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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended September 30, 2017
 
Or
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:  001-16209

 archnewlogo11a20.jpg
ARCH CAPITAL GROUP LTD.
(Exact name of registrant as specified in its charter)

Bermuda
Not applicable
(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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 þ Accelerated Filer o Non-accelerated Filer o Smaller reporting
company o Emerging growth company o
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. o  
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No þ
As of October 31, 2017, there were 130,874,024 common shares, $0.0033 par value per share, of the registrant outstanding.



Table of Contents

ARCH CAPITAL GROUP LTD.
 
INDEX TO FORM 10-Q
 
 
 
 
Page No.
 
PART I
 
 
 
 
 2
Item 1.
 
 4
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
 
 
PART II
 
 
 
 
76 
Item 1.
 
Item 1A.
 
76 
Item 2.
 
Item 5.
 
Item 6.
 
 
 

 
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PART I.  FINANCIAL INFORMATION
Cautionary Note Regarding Forward-Looking Statements 
The Private Securities Litigation Reform Act of 1995 (“PSLRA”) provides a “safe harbor” for forward-looking statements. This release 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 release 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 release and in our periodic reports filed with the Securities and Exchange Commission (the “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;
the integration of United Guaranty and any other businesses 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, foreign currency exchange rates, prevailing credit terms and the depth and duration of a recession) and conditions specific to the reinsurance and insurance markets (including the length and magnitude of the current “soft” market) in which we operate;
competition, including increased competition, on the basis of pricing, capacity (including alternative forms 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 of key personnel;
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, contingencies and litigation, and any determination to use the deposit method of accounting, which for a relatively new insurance and reinsurance company, like our company, are even more difficult to make than those made in a mature company since relatively limited historical information has been reported to us through September 30, 2017;
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 and reinsurance subsidiaries;
severity and/or frequency of losses;
claims for natural or man-made catastrophic events in our insurance, reinsurance and mortgage businesses could cause large losses and substantial volatility in our results of operations;
acts of terrorism, political unrest and other hostilities or other unforecasted and unpredictable events;
availability to us of reinsurance to manage our gross and net exposures 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;
our investment performance, including legislative or regulatory developments that may adversely affect the fair value of our investments;

 
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changes in general economic conditions, including new or continued sovereign debt concerns in Eurozone countries or downgrades of U.S. securities by credit rating agencies, which could affect our business, financial condition and results of operations;
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;
losses relating to aviation business and business produced by a certain managing underwriting agency for which we may be liable to the purchaser of our prior reinsurance business or to others in connection with the May 5, 2000 asset sale described in our periodic reports filed with the SEC;
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 policy and matters and insurance and other regulatory matters such as the adoption of proposed legislation that would affect 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; 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 our Annual Report on Form 10-K for the year ended December 31, 2016, as well as the other factors set forth in our 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. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 


 
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ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 
 
Page No.
 
 
 
 
 
 
 
 
 
September 30, 2017 (unaudited) and December 31, 2016
 
 
 
 
 
 
For the three and nine month periods ended September 30, 2017 and 2016 (unaudited)
 
 
 
 
 
 
For the three and nine month periods ended September 30, 2017 and 2016 (unaudited)
 
 
 
 
 
 
For the nine month periods ended September 30, 2017 and 2016 (unaudited)
 
 
 
 
 
 
For the nine month periods ended September 30, 2017 and 2016 (unaudited)
 
 
 
 
Notes to Consolidated Financial Statements (unaudited)
 
 
 
11 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
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Report of Independent Registered Public Accounting Firm
 
To the Board of Directors and Shareholders of Arch Capital Group Ltd.:
 
We have reviewed the accompanying consolidated balance sheet of Arch Capital Group Ltd. and its subsidiaries (the “Company”) as of September 30, 2017, and the related consolidated statements of income and comprehensive income for the three-month and nine-month periods ended September 30, 2017 and September 30, 2016 and the consolidated statements of changes in shareholders’ equity and cash flows for the nine-month periods ended September 30, 2017 and September 30, 2016. These interim financial statements are the responsibility of the Company’s management.
 
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
 
Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
 
We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2016, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein), and in our report dated March 1, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2016, is fairly stated, in all material respects in relation to the consolidated balance sheet from which it has been derived.
 
/s/ PricewaterhouseCoopers LLP
 
November 3, 2017

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except share data)
 
(Unaudited)
 
 
 
September 30,
2017
 
December 31,
2016
Assets
 

 
 

Investments:
 

 
 

Fixed maturities available for sale, at fair value (amortized cost: $13,722,581 and $13,522,671)
$
13,792,903

 
$
13,426,577

Short-term investments available for sale, at fair value (amortized cost: $1,645,873 and $611,878)
1,646,036

 
612,005

Collateral received under securities lending, at fair value (amortized cost: $543,243 and $762,554)
543,252

 
762,565

Equity securities available for sale, at fair value (cost: $401,674 and $475,085)
477,143

 
518,041

Other investments available for sale, at fair value (cost: $205,828 and $149,077)
260,339

 
167,970

Investments accounted for using the fair value option
4,249,634

 
3,421,220

Investments accounted for using the equity method
962,574

 
811,273

Total investments
21,931,881

 
19,719,651

 
 
 
 
Cash
862,361

 
842,942

Accrued investment income
101,104

 
124,483

Securities pledged under securities lending, at fair value (amortized cost: $529,700 and $746,409)
528,212

 
744,980

Premiums receivable
1,269,678

 
1,072,435

Reinsurance recoverable on unpaid and paid losses and loss adjustment expenses
2,506,015

 
2,114,138

Contractholder receivables
1,864,348

 
1,717,436

Ceded unearned premiums
947,135

 
859,567

Deferred acquisition costs
531,196

 
447,560

Receivable for securities sold
385,952

 
58,284

Goodwill and intangible assets
684,405

 
781,553

Other assets
1,012,510

 
889,080

Total assets
$
32,624,797

 
$
29,372,109

 
 
 
 
Liabilities
 
 
 
Reserve for losses and loss adjustment expenses
$
11,351,267

 
$
10,200,960

Unearned premiums
3,751,550

 
3,406,870

Reinsurance balances payable
352,006

 
300,407

Contractholder payables
1,864,348

 
1,717,436

Collateral held for insured obligations
345,726

 
301,406

Senior notes
1,732,726

 
1,732,258

Revolving credit agreement borrowings
826,242

 
756,650

Securities lending payable
543,243

 
762,554

Payable for securities purchased
1,091,464

 
76,183

Other liabilities
788,354

 
806,260

Total liabilities
22,646,926

 
20,060,984

 
 
 
 
Commitments and Contingencies


 


Redeemable noncontrolling interests
205,829

 
205,553

 
 
 
 
Shareholders' Equity
 
 
 
Non-cumulative preferred shares
772,555

 
772,555

Convertible non-voting common equivalent preferred shares
489,627

 
1,101,304

Common shares ($0.0033 par, shares issued: 182,924,882 and 174,644,101)
610

 
582

Additional paid-in capital
1,212,960

 
531,687

Retained earnings
8,359,354

 
7,996,701

Accumulated other comprehensive income (loss), net of deferred income tax
129,682

 
(114,541
)
Common shares held in treasury, at cost (shares: 52,058,509 and 51,856,584)
(2,053,644
)
 
(2,034,570
)
Total shareholders' equity available to Arch
8,911,144

 
8,253,718

Non-redeemable noncontrolling interests
860,898

 
851,854

Total shareholders' equity
9,772,042

 
9,105,572

Total liabilities, noncontrolling interests and shareholders' equity
$
32,624,797

 
$
29,372,109


See Notes to Consolidated Financial Statements

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(U.S. dollars in thousands, except share data)
 
(Unaudited)
 
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Revenues
 

 
 

 
 

 
 

Net premiums written
$
1,325,403

 
$
1,014,278

 
$
3,850,358

 
$
3,159,076

Change in unearned premiums
(63,517
)
 
(55,875
)
 
(230,581
)
 
(243,109
)
Net premiums earned
1,261,886

 
958,403

 
3,619,777

 
2,915,967

Net investment income
116,459

 
93,618

 
345,457

 
275,691

Net realized gains (losses)
66,275

 
125,105

 
122,163

 
230,647

 
 
 
 
 
 
 
 
Other-than-temporary impairment losses
(1,878
)
 
(3,867
)
 
(5,415
)
 
(16,999
)
Less investment impairments recognized in other comprehensive income, before taxes

 

 

 
150

Net impairment losses recognized in earnings
(1,878
)
 
(3,867
)
 
(5,415
)
 
(16,849
)
 
 
 
 
 
 
 
 
Other underwriting income
6,064

 
7,980

 
15,519

 
38,251

Equity in net income (loss) of investment funds accounted for using the equity method
31,090

 
16,662

 
111,884

 
32,054

Other income (loss)
(342
)
 
(400
)
 
(3,118
)
 
(432
)
Total revenues
1,479,554

 
1,197,501

 
4,206,267

 
3,475,329

 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
Losses and loss adjustment expenses
1,046,141

 
524,183

 
2,288,571

 
1,631,724

Acquisition expenses
193,854

 
161,267

 
566,579

 
501,782

Other operating expenses
170,127

 
153,286

 
514,827

 
460,748

Corporate expenses
17,098

 
18,485

 
69,766

 
45,068

Amortization of intangible assets
31,824

 
4,865

 
93,942

 
14,493

Interest expense
29,510

 
15,943

 
86,935

 
47,713

Net foreign exchange losses (gains)
28,028

 
2,621

 
86,975

 
1,525

Total expenses
1,516,582

 
880,650

 
3,707,595

 
2,703,053

 
 
 
 
 
 
 
 
Income (loss) before income taxes
(37,028
)
 
316,851

 
498,672

 
772,276

Income tax expense
(8,189
)
 
(13,231
)
 
(70,755
)
 
(43,672
)
Net income (loss)
$
(45,217
)
 
$
303,620

 
$
427,917

 
$
728,604

Net (income) loss attributable to noncontrolling interests
11,561

 
(50,748
)
 
(23,279
)
 
(109,879
)
Net income (loss) available to Arch
(33,656
)
 
252,872

 
404,638

 
618,725

Preferred dividends
(12,369
)
 
(5,484
)
 
(34,936
)
 
(16,453
)
Loss on redemption of preferred shares
(6,735
)
 

 
(6,735
)
 

Net income (loss) available to Arch common shareholders
$
(52,760
)
 
$
247,388

 
$
362,967

 
$
602,272

 
 
 
 
 
 
 
 
Net income (loss) per common share and common share equivalent
 

 
 

 
 

 
 

Basic
$
(0.39
)
 
$
2.05

 
$
2.70

 
$
4.99

Diluted
$
(0.39
)
 
$
1.98

 
$
2.61

 
$
4.84

 
 
 
 
 
 
 
 
Weighted average common shares and common share equivalents outstanding
 
 
 
 
 

 
 

Basic
134,885,451

 
120,938,916

 
134,472,129

 
120,656,420

Diluted
134,885,451

 
124,931,653

 
139,222,324

 
124,528,174





See Notes to Consolidated Financial Statements

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(U.S. dollars in thousands)
 
(Unaudited)
 
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Comprehensive Income
 
 
 
 
 

 
 

Net income (loss)
$
(45,217
)
 
$
303,620

 
$
427,917

 
$
728,604

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 period
66,462

 
16,281

 
260,223

 
251,722

Portion of other-than-temporary impairment losses recognized in other comprehensive income, net of deferred income tax

 

 

 
(150
)
Reclassification of net realized (gains) losses, net of income taxes, included in net income (loss)
(23,912
)
 
(54,992
)
 
(46,180
)
 
(109,309
)
Foreign currency translation adjustments
8,280

 
(5,312
)
 
29,701

 
(6,150
)
Comprehensive income
5,613

 
259,597

 
671,661

 
864,717

Net (income) loss attributable to noncontrolling interests
11,561

 
(50,748
)
 
(23,279
)
 
(109,879
)
Foreign currency translation adjustments attributable to noncontrolling interests
411

 
(59
)
 
479

 
141

Comprehensive income available to Arch
$
17,585

 
$
208,790

 
$
648,861

 
$
754,979





See Notes to Consolidated Financial Statements

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands)
 
(Unaudited)
 
Nine Months Ended
 
September 30,
 
2017
 
2016
Non-cumulative preferred shares
 

 
 

Balance at beginning of year
$
772,555

 
$
325,000

Preferred shares issued
230,000

 
450,000

Preferred shares redeemed
(230,000
)
 

Balance at end of period
772,555

 
775,000

 
 
