in capital
2,510
2,327
Retained earnings
22,686
20,295
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.
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2024 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,
2024
2023
2022
Revenues
Net investment income
$
5
$
2
$
2
Net realized gains (losses)
(4)
—
—
Total revenues
1
2
2
Expenses
Corporate expenses
116
93
86
Interest expense
59
59
59
Total expenses
175
152
145
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 subsidiaries
4,487
4,553
1,593
Net income available to Arch
4,312
4,443
1,449
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.
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2024 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,
2024
2023
2022
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)
—
—
Other
5
1
(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, net
7
(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 cash
4
(3)
(5)
Cash and restricted cash, beginning of year
9
12
17
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.
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2024 FORM 10-K
SCHEDULE III
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
(U.S. dollars in millions)
Deferred
Acquisition
Costs
Reserves for
Losses and
Loss
Adjustment
Expenses
Unearned
Premiums
Net
Premiums
Earned
Net
Investment
Income (1)
Net Losses
and Loss
Adjustment
Expenses
Incurred
Amortization
of Deferred
Acquisition
Costs
Other
Operating
Expenses (2)
Net
Premiums
Written
December 31, 2024
Insurance
$696
$16,277
$4,857
$6,627
NM
$4,070
$1,217
$995
$6,874
Reinsurance
981
12,567
4,891
7,242
NM
4,327
1,432
270
7,746
Mortgage
57
525
470
1,231
NM
(55)
2
207
1,112
Total
$1,734
$29,369
$10,218
$15,100
NM
$8,342
$2,651
$1,472
$15,732
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
December 31, 2022
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
Total
$1,263
$20,032
$7,337
$9,679
NM
$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.
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SCHEDULE IV
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
REINSURANCE
(U.S. dollars in millions)
Gross Amount
Ceded to Other
Companies (1)
Assumed From
Other
Companies (1)
Net
Amount
Percentage of
Amount
Assumed to Net
Year Ended December 31, 2024
Premiums Written:
Insurance
$
7,970
$
(2,179) $
1,083
$
6,874
15.8 %
Reinsurance
956
(3,366)
10,156
7,746
131.1 %
Mortgage
1,130
(239)
221
1,112
19.9 %
Total
$
10,056
$
(5,779) $
11,455
$
15,732
72.8 %
Year Ended December 31, 2023
Premiums Written:
Insurance
$
7,865
$
(2,049) $
46
$
5,862
0.8 %
Reinsurance
626
(2,559)
8,487
6,554
129.5 %
Mortgage
1,161
(335)
226
1,052
21.5 %
Total
$
9,652
$
(4,935) $
8,751
$
13,468
65.0 %
Year Ended December 31, 2022
Premiums Written:
Insurance
$
6,889
$
(1,910) $
42
$
5,021
0.8 %
Reinsurance
397
(2,024)
6,553
4,924
133.1 %
Mortgage
1,256
(322)
199
1,133
17.6 %
Total
$
8,542
$
(4,249) $
6,785
$
11,078
61.2 %
(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.
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2024 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 A
Column B
Column C
Column D
Column E
Column F
Column G
Column H
Column I
Column J
Column K
Affiliation
with
Registrant
Deferred
Acquisition
Costs
Reserves
for Losses
and Loss
Adjustment
Expenses
Discount, if
any,
deducted
in Column
C
Unearned
Premiums
Net
Premiums
Earned
Net
Investment
Income
Net Losses and Loss
Adjustment Expenses
Incurred Related to
Amortization
of Deferred
Acquisition
Costs
Net Paid
Losses and
Loss
Adjustment
Expenses
Net
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
2023
1,531
22,752
66
8,808
12,440
1,023
6,784
(538)
2,312
4,093
13,468
2022
1,263
20,032
61
7,337
9,679
496
5,797
(769)
1,740
3,141
11,078
ITEM 16.
FORM 10-K SUMMARY
Not applicable.
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2024 FORM 10-K
DIRECTORS
John M. Pasquesi 3,4,6
Chair of the Board
Managing Member of Otter Capital LLC
John L. Bunce, Jr. 3,4,5
Managing Director and Founder of Greyhawk Capital Management,
LLC and Managing Director and Founder of Steel Box, LLC
Francis Ebong 1,2,5
Chief Service Experience Officer at PayPal
Laurie S. Goodman 1,5,6
Institute Fellow at the Urban Institute and Founder of its Housing
Finance Policy Center
Daniel J. Houston 2,5
Executive Chairman of the Principal Financial Group Board of Directors
Moira Kilcoyne 1,2,5
Former Managing Director, Co-Chief Information Officer
of Morgan Stanley
Eileen Mallesch 1,6
Former Senior Vice President and Chief Financial Officer of
Nationwide Property and Casualty Segment, Nationwide Mutual
Insurance Company
Alexander Moczarski 2,6
Former Chairman of Marsh McLennan Companies, International
Brian S. Posner 2,4
President of Point Rider Group LLC
Eugene S. Sunshine 1,2,5
Former Senior Vice President for Business and Finance at
Northwestern University
Neal Triplett 4,6
President and Chief Executive Officer of the Duke University
Management Company
John D. Vollaro 4,6
Senior Advisor and former Executive Vice President, Chief Financial
Officer and Treasurer, Arch Capital Group Ltd.
OFFICERS
Nicolas Papadopoulo 3
Chief Executive Officer
Director
David E. Gansberg
President
Maamoun Rajeh
President
Jennifer Centrone
Chief Human Resources Officer
Chris Hovey
Chief Operations Officer
François Morin
Chief Financial Officer and Treasurer
Louis T. Petrillo
General Counsel
Jay Rajendra
Chief Strategy and Innovation Officer
Christine Todd
Chief Investment Officer
1 Audit Committee
2 Compensation and Human Capital Committee
3 Executive Committee
4 Finance, Investment and Risk Committee
5 Nominating and Governance Committee
6 Underwriting Oversight Committee
CORPORATE ADDRESS
Waterloo House, Ground Floor
100 Pitts Bay Road
Pembroke HM 08, Bermuda
T: 441 278 9250
MARKET INFORMATION
The common shares of Arch Capital Group Ltd. are listed on the
NASDAQ Global Select Market under the symbol ACGL.
TRANSFER AGENT
Equiniti Trust Company, LLC
48 Wall Street, 23rd Floor
New York, NY 10043
SHAREHOLDER INQUIRIES
shareholderinfo@archgroup.com
SHAREHOLDER INFORMATION
©2025 Arch Capital Group Ltd. All rights reserved.
ARCH CAPITAL GROUP LTD.