ARCH CAPITAL GROUP LTD
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 23, 2024
ACGL$109.14+0.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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, 2023 and 2022, and for the years ended December 31, 2023, 2022 and 2021 | 180 |
| III. Supplementary Insurance Information | |
| For the years ended December 31, 2023, 2022 and 2021 | 183 |
| IV. Reinsurance | |
| For the years ended December 31, 2023, 2022 and 2021 | 184 |
| VI. Supplementary Information for Property and Casualty Insurance Underwriters | |
| For the years ended December 31, 2023, 2022 and 2021 | 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.
- Exhibits
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · Original Number · Date Filed · Filed Herewith | ||||
| 2.1 | Memorandum of Association of ACGL | S-4 | 3.1 | September 8, 2000 |
| 2.2 | Bye-Laws of ACGL | 10-Q | 3 | August 5, 2016 |
| 2.3 | ACGL Certificate of Deposit of Memorandum of Increase of Share Capital | 10-K | 3.3 | February 28, 2011 |
| 3.1 | Certificate of Designations of Series F Non-Cumulative Preferred Shares | 8-K | 4.1 | August 17, 2017 |
| 3.2 | Certificate of Designations of Series G Non-Cumulative Preferred Shares | 8-K | 4.1 | June 11, 2021 |
| 3.3 | Specimen Common Share Certificate | 10-K | 4.1 | April 2, 2001 |
| 3.4 | Specimen Series F Non-Cumulative Preferred Share Certificate | 8-K | 4.2 | August 17, 2017 |
| 3.5 | Specimen Series G Non-Cumulative Preferred Share Certificate | 8-K | 4.2 | June 11, 2021 |
| 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 | 4.1 | June 30, 2020 |
| 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 | Description of Securities | 10-K | 4.8 | February 25, 2022 |
| 10.2.1 | Third Amended and Restated ACGL Incentive Compensation Plan† | 10-Q | 10.7 | August 5, 2016 |
| 10.2.2 | First Amendment to Third Amended and Restated ACGL Incentive Compensation Plan† | 10-Q | 10.1 | May 5, 2017 |
| 10.2.3 | Second Amendment to Third Amended and Restated ACGL Incentive Compensation Plan† | 10-K | 4.8 | February 25, 2022 |
| 10.2.4 | Third Amendment to Third Amended and Restated ACGL Incentive Compensation Plan† | 10-Q | 10.1 | May 4, 2023 |
| 10.3.1 | ACGL 2007 Long Term Incentive and Share Award Plan† | DEF 14A | April 3, 2007 | |
| 10.3.2 | ACGL 2012 Long Term Incentive and Share Award Plan† | DEF 14A | March 27, 2012 | |
| 10.3.3 | ACGL 2015 Long Term Incentive and Share Award Plan† | DEF 14A | March 26, 2015 | |
| 10.3.4 | ACGL 2018 Long Term Incentive and Share Award Plan† | DEF 14A | March 28, 2018 | |
| 10.3.5 | ACGL Amended and Restated 2007 Employee Share Purchase Plan† | DEF 14A | March 23, 2023 | |
| 10.3.6 | ACGL 2022 Long Term Incentive and Share Award Plan† | 8-K | 10.1 | May 4, 2022 |
| 10.4.1 | Form of Restricted Share Agreement, dated as of May 13, 2015, between ACGL and each of, Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T. Petrillo† | 10-Q | 10.2 | August 7, 2015 |
| 10.4.2 | Form of Restricted Share Agreement, dated as of May 13, 2016, between ACGL and each of Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T. Petrillo† | 10-Q | 10.2 | August 5, 2016 |
| 10.4.3 | Form of Restricted Share Agreement, dated as of May 4, 2017, between ACGL and each of the Non-Employee Directors of ACGL† | 10-Q | 10.3 | August 4, 2017 |
| 10.4.4 | Form of Restricted Share Agreement, dated as of May 8, 2017, between ACGL and each of Marc Grandisson, Nicolas Papadopoulo, Maamoun Rajeh and Louis T. Petrillo† | 10-Q | 10.4 | August 4, 2017 |
| 10.4.5 | Form of Restricted Share Agreement, dated as of September 19, 2017, between ACGL and each of Nicolas Papadopoulo and Maamoun Rajeh† | 10-K | 10.4.13 | February 28, 2018 |
| 10.4.6 | Form of Restricted Share Agreement for Named Executive Officers and certain Executive Officers of ACGL and subsidiaries† | 10-Q | 10.3 | August 8, 2018 |
| 10.4.7 | Form of Restricted Share Agreement between ACGL and each of the Non-Employee Directors of ACGL† | 10-Q | 10.6 | August 8, 2018 |
| 10.5 | 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 |
| 10.6.1 | 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 |
| 10.6.2 | 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 |
| 10.6.3 | 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 |
| 10.6.4 | Non-Qualified Stock Option Agreement, dated as of September 19, 2017, between ACGL and Maamoun Rajeh† | 10-K | 10.5.6 | February 28, 2018 |
| 10.6.5 | Non-Qualified Stock Option Agreement, dated as of September 19, 2017, between ACGL and Nicolas Papadopoulo† | 10-K | 10.5.7 | February 28, 2018 |
| 10.6.6 | 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 |
| 10.6.7 | Non-Qualified Stock Option Agreement, dated as of April 9, 2018, between ACGL and Marc Grandisson† | 10-Q | 10.5 | May 9, 2018 |
| 10.7.1 | Form of Share Appreciation Right Agreement, dated as of May 9, 2013, between ACGL and each of Marc Grandisson, Maamoun Rajeh and Louis T. Petrillo† | 10-Q | 10.2 | November 8, 2013 |