 
 
Convertible non-voting common equivalent preferred shares
 
 
 
Balance at beginning of year
1,101,304

 

Preferred shares converted to common shares
(611,677
)
 

Balance at end of period
489,627

 

 
 
 
 
Common shares
 
 
 
Balance at beginning of year
582

 
577

Common shares issued, net
28

 
5

Balance at end of period
610

 
582

 
 
 
 
Additional paid-in capital
 

 
 

Balance at beginning of year
531,687

 
467,339

Preferred shares converted to common shares
611,653

 

Issue costs on preferred shares
(7,946
)
 
(15,101
)
Reversal of original issue costs on redeemed preferred shares
6,735

 

All other
70,831

 
63,966

Balance at end of period
1,212,960

 
516,204

 
 
 
 
Retained earnings
 

 
 

Balance at beginning of year
7,996,701

 
7,332,032

Cumulative effect of an accounting change
(314
)
 

Balance at beginning of year, as adjusted
7,996,387

 
7,332,032

Net income
427,917

 
728,604

Net (income) loss attributable to noncontrolling interests
(23,279
)
 
(109,879
)
Preferred share dividends
(34,936
)
 
(16,453
)
Loss on redemption of preferred shares
(6,735
)
 

Balance at end of period
8,359,354

 
7,934,304

 
 
 
 
Accumulated other comprehensive income (loss), net of deferred income tax
 
 
 
Balance at beginning of year
(114,541
)
 
(16,502
)
Unrealized appreciation (decline) in value of available-for-sale investments, net of deferred income tax:
 
 
 
Balance at beginning of year
(27,641
)
 
50,085

Unrealized holding gains (losses) arising during period, net of reclassification adjustment
214,043

 
142,413

Portion of other-than-temporary impairment losses recognized in other comprehensive income, net of deferred income tax

 
(150
)
Balance at end of period
186,402

 
192,348

Foreign currency translation adjustments:
 
 
 
Balance at beginning of year
(86,900
)
 
(66,587
)
Foreign currency translation adjustments
29,701

 
(6,150
)
Foreign currency translation adjustments attributable to noncontrolling interests
479

 
141

Balance at end of period
(56,720
)
 
(72,596
)
Balance at end of period
129,682

 
119,752

 
 
 
 
Common shares held in treasury, at cost
 
 
 
Balance at beginning of year
(2,034,570
)
 
(1,941,904
)
Shares repurchased for treasury
(19,074
)
 
(89,955
)
Balance at end of period
(2,053,644
)
 
(2,031,859
)
 
 
 
 
Total shareholders’ equity available to Arch
8,911,144

 
7,313,983

Non-redeemable noncontrolling interests
860,898

 
834,808

Total shareholders’ equity
$
9,772,042

 
$
8,148,791


See Notes to Consolidated Financial Statements

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
 
(Unaudited)
 
Nine Months Ended
 
September 30,
 
2017
 
2016
Operating Activities
 

 
 

Net income
$
427,917

 
$
728,604

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Net realized (gains) losses
(141,944
)
 
(262,112
)
Net impairment losses recognized in earnings
5,415

 
16,849

Equity in net income or loss of investment funds accounted for using the equity method and other income or loss
(63,784
)
 
8,157

Amortization of intangible assets
93,942

 
14,493

Share-based compensation
58,308

 
46,311

Changes in:
 
 
 
Reserve for losses and loss adjustment expenses, net of unpaid losses and loss adjustment expenses recoverable
602,652

 
277,277

Unearned premiums, net of ceded unearned premiums
230,581

 
243,109

Premiums receivable
(167,143
)
 
(198,909
)
Deferred acquisition costs
(73,631
)
 
(40,906
)
Reinsurance balances payable
37,528

 
49,198

Other items, net
71,293

 
155,068

Net Cash Provided By Operating Activities
1,081,134

 
1,037,139

Investing Activities
 

 
 

Purchases of fixed maturity investments
(28,079,129
)
 
(27,840,555
)
Purchases of equity securities
(667,135
)
 
(377,767
)
Purchases of other investments
(1,406,528
)
 
(1,008,774
)
Proceeds from sales of fixed maturity investments
27,629,474

 
26,731,924

Proceeds from sales of equity securities
751,873

 
464,904

Proceeds from sales, redemptions and maturities of other investments
938,581

 
879,330

Proceeds from redemptions and maturities of fixed maturity investments
747,621

 
540,823

Net settlements of derivative instruments
(20,952
)
 
23,396

Net (purchases) sales of short-term investments
(964,653
)
 
(604,162
)
Change in cash collateral related to securities lending
148,692

 
(27,935
)
Acquisitions, net of cash
(27,709
)
 
(20,911
)
Purchases of fixed assets
(16,862
)
 
(11,565
)
Other
86,145

 
(3,816
)
Net Cash Provided By (Used For) Investing Activities
(880,582
)
 
(1,255,108
)
Financing Activities
 

 
 

Proceeds from issuance of preferred shares, net
222,054

 
434,899

Redemption of preferred shares
(230,000
)
 

Purchases of common shares under share repurchase program

 
(75,256
)
Proceeds from common shares issued, net
(7,484
)
 
(3,785
)
Proceeds from borrowings
238,915

 
46,000

Repayments of borrowings
(172,000
)
 
(179,171
)
Change in cash collateral related to securities lending
(148,692
)
 
27,935

Dividends paid to redeemable noncontrolling interests
(13,491
)
 
(13,491
)
Other
(49,280
)
 
33,113

Preferred dividends paid
(34,936
)
 
(16,453
)
Net Cash Provided By (Used For) Financing Activities
(194,914
)
 
253,791

 
 
 
 
Effects of exchange rate changes on foreign currency cash
13,781

 
(10,332
)
 
 
 
 
Increase (decrease) in cash
19,419

 
25,490

Cash beginning of year
842,942

 
553,326

Cash end of period
$
862,361

 
$
578,816

 
 
 
 
Income taxes paid
$
47,907

 
$
40,742

Interest paid
$
64,613

 
$
35,234


See Notes to Consolidated Financial Statements

 
ACGL 2017 THIRD QUARTER FORM 10-Q
10

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.    General

Arch Capital Group Ltd. (“ACGL”) is a Bermuda public limited liability company which provides insurance, reinsurance and mortgage insurance on a worldwide basis through its wholly-owned subsidiaries. As used herein, the “Company” means ACGL and its subsidiaries. The Company’s consolidated financial statements include the results of Watford Holdings Ltd. and its wholly owned subsidiaries. See Note 3.
On December 31, 2016, the Company completed the acquisition of United Guaranty Corporation, a North Carolina corporation (“UGC”) pursuant to a stock purchase agreement with American International Group, Inc. (“AIG”). The acquisition of UGC (“UGC acquisition”) expanded the scale of Arch’s existing mortgage insurance businesses by combining UGC’s position as the market leader in the U.S. private mortgage insurance industry with Arch’s financial strength and history of innovation, further diversifying the Company’s business profile and customer base.
The interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 from those estimates and assumptions. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normally recurring accruals) necessary for a fair statement of results on an interim basis. The results of any interim period are not necessarily indicative of the results for a full year or any future periods.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted; however, management believes that the disclosures are adequate to make the information presented not misleading. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”), including the Company’s audited consolidated financial statements and related notes.
The Company has reclassified the presentation of certain prior year information to conform to the current presentation, including the presentation of ‘amortization of intangible assets’ on its consolidated statements of income to split out such item
 
(previously reflected in acquisition expenses and/or other operating expenses). Such reclassifications had no effect on the Company’s net income, comprehensive income, shareholders’ equity or cash flows. Tabular amounts are in U.S. Dollars in thousands, except share amounts, unless otherwise noted.
2.    Recent Accounting Pronouncements

Recently Issued Accounting Standards Adopted
The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting,” effective January 1, 2017. This ASU was issued in the 2016 first quarter to improve and simplify the accounting for employee share-based payment transactions. This ASU provides simplifications with respect to income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows for these types of transactions. With respect to the forfeiture accounting policy election, the Company has elected to account for forfeitures as they occur, which did not result in a material cumulative effect adjustment. With respect to the change in presentation in the statement of cash flows related to excess tax benefits, the Company has applied the guidance prospectively and prior periods have not been adjusted.
Recently Issued Accounting Standards Not Yet Adopted
ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” was issued in the 2014 second quarter and updated through various ASUs in 2016. This ASU (and as updated in 2016) creates a new comprehensive revenue recognition standard that will serve as a single source of revenue guidance for all companies in all industries. The guidance applies to all companies that either enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other standards, such as insurance contracts or financial instruments.The ASU also requires enhanced disclosures about revenue. The ASU is effective in the 2018 first quarter and the Company intends on adopting the ASU using the modified retrospective method, whereby the cumulative effect of adoption will be recognized as an adjustment to retained earnings at the date of initial application. The adoption of this ASU will not impact the Company's insurance premium revenues or revenues from its investment portfolio, which represent a substantial portion of consolidated revenues, but may have an impact on the Company's other revenues. Based on the Company’s evaluation of the impacted revenue streams, the ASU is not expected to have a material effect on the Company’s consolidated financial statements and the cumulative effect adjustment to retained earnings at the date of initial application is not expected to be material.

 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities,” was issued in the 2016 first quarter to enhance the reporting model for financial instruments and to provide improved financial information to readers of the financial statements. Among other provisions focused on improving the recognition and measurement of financial instruments, the ASU requires that equity investments be measured at fair value on the balance sheet with changes in fair value reported in the income statement and that an exit price notion be used when measuring the fair value of financial instruments for disclosure purposes. The ASU is effective in the 2018 first quarter and, aside from limited situations, cannot be early adopted. The Company is currently assessing the impact the implementation of this ASU will have on its consolidated financial statements. The adoption of this ASU is not expected to have a material impact on the Company's financial position, cash flows, or total comprehensive income, but will have a material impact on the Company's results of operations as changes in fair value of equity instruments will be presented in net income rather than other comprehensive income.

ASU 2016-18, "Statement of Cash Flows (Topic 230) - Restricted Cash " was issued in the 2016 fourth quarter. The ASU requires that restricted cash and restricted cash equivalents be included with cash and cash equivalents in the reconciliation of beginning and ending cash on the statements of cash flows. As a result, transfers between cash and cash equivalents and restricted cash and restricted cash equivalents will no longer be presented on the statement of cash flows. The ASU is effective, with retrospective adoption, for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently assessing the impact the implementation of this ASU will have on its consolidated financial statements. The adoption of this ASU is not expected to have a material effect on the Company’s results of operations, financial position, comprehensive income or net cash provided from operating activities.

ASU 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities,” was issued in the 2017 first quarter. The ASU amends the amortization period for certain purchased callable debt securities held at a premium by shortening the amortization period for the premium to the earliest call date. The ASU will be effective for the Company on January 1, 2019 and is required to be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently assessing the impact the implementation of this ASU will have on its consolidated financial statements. The adoption of this
 
ASU is not expected to have a material effect on the Company’s results of operations, financial position or cash flows.

ASU 2017-09, “Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting” was issued in the 2017 second quarter. The ASU provides updated guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The ASU is effective prospectively for all companies for annual periods beginning on or after December 15, 2017, with early adoption permitted. The adoption of this ASU is not expected to have a material effect on the Company’s results of operations, financial position or cash flows.

3.
Variable Interest Entities and Noncontrolling Interests

A variable interest entity (“VIE”) refers to an entity that has 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 characteristics of a controlling financial interest. The primary beneficiary of a VIE 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. If a company is determined to be the primary beneficiary, it is required to consolidate the VIE in its financial statements.
Watford Holdings Ltd.
In March 2014, the Company invested $100.0 million and acquired approximately 11% of Watford Holdings Ltd.’s common equity and a warrant to purchase additional common equity. Watford Holdings Ltd. is the parent of Watford Re Ltd., a multi-line Bermuda reinsurance company (together with Watford Holdings Ltd., “Watford Re”). Watford Re is considered a VIE and the Company concluded that it is the primary beneficiary of Watford Re. As such, the results of Watford Re are included in the Company’s consolidated financial statements.
The Company does not guarantee or provide credit support for Watford Re, and the Company’s financial exposure to Watford Re is limited to its investment in Watford Re’s common and preferred shares and counterparty credit risk (mitigated by collateral) arising from reinsurance transactions.

 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table provides the carrying amount and balance sheet caption in which the assets and liabilities of Watford Re are reported:
 
September 30,
 
December 31,

 
2017
 
2016
Assets
 
 
 
Investments accounted for using the fair value option
$
2,457,365

 
$
1,857,623

Cash
57,151

 
74,893

Accrued investment income
13,718

 
17,017

Premiums receivable
209,985

 
189,911

Reinsurance recoverable on unpaid and paid losses and LAE
37,575

 
24,420

Ceded unearned premiums
23,538

 
12,145

Deferred acquisition costs
87,692

 
86,379

Receivable for securities sold
74,051

 
1,326

Goodwill and intangible assets
7,650

 
7,650

Other assets
132,796

 
111,386

Total assets of consolidated VIE
$
3,101,521

 
$
2,382,750

 
 
 
 
Liabilities
 
 
 
Reserves for losses and loss adjustment expenses
$
735,132

 
$
510,809

Unearned premiums
344,060

 
293,480

Reinsurance balances payable
22,487

 
12,289

Revolving credit agreement borrowings
426,242

 
256,650

Payable for securities purchased
211,065

 
42,922

Other liabilities
174,472

 
88,976

Total liabilities of consolidated VIE
$
1,913,458

 
$
1,205,126

 
 
 
 
Redeemable noncontrolling interests
$
220,529

 
$
220,253

For the nine months ended September 30, 2017, Watford Re generated $221.9 million of cash provided by operating activities, $394.4 million of cash used for investing activities and $152.5 million of cash provided by financing activities, compared to $207.0 million of cash provided by operating activities, $124.0 million of cash used for investing activities and $119.6 million of cash used for financing activities for the nine months ended September 30, 2016.
Non-redeemable noncontrolling interests
The Company accounts for the portion of Watford Re’s common equity attributable to third party investors in the shareholders’ equity section of its consolidated balance sheets. The noncontrolling ownership in Watford Re’s common shares was approximately 89% at September 30, 2017. The portion of Watford Re’s income or loss attributable to third party investors is recorded in the consolidated statements of income in ‘net (income) loss attributable to noncontrolling interests.’
 
The following table sets forth activity in the non-redeemable noncontrolling interests:
 
September 30,
 
2017
 
2016
Three Months Ended
 
 
 
Balance, beginning of period
$
877,456

 
$
788,589

Amounts attributable to noncontrolling interests
(16,147
)
 
46,160

Foreign currency translation adjustments attributable to noncontrolling interests
(411
)
 
59

Balance, end of period
$
860,898

 
$
834,808

 
 
 
 
Nine Months Ended
 
 
 
Balance, beginning of year
$
851,854

 
$
738,831

Amounts attributable to noncontrolling interests
9,523

 
96,118

Foreign currency translation adjustments attributable to noncontrolling interests
(479
)
 
(141
)
Balance, end of period
$
860,898

 
$
834,808

Redeemable noncontrolling interests
The Company accounts for redeemable noncontrolling interests in the mezzanine section of its consolidated balance sheets in accordance with applicable accounting guidance. Such redeemable noncontrolling interests relate to the 9,065,200 cumulative redeemable preference shares (“Watford Preference Shares”) issued in March 2014 with a par value of $0.01 per share and a liquidation preference of $25.00 per share. Preferred dividends, including the accretion of the discount and issuance costs, are included in ‘net (income) loss attributable to noncontrolling interests’ in the Company’s consolidated statements of income.
The following table sets forth activity in the redeemable non-controlling interests:
 
September 30,
 
2017
 
2016
Three Months Ended
 
 
 
Balance, beginning of period
$
205,736

 
$
205,366

Accretion of preference share issuance costs
93

 
93

Balance, end of period
$
205,829

 
$
205,459

 
 
 
 
Nine Months Ended
 
 
 
Balance, beginning of year
$
205,553

 
$
205,182

Accretion of preference share issuance costs
276

 
277

Balance, end of period
$
205,829

 
$
205,459


 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The portion of Watford Re’s income or loss attributable to third party investors, recorded in the Company’s consolidated statements of income in ‘net (income) loss attributable to noncontrolling interests,’ are summarized in the table below:
 
September 30,
 
2017
 
2016
Three Months Ended
 
 
 
Amounts attributable to non-redeemable noncontrolling interests
$
16,147

 
$
(46,160
)
Dividends attributable to redeemable noncontrolling interests
(4,586
)
 
(4,588
)
Net (income) loss attributable to noncontrolling interests
$
11,561

 
$
(50,748
)
 
 
 
 
Nine Months Ended
 
 
 
Amounts attributable to non-redeemable noncontrolling interests
$
(9,523
)
 
$
(96,118
)
Dividends attributable to redeemable noncontrolling interests
(13,756
)
 
(13,761
)
Net (income) loss attributable to noncontrolling interests
$
(23,279
)
 
$
(109,879
)
Bellemeade Re I and II
Upon closing of the UGC acquisition, the Company acquired the rights and obligations related to aggregate excess of loss reinsurance agreements with Bellemeade Re I Ltd. (“Bellemeade I”), entered into in July 2015, and with Bellemeade Re II Ltd. (“Bellemeade II”), entered into in May 2016 (the “Bellemeade Agreements”). Bellemeade I and Bellemeade II are special purpose reinsurance companies domiciled in Bermuda, each of which provided for up to approximately $300 million of aggregate excess of loss reinsurance coverage at inception for new delinquencies on portfolios of in-force policies issued.
 
As a result of the evaluation of the Bellemeade Agreements, the Company concluded that both Bellemeade I and Bellemeade II are VIEs. However, given that the ceding insurers do not have the unilateral power to direct those activities that are significant to the economic performance of Bellemeade I and Bellemeade II, the Company does not consolidate Bellemeade I and Bellemeade II in its consolidated financial statements.
The following table presents total assets of Bellemeade I and Bellemeade II as well as the Company’s maximum exposure to loss associated with these VIEs:
 
 
 
Maximum Exposure to Loss
 
Total VIE Assets
 
On-Balance Sheet
 
Off-Balance Sheet
 
Total
Bellemeade I
$
112,090

 
$
533

 
$
1,009

 
$
1,542

Bellemeade II
191,387

 
(53
)
 
746

 
693

Total
$
303,477

 
$
480

 
$
1,755

 
$
2,235

See note 18, “Subsequent Event.”
Irving Partners Limited Partnership
Upon closing of the UGC acquisition, the Company acquired a limited partnership interest in Irving Partners Limited Partnership (“Irving Partners”), which owns and operates an office building in Greensboro, North Carolina in which the Company is the main tenant. The Company concluded that Irving Partners is a VIE but that it is not the primary beneficiary. During the 2017 third quarter, the Company’s ownership in Irving Partners was sold to a third party for approximately $14.5 million.

 
ACGL 2017 THIRD QUARTER FORM 10-Q
14

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4.    Earnings (Loss) Per Common Share

Due to the net loss recorded in the 2017 third quarter, diluted weighted average common shares and common share equivalents outstanding for the 2017 third quarter do not include the effect of 4.7 million otherwise dilutive securities since the inclusion of such securities is anti-dilutive to per share results. Since the Company reported net income for the other periods presented, the computation of diluted average shares outstanding includes dilutive securities for such periods.
The following table sets forth the computation of basic and diluted earnings (loss) per common share:
 
Three Months Ended

Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Numerator:
 
 
 
 
 
 
 
Net income (loss)
$
(45,217
)
 
$
303,620

 
$
427,917

 
$
728,604

Amounts attributable to noncontrolling interests
11,561

 
(50,748
)
 
(23,279
)
 
(109,879
)
Net income (loss) available to Arch
(33,656
)
 
252,872

 
404,638

 
618,725

Preferred dividends
(12,369
)
 
(5,484
)
 
(34,936
)
 
(16,453
)
Loss on redemption of preferred shares
(6,735
)
 

 
(6,735
)
 

Net income (loss) available to Arch common shareholders
$
(52,760
)
 
$
247,388

 
$
362,967

 
$
602,272

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average common shares outstanding
129,211,251

 
120,938,916

 
124,526,611

 
120,656,420

Series D preferred shares (1)
5,674,200

 

 
9,945,518

 

Weighted average common shares and common share equivalents outstanding — basic
134,885,451

 
120,938,916

 
134,472,129

 
120,656,420

Effect of dilutive common share equivalents:
 
 
 
 
 
 
 
Nonvested restricted shares

 
1,313,025

 
1,459,879

 
1,295,825

Stock options (2)

 
2,679,712

 
3,290,316

 
2,575,929

Weighted average common shares and common share equivalents outstanding — diluted (3)
134,885,451

 
124,931,653

 
139,222,324

 
124,528,174

 
 
 
 
 
 
 
 
Earnings (loss) per common share:
 
 
 
 
 
 
 
Basic
$
(0.39
)
 
$
2.05

 
$
2.70

 
$
4.99

Diluted
$
(0.39
)
 
$
1.98

 
$
2.61

 
$
4.84

(1)
Such shares are convertible non-voting common equivalent preferred shares issued in connection with the UGC acquisition.
(2)
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 the 2017 third quarter and 2016 third quarter, the number of stock options excluded were nil and 334,203, respectively. For the nine months ended September 30, 2017 and 2016, the number of stock options excluded were 838,868 and 842,105, respectively.


 
ACGL 2017 THIRD QUARTER FORM 10-Q
15

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5.    Segment Information

The Company classifies its businesses into three underwriting segments — insurance, reinsurance and mortgage — and two other operating segments — ‘other’ and corporate (non-underwriting). The Company determined its 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 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 chief operating decision makers, the Chairman and Chief Executive Officer, the President and Chief Operating Officer, and the Chief Financial Officer of ACGL. 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 its three underwriting segments based on underwriting income or loss. The Company does not manage its assets by underwriting segment, with the exception of goodwill and intangible assets, and, accordingly, investment income is not allocated to each underwriting segment.
The insurance segment consists of the Company’s insurance underwriting units which offer specialty product lines on a worldwide basis. Product lines include: construction and national accounts; excess and surplus casualty; lenders products; professional lines; programs; property, energy, marine and aviation; travel, accident and health; and other (consisting of alternative markets, excess workers' compensation and surety business).
The reinsurance segment consists of the Company’s reinsurance underwriting units which offer specialty product lines on a worldwide basis. Product lines include: casualty; marine and aviation; other specialty; property catastrophe; property excluding property catastrophe (losses on a single risk, both excess of loss and pro rata); and other (consisting of life reinsurance, casualty clash and other).
The mortgage segment includes the Company’s U.S. and international mortgage insurance and reinsurance operations as well as government sponsored enterprise (“GSE”) credit-risk sharing transactions. Arch Mortgage Insurance Company, United Guaranty Residential Insurance Company and United Guaranty Mortgage Indemnity Company (combined “Arch MI U.S.”) 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 corporate (non-underwriting) segment results include net investment income, other income (loss), corporate expenses, UGC transaction costs and other, interest expense, items related to the Company’s non-cumulative preferred shares, net realized gains or losses, net impairment losses included in earnings, equity in net income or loss of investment funds accounted for using the equity method, net foreign exchange gains or losses and income taxes. Such amounts exclude the results of the ‘other’ segment.
The ‘other’ segment includes the results of Watford Re (see Note 3). Watford Re has its own management and board of directors that is responsible for the overall profitability of the ‘other’ segment. For the ‘other’ segment, performance is measured based on net income or loss.