| 10.7.2 | Form of Share Appreciation Right Agreement, dated as of May 13, 2014, between ACGL and each of Marc Grandisson, Maamoun Rajeh and Louis T. Petrillo† | 10-Q | 10.3 | August 8, 2014 |
| 10.7.3 | Share Appreciation Right Agreement, dated as of July 1, 2014, between ACGL and Maamoun Rajeh† | 10-Q | 10.15 | November 3, 2017 |
| 10.7.4 | Share Appreciation Right Agreement, dated as of November 6, 2014, between ACGL and Marc Grandisson† | 10-Q | 10.2 | May 8, 2015 |
| 10.8.1 | Employment Agreement, dated as of October 27, 2008, between ACGL and John D. Vollaro† | 8-K | 10.1 | October 28, 2008 |
| 10.8.2 | Amendment to Employment Agreement, dated February 27, 2015, between ACGL and John D. Vollaro† | 10-Q | 10.1 | May 8, 2015 |
| 10.8.3 | Second Amendment to Employment Agreement, dated as of January 1, 2018, between ACGL and John D. Vollaro† | 10-Q | 10.1 | May 9, 2018 |
| 10.10 | Employment Agreement, dated as of September 19, 2017 between ACGL and Maamoun Rajeh† | 10-Q | 10.26 | November 3, 2017 |
| 10.11 | Employment Agreement, dated as of September 19, 2017 between ACGL and Nicholas Papadopoulo† | 10-Q | 10.27 | November 3, 2017 |
| 10.12 | Employment Agreement, dated as of May 25, 2018, between ACGL and François Morin† | 8-K/A | 10.1 | July 26, 2018 |
| 10.13 | Employment Agreement, dated as of April 9, 2018, between ACGL and Marc Grandisson† | 8-K/A | 10.1 | April 11, 2018 |
| 10.14 | Employment Agreement, dated as of November 13, 2018, between Arch Capital Services Inc. and Louis Petrillo† | 10-K | 10.16 | February 28, 2019 |
| 10.15 | Employment Agreement dated as of October 1,2019 between Arch Capital Group Ltd. and David Gansberg † | 10-K | 10.16 | February 28, 2020 |
| 10.16 | Employment Agreement dated as of May 7, 2021 between Arch Capital Group Ltd. and Christine Todd † | 10-Q | 10.1 | August 5, 2021 |
| 10.17 | Arch U.S. Executive Supplemental Non-Qualified Savings and Retirement Plan† | 10-K | 10.24 | March 2, 2009 |
| 10.18.1 | 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 |
| 10.18.2 | 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 |
| 10.18.3 | 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 | |
| 10.18.4 | 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 | |
| 10.18.5 | Fourth Amended and Restated Credit Agreement, dated as of August 23, 2023, by and among Arch Capital Group Ltd., certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, and the lenders party thereto(1) | 10-Q | 10.1 | November 9, 2023 | |
| 10.19 | Letter of Credit Facility Agreement, dated as of September 27, 2023, by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank Corporate Markets plc, as the L/C Issuer(1) | 8-K | 10.1 | October 2, 2023 | |
| 10.20 | Amendment No. 3 and Joinder to Letter of Credit Facility Agreement, dated as of October 25, 2023, by and between Arch Reinsurance Ltd., as the borrower and Lloyds Bank Corporate Markets plc, as the Administrative Agent and L/C Agent.(1) | 8-K | 10.1 | October 30, 2023 | |
| 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. | X | |||
| 101 | The following financial information from ACGL’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, 2023 and 2022; (ii) Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements | X | |||
| 104 | Cove Page Interactive Data File (embedded within the Inline XBRL document) | ||||
(1) Certain schedules and exhibits have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the SEC upon request.
† Management contract or compensatory plan or arrangement.
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/ Marc Grandisson | |
| Name: | Marc Grandisson | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
February 23, 2024
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/ Marc Grandisson | ||
| Marc Grandisson | Chief Executive Officer (Principal Executive Officer) | February 23, 2024 |
| /s/ François Morin | ||
| François Morin | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Treasurer | February 23, 2024 |
| * | ||
| John M. Pasquesi | Chairman of the Board | February 23, 2024 |
| * | ||
| John L. Bunce, Jr. | Director | February 23, 2024 |
| * | ||
| Eric W. Doppstadt | Director | February 23, 2024 |
| * | ||
| Francis Ebong | Director | February 23, 2024 |
| * | ||
| Laurie S. Goodman | Director | February 23, 2024 |
| Name | Title | Date |
|---|---|---|
| * | ||
| Moira Kilcoyne | Director | February 23, 2024 |
| * | ||
| Eileen Mallesch | Director | February 23, 2024 |
| * | ||
| Louis J. Paglia | Director | February 23, 2024 |
| * | ||
| Brian S. Posner | Director | February 23, 2024 |
| * | ||
| Eugene S. Sunshine | Director | February 23, 2024 |
| * | ||
| John D. Vollaro | Director | February 23, 2024 |
- 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 MorinAttorney-in-Fact |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.