 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 common shareholders:
 
Three Months Ended
 
September 30, 2017
 
Insurance
 
Reinsurance
 
Mortgage
 
Sub-Total
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
Gross premiums written (1)
$
787,447

 
$
422,083

 
$
347,951

 
$
1,557,179

 
$
166,198

 
$
1,648,246

Premiums ceded
(222,516
)
 
(105,389
)
 
(57,900
)
 
(385,503
)
 
(12,471
)
 
(322,843
)
Net premiums written
564,931

 
316,694

 
290,051

 
1,171,676

 
153,727

 
1,325,403

Change in unearned premiums
(29,766
)
 
6,879

 
(15,533
)
 
(38,420
)
 
(25,097
)
 
(63,517
)
Net premiums earned
535,165

 
323,573

 
274,518

 
1,133,256

 
128,630

 
1,261,886

Other underwriting income (loss)

 
1,728

 
3,599

 
5,327

 
737

 
6,064

Losses and loss adjustment expenses
(568,795
)
 
(318,609
)
 
(35,156
)
 
(922,560
)
 
(123,581
)
 
(1,046,141
)
Acquisition expenses
(82,638
)
 
(57,340
)
 
(21,803
)
 
(161,781
)
 
(32,073
)
 
(193,854
)
Other operating expenses
(90,875
)
 
(36,214
)
 
(34,770
)
 
(161,859
)
 
(8,268
)
 
(170,127
)
Underwriting income (loss)
$
(207,143
)
 
$
(86,862
)
 
$
186,388

 
(107,617
)
 
(34,555
)
 
(142,172
)
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
 
 
 
 
 
94,127

 
22,332

 
116,459

Net realized gains (losses)
 
 
 
 
 
 
64,104

 
2,171

 
66,275

Net impairment losses recognized in earnings
 
 
 
 
 
 
(1,878
)
 

 
(1,878
)
Equity in net income (loss) of investment funds accounted for using the equity method
 
 
 
 
 
 
31,090

 

 
31,090

Other income (loss)
 
 
 
 
 
 
(342
)
 

 
(342
)
Corporate expenses (2)
 
 
 
 
 
 
(14,108
)
 

 
(14,108
)
UGC transaction costs and other (2)
 
 
 
 
 
 
(2,990
)
 

 
(2,990
)
Amortization of intangible assets
 
 
 
 
 
 
(31,824
)
 

 
(31,824
)
Interest expense
 
 
 
 
 
 
(26,264
)
 
(3,246
)
 
(29,510
)
Net foreign exchange gains (losses)
 
 
 
 
 
 
(27,785
)
 
(243
)
 
(28,028
)
Income (loss) before income taxes
 
 
 
 
 
 
(23,487
)
 
(13,541
)
 
(37,028
)
Income tax (expense) benefit
 
 
 
 
 
 
(8,168
)
 
(21
)
 
(8,189
)
Net income (loss)
 
 
 
 
 
 
(31,655
)
 
(13,562
)
 
(45,217
)
Dividends attributable to redeemable noncontrolling interests
 
 
 
 
 
 

 
(4,586
)
 
(4,586
)
Amounts attributable to nonredeemable noncontrolling interests
 
 
 
 
 
 

 
16,147

 
16,147

Net income (loss) available to Arch
 
 
 
 
 
 
(31,655
)
 
(2,001
)
 
(33,656
)
Preferred dividends
 
 
 
 
 
 
(12,369
)
 

 
(12,369
)
Loss on redemption of preferred shares
 
 
 
 
 
 
(6,735
)
 

 
(6,735
)
Net income (loss) available to Arch common shareholders
 
 
 
 
 
 
$
(50,759
)
 
$
(2,001
)
 
$
(52,760
)
 
 
 
 
 
 
 
 
 
 
 
 
Underwriting Ratios
 

 
 

 
 

 
 
 
 

 
 

Loss ratio
106.3
%
 
98.5
%
 
12.8
%
 
81.4
%
 
96.1
%
 
82.9
%
Acquisition expense ratio
15.4
%
 
17.7
%
 
7.9
%
 
14.3
%
 
24.9
%
 
15.4
%
Other operating expense ratio
17.0
%
 
11.2
%
 
12.7
%
 
14.3
%
 
6.4
%
 
13.5
%
Combined ratio
138.7
%
 
127.4
%
 
33.4
%
 
110.0
%
 
127.4
%
 
111.8
%
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill and intangible assets
$
23,445

 
$
417

 
$
652,893

 
$
676,755

 
$
7,650

 
$
684,405

(1)
Certain amounts included in the gross premiums written of each segment are related to intersegment transactions. 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.
(2)
Certain expenses have been excluded from ‘corporate expenses’ and reflected in ‘UGC transaction costs and other.’


 
ACGL 2017 THIRD QUARTER FORM 10-Q
17

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
Three Months Ended
 
September 30, 2016
 
Insurance
 
Reinsurance
 
Mortgage
 
Sub-Total
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
Gross premiums written (1)
$
758,934

 
$
324,361

 
$
131,726

 
$
1,214,765

 
$
163,736

 
$
1,278,765

Premiums ceded
(217,446
)
 
(89,551
)
 
(51,182
)
 
(357,923
)
 
(6,300
)
 
(264,487
)
Net premiums written
541,488

 
234,810

 
80,544

 
856,842

 
157,436

 
1,014,278

Change in unearned premiums
(22,410
)
 
17,117

 
(3,582
)
 
(8,875
)
 
(47,000
)
 
(55,875
)
Net premiums earned
519,078

 
251,927

 
76,962

 
847,967

 
110,436

 
958,403

Other underwriting income (loss)

 
2,216

 
4,740

 
6,956

 
1,024

 
7,980

Losses and loss adjustment expenses
(332,845
)
 
(105,924
)
 
(11,107
)
 
(449,876
)
 
(74,307
)
 
(524,183
)
Acquisition expenses
(77,146
)
 
(50,192
)
 
(5,190
)
 
(132,528
)
 
(28,739
)
 
(161,267
)
Other operating expenses
(86,613
)
 
(35,389
)
 
(24,249
)
 
(146,251
)
 
(7,035
)
 
(153,286
)
Underwriting income (loss)
$
22,474

 
$
62,638

 
$
41,156

 
126,268

 
1,379

 
127,647

 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
 
 
 
 
 
66,282

 
27,336

 
93,618

Net realized gains (losses)
 
 
 
 
 
 
95,946

 
29,159

 
125,105

Net impairment losses recognized in earnings
 
 
 
 
 
 
(3,867
)
 

 
(3,867
)
Equity in net income (loss) of investment funds accounted for using the equity method
 
 
 
 
 
 
16,662

 

 
16,662

Other income (loss)
 
 
 
 
 
 
(400
)
 

 
(400
)
Corporate expenses (2)
 
 
 
 
 
 
(11,343
)
 

 
(11,343
)
UGC transaction costs and other (2)
 
 
 
 
 
 
(7,142
)
 

 
(7,142
)
Amortization of intangible assets
 
 
 
 
 
 
(4,865
)
 

 
(4,865
)
Interest expense
 
 
 
 
 
 
(12,924
)
 
(3,019
)
 
(15,943
)
Net foreign exchange gains (losses)
 
 
 
 
 
 
(4,232
)
 
1,611

 
(2,621
)
Income (loss) before income taxes
 
 
 
 
 
 
260,385

 
56,466

 
316,851

Income tax (expense) benefit
 
 
 
 
 
 
(13,232
)
 
1

 
(13,231
)
Net income (loss)
 
 
 
 
 
 
247,153

 
56,467

 
303,620

Dividends attributable to redeemable noncontrolling interests
 
 
 
 
 
 

 
(4,588
)
 
(4,588
)
Amounts attributable to nonredeemable noncontrolling interests
 
 
 
 
 
 

 
(46,160
)
 
(46,160
)
Net income (loss) available to Arch
 
 
 
 
 
 
247,153

 
5,719

 
252,872

Preferred dividends
 
 
 
 
 
 
(5,484
)
 

 
(5,484
)
Net income (loss) available to Arch common shareholders
 
 
 
 
 
 
$
241,669

 
$
5,719

 
$
247,388

 
 
 
 
 
 
 
 
 
 
 
 
Underwriting Ratios
 

 
 

 
 

 
 
 
 

 
 

Loss ratio
64.1
%
 
42.0
%
 
14.4
%
 
53.1
%
 
67.3
%
 
54.7
%
Acquisition expense ratio
14.9
%
 
19.9
%
 
6.7
%
 
15.6
%
 
26.0
%
 
16.8
%
Other operating expense ratio
16.7
%
 
14.0
%
 
31.5
%
 
17.2
%
 
6.4
%
 
16.0
%
Combined ratio
95.7
%
 
75.9
%
 
52.6
%
 
85.9
%
 
99.7
%
 
87.5
%
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill and intangible assets
$
26,367

 
$
1,228

 
$
55,696

 
$
83,291

 
$
7,650

 
$
90,941


(1)
Certain amounts included in the gross premiums written of each segment are related to intersegment transactions. 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.
(2)
Certain expenses have been excluded from ‘corporate expenses’ and reflected in ‘UGC transaction costs and other.’



 
ACGL 2017 THIRD QUARTER FORM 10-Q
18

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
Nine Months Ended
 
September 30, 2017
 
Insurance
 
Reinsurance
 
Mortgage
 
Sub-Total
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
Gross premiums written (1)
$
2,313,630

 
$
1,351,051

 
$
1,032,800

 
$
4,697,007

 
$
473,131

 
$
4,915,895

Premiums ceded
(704,057
)
 
(386,743
)
 
(194,139
)
 
(1,284,465
)
 
(35,315
)
 
(1,065,537
)
Net premiums written
1,609,573

 
964,308

 
838,661

 
3,412,542

 
437,816

 
3,850,358

Change in unearned premiums
(51,188
)
 
(81,182
)
 
(61,776
)
 
(194,146
)
 
(36,435
)
 
(230,581
)
Net premiums earned
1,558,385

 
883,126

 
776,885

 
3,218,396

 
401,381

 
3,619,777

Other underwriting income (loss)

 
1,143

 
11,999

 
13,142

 
2,377

 
15,519

Losses and loss adjustment expenses
(1,252,375
)
 
(631,669
)
 
(84,915
)
 
(1,968,959
)
 
(319,612
)
 
(2,288,571
)
Acquisition expenses
(236,378
)
 
(154,638
)
 
(76,235
)
 
(467,251
)
 
(99,328
)
 
(566,579
)
Other operating expenses
(271,268
)
 
(110,458
)
 
(108,790
)
 
(490,516
)
 
(24,311
)
 
(514,827
)
Underwriting income (loss)
$
(201,636
)
 
$
(12,496
)
 
$
518,944

 
304,812

 
(39,493
)
 
265,319

 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
 
 
 
 
 
282,459

 
62,998

 
345,457

Net realized gains (losses)
 
 
 
 
 
 
110,662

 
11,501

 
122,163

Net impairment losses recognized in earnings
 
 
 
 
 
 
(5,415
)
 

 
(5,415
)
Equity in net income (loss) of investment funds accounted for using the equity method
 
 
 
 
 
 
111,884

 

 
111,884

Other income (loss)
 
 
 
 
 
 
(3,118
)
 

 
(3,118
)
Corporate expenses (2)
 
 
 
 
 
 
(48,517
)
 

 
(48,517
)
UGC transaction costs and other (2)
 
 
 
 
 
 
(21,249
)
 

 
(21,249
)
Amortization of intangible assets
 
 
 
 
 
 
(93,942
)
 

 
(93,942
)
Interest expense
 
 
 
 
 
 
(77,932
)
 
(9,003
)
 
(86,935
)
Net foreign exchange gains (losses)
 
 
 
 
 
 
(85,451
)
 
(1,524
)
 
(86,975
)
Income (loss) before income taxes
 
 
 
 
 
 
474,193

 
24,479

 
498,672

Income tax (expense) benefit
 
 
 
 
 
 
(70,734
)
 
(21
)
 
(70,755
)
Net income (loss)
 
 
 
 
 
 
403,459

 
24,458

 
427,917

Dividends attributable to redeemable noncontrolling interests
 
 
 
 
 
 

 
(13,756
)
 
(13,756
)
Amounts attributable to nonredeemable noncontrolling interests
 
 
 
 
 
 

 
(9,523
)
 
(9,523
)
Net income (loss) available to Arch
 
 
 
 
 
 
403,459

 
1,179

 
404,638

Preferred dividends
 
 
 
 
 
 
(34,936
)
 

 
(34,936
)
Loss on redemption of preferred shares
 
 
 
 
 
 
(6,735
)
 

 
(6,735
)
Net income (loss) available to Arch common shareholders
 
 
 
 
 
 
$
361,788

 
$
1,179

 
$
362,967

 
 
 
 
 
 
 
 
 
 
 
 
Underwriting Ratios
 
 
 
 
 
 
 
 
 
 
 
Loss ratio
80.4
%
 
71.5
%
 
10.9
%
 
61.2
%
 
79.6
%
 
63.2
%
Acquisition expense ratio
15.2
%
 
17.5
%
 
9.8
%
 
14.5
%
 
24.7
%
 
15.7
%
Other operating expense ratio
17.4
%
 
12.5
%
 
14.0
%
 
15.2
%
 
6.1
%
 
14.2
%
Combined ratio
113.0
%
 
101.5
%
 
34.7
%
 
90.9
%
 
110.4
%
 
93.1
%

(1)
Certain amounts included in the gross premiums written of each segment are related to intersegment transactions. 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.
(2)
Certain expenses have been excluded from ‘corporate expenses’ and reflected in ‘UGC transaction costs and other.’


 
ACGL 2017 THIRD QUARTER FORM 10-Q
19

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
Nine Months Ended
 
September 30, 2016
 
Insurance
 
Reinsurance
 
Mortgage
 
Sub-Total
 
Other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
Gross premiums written (1)
$
2,319,530

 
$
1,217,804

 
$
361,440

 
$
3,898,025

 
$
421,627

 
$
4,046,667

Premiums ceded
(713,110
)
 
(370,068
)
 
(62,918
)
 
(1,145,347
)
 
(15,229
)
 
(887,591
)
Net premiums written
1,606,420

 
847,736

 
298,522

 
2,752,678

 
406,398

 
3,159,076

Change in unearned premiums
(46,603
)
 
(43,345
)
 
(93,283
)
 
(183,231
)
 
(59,878
)
 
(243,109
)
Net premiums earned
1,559,817

 
804,391

 
205,239

 
2,569,447

 
346,520

 
2,915,967

Other underwriting income (loss)

 
22,659

 
12,670

 
35,329

 
2,922

 
38,251

Losses and loss adjustment expenses
(1,011,087
)
 
(363,613
)
 
(20,102
)
 
(1,394,802
)
 
(236,922
)
 
(1,631,724
)
Acquisition expenses
(228,806
)
 
(160,706
)
 
(16,947
)
 
(406,459
)
 
(95,323
)
 
(501,782
)
Other operating expenses
(263,111
)
 
(108,561
)
 
(70,590
)
 
(442,262
)
 
(18,486
)
 
(460,748
)
Underwriting income (loss)
$
56,813

 
$
194,170

 
$
110,270

 
361,253

 
(1,289
)
 
359,964

 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
 
 
 
 
 
 
207,088

 
68,603

 
275,691

Net realized gains (losses)
 
 
 
 
 
 
168,735

 
61,912

 
230,647

Net impairment losses recognized in earnings
 
 
 
 
 
 
(16,849
)
 

 
(16,849
)
Equity in net income (loss) of investment funds accounted for using the equity method
 
 
 
 
 
 
32,054

 

 
32,054

Other income (loss)
 
 
 
 
 
 
(432
)
 

 
(432
)
Corporate expenses (2)
 
 
 
 
 
 
(37,926
)
 

 
(37,926
)
UGC transaction costs and other (2)
 
 
 
 
 
 
(7,142
)
 

 
(7,142
)
Amortization of intangible assets
 
 
 
 
 
 
(14,493
)
 

 
(14,493
)
Interest expense
 
 
 
 
 
 
(37,983
)
 
(9,730
)
 
(47,713
)
Net foreign exchange gains (losses)
 
 
 
 
 
 
(3,812
)
 
2,287

 
(1,525
)
Income (loss) before income taxes
 
 
 
 
 
 
650,493

 
121,783

 
772,276

Income tax (expense) benefit
 
 
 
 
 
 
(43,673
)
 
1

 
(43,672
)
Net income (loss)
 
 
 
 
 
 
606,820

 
121,784

 
728,604

Dividends attributable to redeemable noncontrolling interests
 
 
 
 
 
 

 
(13,761
)
 
(13,761
)
Amounts attributable to nonredeemable noncontrolling interests
 
 
 
 
 
 

 
(96,118
)
 
(96,118
)
Net income (loss) available to Arch
 
 
 
 
 
 
606,820

 
11,905

 
618,725

Preferred dividends
 
 
 
 
 
 
(16,453
)
 

 
(16,453
)
Net income (loss) available to Arch common shareholders
 
 
 
 
 
 
$
590,367

 
$
11,905

 
$
602,272

 
 
 
 
 
 
 
 
 
 
 
 
Underwriting Ratios
 
 
 
 
 
 
 
 
 
 
 
Loss ratio
64.8
%
 
45.2
%
 
9.8
%
 
54.3
%
 
68.4
%
 
56.0
%
Acquisition expense ratio
14.7
%
 
20.0
%
 
8.3
%
 
15.8
%
 
27.5
%
 
17.2
%
Other operating expense ratio
16.9
%
 
13.5
%
 
34.4
%
 
17.2
%
 
5.3
%
 
15.8
%
Combined ratio
96.4
%
 
78.7
%
 
52.5
%
 
87.3
%
 
101.2
%
 
89.0
%

(1)
Certain amounts included in the gross premiums written of each segment are related to intersegment transactions. 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.
(2)
Certain expenses have been excluded from ‘corporate expenses’ and reflected in ‘UGC transaction costs and other.’


 
ACGL 2017 THIRD QUARTER FORM 10-Q
20

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6.    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:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Reserve for losses and loss adjustment expenses at beginning of period
$
10,520,511

 
$
9,471,647

 
$
10,200,960

 
$
9,125,250

Unpaid losses and loss adjustment expenses recoverable and deferred charges
2,116,210

 
2,003,768

 
2,083,575

 
1,828,837

Net reserve for losses and loss adjustment expenses at beginning of period
8,404,301

 
7,467,879

 
8,117,385

 
7,296,413

 
 
 
 
 
 
 
 
Net incurred losses and loss adjustment expenses relating to losses occurring in:
 
 
 
 
 
 
 
Current year
1,092,175

 
598,940

 
2,487,212

 
1,848,299

Prior years
(45,232
)
 
(74,757
)
 
(197,839
)
 
(216,575
)
Discount and accretion on retroactive reinsurance
(802
)
 

 
(802
)
 

Total net incurred losses and loss adjustment expenses
1,046,141

 
524,183

 
2,288,571

 
1,631,724

 
 
 
 
 
 
 
 
Net foreign exchange losses (gains)
61,919

 
1,463

 
168,493

 
(13,270
)
 
 
 
 
 
 
 
 
Net paid losses and loss adjustment expenses relating to losses occurring in:
 
 
 
 
 
 
 
Current year
(167,450
)
 
(128,432
)
 
(282,952
)
 
(285,468
)
Prior years
(457,183
)
 
(304,673
)
 
(1,403,769
)
 
(1,068,979
)
Total net paid losses and loss adjustment expenses
(624,633
)
 
(433,105
)
 
(1,686,721
)
 
(1,354,447
)
 
 
 
 
 
 
 
 
Net reserve for losses and loss adjustment expenses at end of period
8,887,728

 
7,560,420

 
8,887,728

 
7,560,420

Unpaid losses and loss adjustment expenses recoverable and deferred charges
2,463,539

 
2,049,769

 
2,463,539

 
2,049,769

Reserve for losses and loss adjustment expenses at end of period
$
11,351,267

 
$
9,610,189

 
$
11,351,267

 
$
9,610,189


2017 Third Quarter Catastrophe Losses

The Company’s 2017 third quarter results reflect estimated net losses from current accident year catastrophic events of $347.8 million, net of reinsurance and reinstatement premiums, which consisted of $133.4 million from the reinsurance segment and $214.5 million from the insurance segment. Such amounts were primarily related to Hurricanes Harvey, Irma and Maria, along with the Mexican earthquakes and other more minor global events. In addition, estimated net losses from current accident year catastrophic events for the 2017 third quarter in the ‘other’ segment were $19.8 million.
Development on Prior Year Loss Reserves

2017 Third Quarter

During the 2017 third quarter, the Company recorded net favorable development on prior year loss reserves of $45.2 million, which consisted of $36.5 million from the reinsurance segment, $3.0 million from the insurance segment, $21.5 million from the mortgage segment and adverse development of $15.8 million from the ‘other’ segment.
The reinsurance segment’s net favorable development of $36.5 million, or 11.3 points, for the 2017 third quarter consisted of $16.9 million from short-tailed lines and $19.6 million from long-tailed and medium-tailed lines. Favorable development in
 
short-tailed lines included $11.8 million from property catastrophe and property other than property catastrophe reserves, across most underwriting years (i.e., all premiums and losses attributable to contracts having an inception or renewal date within the given twelve-month period), reflecting lower levels of reported and paid claims activity than previously anticipated which led to decreases in certain loss ratio selections during the period. Favorable development in long-tailed and medium-tailed lines reflected reductions in casualty reserves of $13.4 million based on varying levels of reported and paid claims activity, primarily from the 2002 to 2009 underwriting years, and favorable development in marine reserves of $4.3 million across most underwriting years.
The insurance segment’s net favorable development of $3.0 million, or 0.6 points, for the 2017 third quarter consisted of $1.8 million of net favorable development in short-tailed lines and $1.2 million of net favorable development in long-tailed and medium-tailed lines. Net favorable development in short-tailed lines primarily resulted from property (including special risk other than marine) reserves from the 2011 to 2016 accident years (i.e., the year in which a loss occurred). Net favorable development in medium-tailed lines reflected $11.9 million from professional liability reserves across most accident years and in surety reserves with $4.2 million of favorable development. Such amounts were partially offset by $12.9 million of adverse development on a small number of programs in the 2014 to 2016 accident years.

 
ACGL 2017 THIRD QUARTER FORM 10-Q
21

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The mortgage segment’s net favorable development was $21.5 million, or 7.8 points, for the 2017 third quarter. The 2017 third quarter development was primarily driven by continued lower than expected claim emergence across most origination years and also reflected $6.1 million related to second lien and other portfolios, primarily due to subrogation recoveries.
2016 Third Quarter
During the 2016 third quarter, the Company recorded net favorable development on prior year loss reserves of $74.8 million, which consisted of $59.5 million from the reinsurance segment, $13.7 million from the insurance segment, $2.5 million from the mortgage segment and adverse development of $0.9 million from the ‘other’ segment.
The reinsurance segment’s net favorable development of $59.5 million, or 23.6 points, for the 2016 third quarter consisted of $27.7 million from short-tailed lines and $31.8 million from long-tailed and medium-tailed lines. Favorable development in short-tailed lines included $23.2 million from property catastrophe and property other than property catastrophe reserves, across most underwriting years, reflecting lower levels of reported and paid claims activity than previously anticipated which led to decreases in certain loss ratio selections during the period. Favorable development in long-tailed lines reflected reductions in casualty reserves of $29.3 million based on varying levels of reported and paid claims activity, primarily from the 2002 to 2010 underwriting years and 2012 to 2013 underwriting years.
The insurance segment’s net favorable development of $13.7 million, or 2.6 points, for the 2016 third quarter consisted of $18.2 million of net favorable development in long-tailed lines, partially offset by $2.4 million of net adverse development in short-tailed lines and $2.0 million of net adverse development in medium-tailed lines. Net favorable development in long-tailed lines reflected net reductions in executive assurance reserves from the 2008 to 2015 accident years, and net reductions in casualty reserves from the 2007 and 2008 accident years. Net adverse development in short-tailed lines primarily resulted from property (including special risk other than marine) reserves from the 2015 accident year, primarily due to a small number of attritional losses. Net adverse development in medium-tailed lines primarily resulted from an increase in programs of $6.2 million stemming in part from terminated programs, partially offset by favorable development of $4.2 million in other medium-tailed lines, primarily in professional liability and surety.
The mortgage segment’s net favorable development was $2.5 million, or 3.2 points, for the 2016 third quarter. The 2016 third quarter development was primarily driven by lower than expected claim rates across most origination years.
 
Nine Months Ended September 30, 2017
During the nine months ended September 30, 2017, the Company recorded net favorable development on prior year loss reserves of $197.8 million, which consisted of $133.3 million from the reinsurance segment, $7.2 million from the insurance segment, $74.9 million from the mortgage segment and adverse development of $17.5 million from the ‘other’ segment.
The reinsurance segment’s net favorable development of $133.3 million, or 15.1 points, for the 2017 period consisted of $85.8 million from short-tailed lines and $47.5 million from long-tailed and medium-tailed lines. Favorable development in short-tailed lines included $62.7 million from property catastrophe and property other than property catastrophe reserves, across most underwriting years, reflecting lower levels of reported and paid claims activity than previously anticipated which led to decreases in certain loss ratio selections during the period. Favorable development in long-tailed and medium-tailed lines reflected reductions in casualty reserves of $28.0 million based on varying levels of reported and paid claims activity, primarily from the 2002 to 2013 underwriting years, and favorable development in marine reserves of $16.6 million across most underwriting years.
The insurance segment’s net favorable development of $7.2 million, or 0.5 points, for the 2017 period consisted of $9.0 million of net favorable development in short-tailed lines and $7.4 million of net favorable development in long-tailed lines, partially offset by $9.2 million of net adverse development in medium-tailed lines. Net favorable development in short-tailed lines primarily resulted from property (including special risk other than marine) reserves from the 2011 to 2016 accident years. Net favorable development in long-tailed lines reflected net reductions in executive assurance reserves from the 2008 to 2014 accident years and reductions in healthcare reserves across various accident years, partially offset by $17.2 million of adverse development on construction reserves across various accident years. Net adverse development in medium-tailed lines primarily resulted from an increase in programs of $39.3 million stemming in part from development on a small number of programs in the 2013 to 2015 accident years, partially offset by net favorable development of $30.1 million in other medium-tailed lines, primarily in professional liability and surety.
The mortgage segment’s net favorable development was $74.9 million, or 9.6 points, for the 2017 period. The development was primarily driven by continued lower than expected claim emergence across most origination years and also reflected $19.2 million related to second lien and other portfolios, primarily due to subrogation recoveries.

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Nine Months Ended September 30, 2016
During the nine months ended September 30, 2016, the Company recorded net favorable development on prior year loss reserves of $216.6 million, which consisted of $176.7 million from the reinsurance segment, $24.8 million from the insurance segment, $16.3 million from the mortgage segment and adverse development of $1.2 million from the ‘other’ segment.
The reinsurance segment’s net favorable development of $176.7 million, or 22.0 points, for the 2016 period consisted of $113.1 million from short-tailed lines and $63.6 million from long-tailed and medium-tailed lines. Favorable development in short-tailed lines included $92.6 million from property catastrophe and property other than property catastrophe reserves, across most underwriting years. The net reduction of loss estimates for the reinsurance segment’s short-tailed lines primarily resulted from varying levels of reported and paid claims activity than previously anticipated which led to decreases in certain loss ratio selections during the period. Favorable development in long-tailed lines reflected reductions in casualty reserves of $66.4 million based on varying levels of reported and paid claims activity, primarily from the 2002 to 2013 underwriting years. Such amounts were partially offset by net adverse development on marine reserves, primarily from the 2002 and 2015 underwriting years, partially offset by favorable development from most other underwriting years.
The insurance segment’s net favorable development of $24.8 million, or 1.6 points, for the 2016 period consisted of $36.2 million of net favorable development in long-tailed lines and $7.7 million of net favorable development in short-tailed lines, partially offset by $19.1 million of net adverse development in medium-tailed lines. Net favorable development in long-tailed lines reflected net reductions in executive assurance reserves from the 2008 to 2009 accident years and 2011 to 2013 accident years, and net reductions in casualty reserves across most accident years, partially offset by a large energy casualty claim from the 2015 accident year. Net favorable development in short-tailed lines primarily resulted from reductions in property (including special risk other than marine) reserves from the 2009 to 2014 accident years, primarily due to varying levels of reported claims activity. Net adverse development in medium-tailed lines primarily resulted from an increase in programs of $28.6 million stemming in part from terminated programs, partially offset by favorable development of $9.5 million in other medium-tailed lines, primarily in professional liability and surety.
The mortgage segment’s net favorable development was $16.3 million, or 7.9 points, for the 2016 period. The development was primarily driven by lower than expected claim rates across most origination years.

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7.    Investment Information


At September 30, 2017, total investable assets of $22.00 billion included $19.70 billion managed by the Company and $2.30 billion attributable to Watford Re.
Available For Sale Investments
The following table summarizes the fair value and cost or amortized cost of the Company’s investments classified as available for sale:
 
Estimated
Fair
Value
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Cost or
Amortized
Cost
 
OTTI
Unrealized
Losses (2)
September 30, 2017
 
 
 
 
 
 
 
 
 
Fixed maturities (1):
 
 
 
 
 
 
 
 
 
Corporate bonds
$
4,275,437

 
$
49,576

 
$
(22,303
)
 
$
4,248,164

 
$
(73
)
Mortgage backed securities
323,900

 
5,078

 
(2,540
)
 
321,362

 
(2,146
)
Municipal bonds
2,353,234

 
31,202

 
(7,614
)
 
2,329,646

 

Commercial mortgage backed securities
584,730

 
3,114

 
(4,377
)
 
585,993

 

U.S. government and government agencies
3,761,612

 
3,303

 
(20,246
)
 
3,778,555

 

Non-U.S. government securities
1,473,819

 
49,570

 
(21,647
)
 
1,445,896

 

Asset backed securities
1,544,919

 
9,053

 
(4,748
)
 
1,540,614

 
(22
)
Total
14,317,651

 
150,896

 
(83,475
)
 
14,250,230

 
(2,241
)
Equity securities
480,607

 
84,755

 
(7,873
)
 
403,725

 

Other investments
260,339

 
54,512

 
(1
)
 
205,828

 

Short-term investments
1,646,036

 
667

 
(504
)
 
1,645,873

 

Total
$
16,704,633

 
$
290,830

 
$
(91,853
)
 
$
16,505,656

 
$
(2,241
)
 
 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
 
Fixed maturities (1):
 
 
 
 
 
 
 
 
 
Corporate bonds
$
4,392,373

 
$
27,606

 
$
(46,905
)
 
$
4,411,672

 
$
(2,285
)
Mortgage backed securities
490,093

 
4,794

 
(8,357
)
 
493,656

 
(3,323
)
Municipal bonds
3,713,434

 
8,554

 
(29,154
)
 
3,734,034

 
(201
)
Commercial mortgage backed securities
536,051

 
2,876

 
(6,508
)
 
539,683

 

U.S. government and government agencies
2,804,540

 
9,319

 
(24,437
)
 
2,819,658

 

Non-U.S. government securities
1,096,440

 
19,036

 
(56,872
)
 
1,134,276

 

Asset backed securities
1,123,987

 
6,897

 
(6,526
)
 
1,123,616

 
(22
)
Total
14,156,918

 
79,082

 
(178,759
)
 
14,256,595

 
(5,831
)
Equity securities
532,680

 
62,627

 
(17,517
)
 
487,570

 

Other investments
167,970

 
21,358

 
(2,465
)
 
149,077

 

Short-term investments
612,005

 
272

 
(145
)
 
611,878

 

Total
$
15,469,573

 
$
163,339

 
$
(198,886
)
 
$
15,505,120

 
$
(5,831
)
(1)
In securities lending transactions, the Company receives collateral in excess of the fair value of the securities pledged. For purposes of this table, the Company has excluded the collateral received under securities lending, at fair value and included the securities pledged under securities lending, at fair value. See “—Securities Lending Agreements.”
(2)
Represents the total other-than-temporary impairments (“OTTI”) recognized in accumulated other comprehensive income (“AOCI”). It does not include the change in fair value subsequent to the impairment measurement date. At September 30, 2017, the net unrealized gain related to securities for which a non-credit OTTI was recognized in AOCI was $0.9 million, compared to a net unrealized gain of $2.8 million at December 31, 2016.


 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities (1):
 
 
 
 
 
 
 
 
 
 
 
Corporate bonds
$
1,173,096

 
$
(18,315
)
 
$
191,382

 
$
(3,988
)
 
$
1,364,478

 
$
(22,303
)
Mortgage backed securities
146,352

 
(2,477
)
 
1,511

 
(63
)
 
147,863

 
(2,540
)
Municipal bonds
745,410

 
(5,958
)
 
110,752

 
(1,656
)
 
856,162

 
(7,614
)
Commercial mortgage backed securities
282,901

 
(3,579
)
 
17,570

 
(798
)
 
300,471

 
(4,377
)
U.S. government and government agencies
3,083,239

 
(19,736
)
 
25,894

 
(510
)
 
3,109,133

 
(20,246
)
Non-U.S. government securities
1,149,528

 
(20,741
)
 
37,655

 
(906
)
 
1,187,183

 
(21,647
)
Asset backed securities
587,561

 
(4,404
)
 
22,051

 
(344
)
 
609,612

 
(4,748
)
Total
7,168,087

 
(75,210
)
 
406,815

 
(8,265
)
 
7,574,902

 
(83,475
)
Equity securities
170,937

 
(7,873
)
 

 

 
170,937

 
(7,873
)
Other investments
725

 
(1
)
 

 

 
725

 
(1
)
Short-term investments
110,444

 
(504
)
 

 

 
110,444

 
(504
)
Total
$
7,450,193

 
$
(83,588
)
 
$
406,815

 
$
(8,265
)
 
$
7,857,008

 
$
(91,853
)
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities (1):
 
 
 
 
 
 
 
 
 
 
 
Corporate bonds
$
1,700,813

 
$
(43,011
)
 
$
46,902

 
$
(3,894
)
 
$
1,747,715

 
$
(46,905
)
Mortgage backed securities
402,699

 
(8,134
)
 
6,105

 
(223
)
 
408,804

 
(8,357
)
Municipal bonds
1,513,308

 
(28,504
)
 
29,636

 
(650
)
 
1,542,944

 
(29,154
)
Commercial mortgage backed securities
231,374

 
(6,331
)
 
5,635

 
(177
)
 
237,009

 
(6,508
)
U.S. government and government agencies
1,888,018

 
(24,437
)
 

 

 
1,888,018

 
(24,437
)
Non-U.S. government securities
807,598

 
(56,872
)
 

 

 
807,598

 
(56,872
)
Asset backed securities
627,557

 
(5,465
)
 
65,723

 
(1,061
)
 
693,280

 
(6,526
)
Total
7,171,367

 
(172,754
)
 
154,001

 
(6,005
)
 
7,325,368

 
(178,759
)
Equity securities
269,381

 
(17,517
)
 

 

 
269,381

 
(17,517
)
Other investments
39,299

 
(2,465
)
 

 

 
39,299

 
(2,465
)
Short-term investments
29,146

 
(145
)
 

 

 
29,146

 
(145
)
Total
$
7,509,193

 
$
(192,881
)
 
$
154,001

 
$
(6,005
)
 
$
7,663,194

 
$
(198,886
)
(1)
In securities lending transactions, the Company receives collateral in excess of the fair value of the securities pledged. For purposes of this table, the Company has excluded the collateral received under securities lending, at fair value and included the securities pledged under securities lending, at fair value. See “—Securities Lending Agreements.”

At September 30, 2017, on a lot level basis, approximately 2,870 security lots out of a total of approximately 7,410 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 $1.6 million. At December 31, 2016, on a lot level basis, approximately 3,540 security lots out of a total of approximately 7,240 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 $4.6 million.

 
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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.
 
 
September 30, 2017
 
December 31, 2016
Maturity
 
Estimated
Fair
Value
 
Amortized
Cost
 
Estimated
Fair
Value
 
Amortized
Cost
Due in one year or less
 
$
537,043

 
$
534,513

 
$
560,830

 
$
557,675

Due after one year through five years
 
7,547,002

 
7,508,674

 
6,158,148

 
6,211,099

Due after five years through 10 years
 
3,495,424

 
3,480,251

 
4,676,847

 
4,710,017

Due after 10 years
 
284,633

 
278,823

 
610,962

 
620,849

 
 
11,864,102

 
11,802,261

 
12,006,787

 
12,099,640

Mortgage backed securities
 
323,900

 
321,362

 
490,093

 
493,656

Commercial mortgage backed securities
 
584,730

 
585,993

 
536,051

 
539,683

Asset backed securities
 
1,544,919

 
1,540,614

 
1,123,987

 
1,123,616

Total (1)
 
$
14,317,651

 
$
14,250,230

 
$
14,156,918

 
$
14,256,595

(1)
In securities lending transactions, the Company receives collateral in excess of the fair value of the securities pledged. For purposes of this table, the Company has excluded the collateral received under securities lending, at fair value and included the securities pledged under securities lending, at fair value. See “—Securities Lending Agreements.”
 
Securities Lending Agreements
The Company enters into securities lending agreements with financial institutions to enhance investment income whereby it loans certain of its securities to third parties, primarily major brokerage firms, for short periods of time through a lending agent. The Company maintains legal control over the securities it lends, retains the earnings and cash flows associated with the loaned securities and receives a fee from the borrower for the temporary use of the securities. An indemnification agreement with the lending agent protects the Company in the event a borrower becomes insolvent or fails to return any of the securities on loan from the Company.
The Company receives collateral in the form of cash or securities. At September 30, 2017, the fair value of the cash collateral received on securities lending was $63.8 million and the fair value of security collateral received was $479.5 million. At December 31, 2016, the fair value of the cash collateral received on securities lending was $212.5 million, and the fair value of security collateral received was $550.1 million. Cash collateral is reinvested in short-term investments.
The Company’s securities lending transactions were accounted for as secured borrowings with significant investment categories as follows:
 
 
Remaining Contractual Maturity of the Agreements
 
 
Overnight and Continuous
 
Less than 30 Days
 
30-90 Days
 
90 Days or More
 
Total
September 30, 2017
 
 
 
 
 
 
 
 
 
 
U.S. government and government agencies
 
$
424,838

 
$
8,186

 
$
74,930

 
$

 
$
507,954

Corporate bonds
 
31,305

 

 

 

 
31,305

Equity securities
 
3,984

 

 

 

 
3,984

Total
 
$
460,127

 
$
8,186

 
$
74,930

 
$

 
$
543,243

Gross amount of recognized liabilities for securities lending in offsetting disclosure in Note 9
 
$

Amounts related to securities lending not included in offsetting disclosure in Note 9
 
$
543,243

 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
 
 
U.S. government and government agencies
 
$
556,015

 
$
31,244

 
$
126,093

 
$
5,140

 
$
718,492

Corporate bonds
 
29,078

 

 

 

 
29,078

Equity securities
 
14,984

 

 

 

 
14,984

Total
 
$
600,077

 
$
31,244

 
$
126,093

 
$
5,140

 
$
762,554

Gross amount of recognized liabilities for securities lending in offsetting disclosure in Note 9
 
$

Amounts related to securities lending not included in offsetting disclosure in Note 9
 
$
762,554


 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Other Investments
The following table summarizes the Company’s other investments, including available for sale and fair value option components:
 
September 30,
2017
 
December 31,
2016
Available for sale:
 
 
 
Asian and emerging markets
$
123,225

 
$
84,778

Investment grade fixed income
53,325

 
33,923

Credit related funds
20,752

 
7,469

Other
63,037

 
41,800

Total available for sale
260,339

 
167,970

Fair value option:
 
 
 
Term loan investments (par value: $1,378,797 and $1,208,537)
1,387,663

 
1,190,799

Mezzanine debt funds
172,000

 
127,943

Credit related funds
194,200

 
218,298

Investment grade fixed income
95,151

 
75,468

Asian and emerging markets
300,552

 
178,568

Other (1)
147,639

 
129,717

Total fair value option
2,297,205

 
1,920,793

Total
$
2,557,544

 
$
2,088,763

(1)
Includes fund investments with strategies in mortgage servicing rights, transportation, infrastructure and other.

Certain of the Company’s other investments 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.
 
Fair Value Option 
The following table summarizes the Company’s assets and liabilities which are accounted for using the fair value option:
 
September 30,
2017
 
December 31,
2016
Fixed maturities
$
1,508,204

 
$
1,099,116

Other investments
2,297,205

 
1,920,793

Short-term investments
349,540

 
373,669

Equity securities
94,685

 
27,642

Investments accounted for using the fair value option
$
4,249,634

 
$
3,421,220

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 has determined that it is not required to consolidate these investments because it is not the primary beneficiary of 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 line item:
 
September 30,
2017
 
December 31,
2016
Investments accounted for using the equity method (1)
$
962,574

 
$
800,970

Investments accounted for using the fair value option (2)
109,157

 
90,804

Total
$
1,071,731

 
$
891,774

(1)
Aggregate unfunded commitments were $850.4 million at September 30, 2017, compared to $776.6 million at December 31, 2016.
(2)
Aggregate unfunded commitments were $162.3 million at September 30, 2017, compared to $16.7 million at December 31, 2016.

 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Net Investment Income
The components of net investment income were derived from the following sources:
 
September 30,
 
2017
 
2016
Three Months Ended
 
 
 
Fixed maturities
$
96,144

 
$
71,366

Equity securities
2,887

 
3,311

Short-term investments
2,957

 
1,703

Other (1)
37,957

 
37,466

Gross investment income
139,945

 
113,846

Investment expenses
(23,486
)
 
(20,228
)
Net investment income
$
116,459

 
$
93,618

 
 
 
 
Nine Months Ended
 
 
 
Fixed maturities
$
284,807

 
$
223,033

Equity securities
9,184

 
10,409

Short-term investments
6,732

 
3,015

Other (1)
111,613

 
98,089

Gross investment income
412,336

 
334,546

Investment expenses
(66,879
)
 
(58,855
)
Net investment income
$
345,457

 
$
275,691

(1)
Includes income distributions from investment funds, term loan investments and other items.
 
Net Realized Gains (Losses)
Net realized gains (losses) were as follows, excluding other than-temporary impairment provision.
 
September 30,
 
2017
 
2016
Three Months Ended
 
 
 
Available for sale securities:
 

 
 

Gross gains on investment sales
$
66,565

 
$
84,451

Gross losses on investment sales
(39,015
)
 
(22,985
)
Change in fair value of assets and liabilities accounted for using the fair value option:
 
 
 
Fixed maturities
4,035

 
43,935

Other investments
24,264

 
46,428

Equity securities
10,230

 
(52
)
Short-term investments
(3,320
)
 
1,150

Derivative instruments (1)
4,298

 
(16,964
)
Other (2)
(782
)
 
(10,858
)
Net realized gains (losses)
$
66,275

 
$
125,105

 
 
 
 
Nine Months Ended
 
 
 
Available for sale securities:
 
 
 
Gross gains on investment sales
$
212,470

 
$
266,965

Gross losses on investment sales
(152,996
)
 
(129,409
)
Change in fair value of assets and liabilities accounted for using the fair value option:
 
 
 
Fixed maturities
34,232

 
62,234

Other investments
42,149

 
38,016

Equity securities
16,604

 
385

Short-term investments
12

 
107

Derivative instruments (1)
(9,653
)
 
24,102

Other (2)
(20,655
)
 
(31,753
)
Net realized gains (losses)
$
122,163

 
$
230,647

(1)
See Note 9 for information on the Company’s derivative instruments.
(2)
Includes the re-measurement of contingent consideration liability amounts.

Equity in Net Income (Loss) of Investment Funds Accounted for Using the Equity Method
The Company recorded $31.1 million of equity in net income related to investment funds accounted for using the equity method in the 2017 third quarter, compared to $16.7 million for the 2016 third quarter, and $111.9 million for the nine months ended September 30, 2017, compared to $32.1 million for the 2016 period. 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). Such investments are generally recorded on a one to three month lag based on the availability of reports from the investment funds.

 
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Other-Than-Temporary Impairments
The Company performs quarterly reviews of its available for sale investments in order to determine whether declines in fair value below the amortized cost basis were considered other-than-temporary in accordance with applicable guidance.
The following table details the net impairment losses recognized in earnings by asset class:
 
September 30,
 
2017
 
2016
Three Months Ended
 
 
 
Fixed maturities:
 

 
 

Mortgage backed securities
$
(50
)
 
$
(233
)
Corporate bonds
(82
)
 

Non-U.S. government securities
(178
)
 
(545
)
U.S. government and government agencies
(426
)
 

Municipal bonds
(202
)
 

Total
(938
)
 
(778
)
Equity securities
(940
)
 
(557
)
Other investments

 
(2,532
)
Net impairment losses recognized in earnings
$
(1,878
)
 
$
(3,867
)
 
 
 
 
Nine Months Ended
 
 
 
Fixed maturities:
 
 
 
Mortgage backed securities
$
(1,461
)
 
$
(788
)
Corporate bonds
(1,484
)
 
(5,655
)
Non-U.S. government securities
(376
)
 
(777
)
Asset backed securities

 
(2,506
)
U.S. government and government agencies
(426
)
 

Municipal bonds
(375
)
 

Total
(4,122
)
 
(9,726
)
Equity securities
(1,126
)
 
(3,594
)
Other investments
(167
)
 
(3,529
)
Net impairment losses recognized in earnings
$
(5,415
)
 
$
(16,849
)
 
Net impairment losses recognized in earnings in the 2017 third quarter were primarily related to equities and on fixed maturities with foreign currency fluctuations. For the nine months ended September 30, 2017, net impairment losses recognized in earnings reflected the Company’s decision to liquidate a portfolio of mortgage backed securities in April 2017. The Company recorded impairment losses on securities in such portfolio that were in an unrealized loss position at March 31, 2017.
The Company believes that the $2.2 million of OTTI included in accumulated other comprehensive income at September 30, 2017 on the securities which were considered by the Company to be impaired was due to market and sector-related factors (i.e., not credit losses). At September 30, 2017, the Company did not intend to sell these securities, or any other securities which were in an unrealized loss position, and determined that it is more likely than not that the Company will not be required to sell such securities before recovery of their cost basis.
 
The following table provides a roll forward of the amount related to credit losses recognized in earnings for which a portion of an OTTI was recognized in accumulated other comprehensive income:
 
September 30,
 
2017
 
2016
Three Months Ended
 
 
 
Balance at start of period
$
4,437

 
$
14,847

Credit loss impairments recognized on securities not previously impaired

 
38

Credit loss impairments recognized on securities previously impaired
15

 
60

Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security

 

Reductions for securities sold during the period
(689
)
 
(1,166
)
Balance at end of period
$
3,763

 
$
13,779

 
 
 
 
Nine Months Ended
 
 
 
Balance at start of year
$
13,138

 
$
26,875

Credit loss impairments recognized on securities not previously impaired
31

 
1,388

Credit loss impairments recognized on securities previously impaired
210

 
582

Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security

 

Reductions for securities sold during the period
(9,616
)
 
(15,066
)
Balance at end of period
$
3,763

 
$
13,779

Restricted Assets
The Company is required to maintain assets on deposit, which primarily consist of fixed maturities, with various regulatory authorities to support its insurance and reinsurance operations. The Company’s 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. See Note 10 for further details. The following table details the value of the Company’s restricted assets:
 
September 30,
2017
 
December 31,
2016
Assets used for collateral or guarantees:
 

 
 

Affiliated transactions
$
4,264,131

 
$
3,871,971

Third party agreements
1,689,104

 
1,513,079

Deposits with U.S. regulatory authorities
618,136

 
472,890

Deposits with non-U.S. regulatory authorities
56,753

 
44,399

Total restricted assets
$
6,628,124

 
$
5,902,339


 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8.    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 average number of 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. The Company did not adjust any of the prices obtained from the independent pricing sources at September 30, 2017.
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 $21.14 billion of financial assets and liabilities measured at fair value at September 30, 2017, approximately $242.9 million, or 1.2%, were priced using non-binding broker-dealer quotes. Of the $19.10 billion of financial assets and liabilities measured at fair value at December 31, 2016, approximately $234.0 million, or 1.2%, 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.

 
ACGL 2017 THIRD QUARTER FORM 10-Q
30

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following describes the significant inputs generally used to determine the fair value of the Company’s fixed maturity securities by asset class:
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 a low level of transparency on the inputs used in the pricing process.
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. 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.
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. The pricing services also review prepayment speeds and other indicators, when applicable. 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. 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.
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. The pricing services also review prepayment speeds and other indicators, when applicable. 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.
During the 2017 third quarter, the Company transferred $17.6 million of fixed maturities from Level 2 to Level 3 based on a review of the pricing of such securities, as described above.
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.

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Other investments
The Company determined that exchange-traded investments in mutual funds 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. The fair values for certain of the Company’s other investments are determined using net asset values as advised by external fund managers. The net asset value is based on the fund manager’s valuation of the underlying holdings in accordance with the fund’s governing documents. 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. A small number of securities are included in Level 3 due to the lack of an available independent price source for such securities. During the 2017 third quarter, the Company transferred $4.8 million of other investments from Level 2 to Level 3 based on a review of the pricing of such securities, as described above.
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 other short-term investments are generally determined using the spread above the risk-free yield curve and are classified within Level 2.
Contingent consideration liabilities
Contingent consideration liabilities (included in ‘other liabilities’ in the consolidated balance sheets) include amounts related to the acquisition of CMG Mortgage Insurance Company and its affiliated mortgage insurance companies and other acquisitions. Such amounts 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 future payments using an income approach based on modeled inputs which include a weighted average cost of capital. The Company determined that contingent consideration liabilities would be included within Level 3.

 
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents the Company’s financial assets and liabilities measured at fair value by level at September 30, 2017:
 
 
 
Estimated Fair Value Measurements 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 (1):
 

 
 

 
 

 
 

Available for sale securities:
 

 
 

 
 

 
 

Fixed maturities:
 

 
 

 
 

 
 

Corporate bonds
$
4,275,437

 
$

 
$
4,263,446

 
$
11,991

Mortgage backed securities
323,900

 

 
323,496

 
404

Municipal bonds
2,353,234

 

 
2,353,234

 

Commercial mortgage backed securities
584,730

 

 
584,185

 
545

U.S. government and government agencies
3,761,612

 
3,687,126

 
74,486

 

Non-U.S. government securities
1,473,819

 

 
1,473,819

 

Asset backed securities
1,544,919

 

 
1,539,919

 
5,000

Total
14,317,651

 
3,687,126

 
10,612,585

 
17,940

 
 
 
 
 
 
 
 
Equity securities
480,607

 
473,908

 
6,699

 

 
 
 
 
 
 
 
 
Short-term investments
1,646,036

 
1,600,885

 
45,151

 

 
 
 
 
 
 
 
 
Other investments
84,671

 
83,254

 
1,417

 

Other investments measured at net asset value (2)
175,668

 
 
 
 
 
 
Total other investments
260,339

 
83,254

 
1,417

 

 
 
 
 
 
 
 
 
Derivative instruments (4)
33,141

 

 
33,141

 

 
 
 
 
 
 
 
 
Fair value option:
 
 
 
 
 
 
 
Corporate bonds
823,181

 

 
811,710

 
11,471

Non-U.S. government bonds
97,614

 

 
97,614

 

Mortgage backed securities
21,218

 

 
21,218

 

Municipal bonds
2,740

 

 
2,740

 

Commercial mortgage backed securities
12,539

 

 
12,539

 

Asset backed securities
63,437

 

 
63,437

 

U.S. government and government agencies
487,475

 
487,475

 

 

Short-term investments
349,540

 
343,620

 
5,920

 

Equity securities
94,685

 
59,332

 
35,353

 

Other investments
1,298,198

 
120,212

 
1,146,840

 
31,146

Other investments measured at net asset value (2)
999,007

 
 
 
 
 
 
Total
4,249,634

 
1,010,639

 
2,197,371

 
42,617

 
 
 
 
 
 
 
 
Total assets measured at fair value
$
20,987,408

 
$
6,855,812

 
$
12,896,364

 
$
60,557

 
 
 
 
 
 
 
 
Liabilities measured at fair value:
 

 
 

 
 

 
 

Contingent consideration liabilities
$
(59,248
)
 
$

 
$

 
$
(59,248
)
Securities sold but not yet purchased (3)
(72,682
)
 

 
(72,682
)
 

Derivative instruments (4)
(23,037
)
 

 
(23,037
)
 

Total liabilities measured at fair value
$
(154,967
)
 
$

 
$
(95,719
)
 
$
(59,248
)

(1)
In securities lending transactions, the Company receives collateral in excess of the fair value of the securities pledged. For purposes of this table, the Company has excluded the collateral received under securities lending, at fair value and included the securities pledged under securities lending, at fair value. See Note 7, “Investment Information—Securities Lending Agreements.”
(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.
(3)
Represents the Company’s obligations to deliver securities that it did not own at the time of sale. Such amounts are included in “other liabilities” on the Company’s consolidated balance sheets.
(4)
See Note 9, “Derivative Instruments.”

 
ACGL 2017 THIRD QUARTER FORM 10-Q
33

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents the Company’s financial assets and liabilities measured at fair value by level at December 31, 2016:
 
 
 
Estimated Fair Value Measurements 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 (1):
 

 
 

 
 

 
 

Available for sale securities:
 

 
 

 
 

 
 

Fixed maturities:
 

 
 

 
 

 
 

Corporate bonds
$
4,392,373

 
$

 
$
4,374,029

 
$
18,344

Mortgage backed securities
490,093

 

 
490,093

 

Municipal bonds
3,713,434

 

 
3,713,434

 

Commercial mortgage backed securities
536,051

 

 
536,051

 

U.S. government and government agencies
2,804,540

 
2,691,575

 
112,965

 

Non-U.S. government securities
1,096,440

 

 
1,096,440

 

Asset backed securities
1,123,987

 

 
1,112,698

 
11,289

Total
14,156,918

 
2,691,575

 
11,435,710

 
29,633

 
 
 
 
 
 
 
 
Equity securities
532,680

 
529,695

 
2,985

 

 
 
 
 
 
 
 
 
Short-term investments
612,005

 
608,862

 
3,143

 

 
 
 
 
 
 
 
 
Other investments
112,313

 
112,313

 

 

Other investments measured at net asset value (2)
55,657

 
 
 
 
 
 
Total other investments
167,970

 
112,313

 

 

 
 
 
 
 
 
 
 
Derivative instruments (4)
28,410

 

 
28,410

 

 
 
 
 
 
 
 
 
Fair value option:
 
 
 
 
 
 
 
Corporate bonds
790,935

 

 
790,935

 

Non-U.S. government bonds
61,747

 

 
61,747

 

Mortgage backed securities
18,624

 

 
18,624

 

Asset backed securities
30,324

 

 
30,324

 

U.S. government and government agencies
197,486

 
197,486

 

 

Short-term investments
373,669

 
309,127

 
64,542

 

Equity securities
27,642

 
25,328

 
2,314

 

Other investments
1,226,242

 
80,706

 
1,120,536

 
25,000

Other investments measured at net asset value (2)
694,551

 
 
 
 
 
 
Total
3,421,220

 
612,647

 
2,089,022

 
25,000

 
 
 
 
 
 
 
 
Total assets measured at fair value
$
18,919,203

 
$
4,555,092

 
$
13,559,270

 
$
54,633

 
 
 
 
 
 
 
 
Liabilities measured at fair value:
 

 
 

 
 

 
 

Contingent consideration liabilities
$
(122,350
)
 
$

 
$

 
$
(122,350
)
Securities sold but not yet purchased (3)
(33,157
)
 

 
(33,157
)
 

Derivative instruments (4)
(26,049
)
 

 
(26,049
)
 

Total liabilities measured at fair value
$
(181,556
)
 
$

 
$
(59,206
)
 
$
(122,350
)

(1)
In securities lending transactions, the Company receives collateral in excess of the fair value of the securities pledged. For purposes of this table, the Company has excluded the collateral received under securities lending, at fair value and included the securities pledged under securities lending, at fair value. See Note 7, “Investment Information—Securities Lending Agreements.”
(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.
(3)
Represents the Company’s obligations to deliver securities that it did not own at the time of sale. Such amounts are included in “other liabilities” on the Company’s consolidated balance sheets.
(4)
See Note 9, “Derivative Instruments.”


 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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:
 
Assets
 
Liabilities
s
Available For Sale
 
Fair Value Option
 
 
 
 
 
Structured Securities (1)
 
Corporate
Bonds
 
Corporate
Bonds
 
Other
Investments
 
Total
 
Contingent Consideration Liabilities
Three Months Ended September 30, 2017
 
 
 

 
 
 
 

 
 
 
 
Balance at beginning of period
$

 
$
11,570

 
$

 
$
25,000

 
$
36,570

 
$
(57,246
)
Total gains or (losses) (realized/unrealized)
 
 
 
 
 
 
 
 
 
 
 
Included in earnings (2)

 

 

 

 

 
(2,002
)
Included in other comprehensive income

 
289

 

 

 
289

 

Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
 
 
 
 
Purchases

 

 

 
1,348

 
1,348

 

Issuances

 

 

 

 

 

Sales

 

 

 

 

 

Settlements

 

 

 

 

 

Transfers in and/or out of Level 3
5,949

 
132

 
11,471

 
4,798

 
22,350

 

Balance at end of period
$
5,949

 
$
11,991

 
$
11,471

 
$
31,146

 
$
60,557

 
$
(59,248
)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2016
 
 
 

 
 
 
 

 
 

 
 
Balance at beginning of period
$
49,211

 
$
17,305

 
$

 
$

 
$
66,516

 
$
(111,670
)
Total gains or (losses) (realized/unrealized)
 
 
 
 
 
 
 
 
 
 
 
Included in earnings (2)

 
1,667

 

 

 
1,667

 
(4,795
)
Included in other comprehensive income

 

 

 

 

 
88

Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
 
 
 
 
Purchases

 

 

 

 

 

Issuances

 

 

 

 

 

Sales

 

 

 

 

 

Settlements
(22,435
)
 

 

 

 
(22,435
)
 

Transfers in and/or out of Level 3

 

 

 

 

 

Balance at end of period
$
26,776

 
$
18,972

 
$

 
$

 
$
45,748

 
$
(116,377
)
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2017
 
 
 

 
 
 
 

 
 
 
 
Balance at beginning of year
$
11,289

 
$
18,344

 
$

 
$
25,000

 
$
54,633

 
$
(122,350
)
Total gains or (losses) (realized/unrealized)
 
 
 
 
 
 
 
 
 
 
 
Included in earnings (2)
3,779

 
893

 

 

 
4,672

 
(9,089
)
Included in other comprehensive income

 
289

 

 

 
289

 

Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
 
 
 
 
Purchases

 
4,935

 

 
1,348

 
6,283

 

Issuances

 

 

 

 

 

Sales
(13,640
)
 
(12,602
)
 

 

 
(26,242
)
 

Settlements
(1,428
)
 

 

 

 
(1,428
)
 
72,191

Transfers in and/or out of Level 3
5,949

 
132

 
11,471

 
4,798

 
22,350

 

Balance at end of period
$
5,949

 
$
11,991

 
$
11,471

 
$
31,146

 
$
60,557

 
$
(59,248
)
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2016
 
 
 

 
 
 
 

 
 

 
 
Balance at beginning of year
$
57,500

 
$
16,368

 
$

 
$

 
$
73,868

 
$
(96,048
)
Total gains or (losses) (realized/unrealized)
 
 
 
 
 
 
 
 
 
 
 
Included in earnings (2)
(2,500
)
 
1,828

 

 

 
(672
)
 
(20,916
)
Included in other comprehensive income

 

 

 

 

 
51

Purchases, issuances, sales and settlements
 
 
 
 
 
 
 
 
 
 
 
Purchases

 
776

 

 

 
776

 

Issuances

 

 

 

 

 

Sales

 

 

 

 

 

Settlements
(28,224
)
 

 

 

 
(28,224
)
 
536

Transfers in and/or out of Level 3

 

 

 

 

 

Balance at end of period
$
26,776

 
$
18,972

 
$

 
$

 
$
45,748

 
$
(116,377
)

(1)
Includes asset backed securities, mortgage backed securities and commercial mortgage backed securities.
(2)
For the 2017 periods, gains or losses were included in net realized gains (losses). For the 2016 periods, losses on structured securities were included in net impairment losses recognized in earnings gains or losses while gains or losses on corporate bonds and contingent consideration liabilities were included in net realized gains (losses).


 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 September 30, 2017, due to their respective short maturities. As these financial instruments are not actively traded, their respective fair values are classified within Level 2.
At September 30, 2017, the senior notes of ACGL were carried at their cost, net of debt issuance costs, of $297.0 million and had a fair value of $406.0 million, while the senior notes of Arch Capital Group (U.S.) Inc. (“Arch-U.S.”) were carried at their cost, net of debt issuance costs, of $494.6 million and had a fair value of $566.2 million. The senior notes of Arch Capital Finance LLC due in 2026 were carried at their cost, net of debt issuance costs, of $496.0 million and had a fair value of $519.8 million, while the senior notes due in 2046 were carried at their cost, net of debt issuance costs, of $445.1 million and had a fair value of $503.5 million. 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 values of the senior notes are classified within Level 2.
9.    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. 
In addition, the Company purchases to-be-announced mortgage backed securities (“TBAs”) as part of its investment strategy. TBAs represent commitments to purchase a future issuance of agency mortgage backed securities. For the period between purchase of a TBA and issuance of the underlying security, the Company’s position is accounted for as a derivative. The Company purchases TBAs in both long and short positions to enhance investment performance and as part of its overall investment strategy.
 
The following table summarizes information on the fair values and notional values of the Company’s derivative instruments:
 
Estimated Fair Value
 
 
 
Asset Derivatives
 
Liability Derivatives
 
Notional
Value (1)
September 30, 2017
 
 
 
 
 
Futures contracts (2)
$
5,351

 
$
(6,722
)
 
$
1,524,985

Foreign currency forward contracts (2)
19,376

 
(5,348
)
 
805,201

TBAs (3)
18,331

 

 
18,143

Other (2)
8,414

 
(10,967
)
 
2,032,922

Total
$
51,472

 
$
(23,037
)
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
Futures contracts (2)
$
360

 
$
(9,398
)
 
$
1,655,530

Foreign currency forward contracts (2)
9,354

 
(12,941
)
 
1,186,386

TBAs (3)

 

 

Other (2)
20,287

 
(3,710
)
 
1,014,863

Total
$
30,001

 
$
(26,049
)
 
 
(1)
Represents the absolute notional value of all outstanding contracts, consisting of long and short positions.
(2)
The fair value of asset derivatives are included in ‘other assets’ and the fair value of liability derivatives are included in ‘other liabilities.’
(3)
The fair value of TBAs are included in ‘fixed maturities available for sale, at fair value.’
The Company did not hold any derivatives which were designated as hedging instruments at September 30, 2017 or December 31, 2016.
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. Contractual close-out netting reduces derivatives credit exposure from gross to net exposure.
At September 30, 2017, asset derivatives and liability derivatives of $49.4 million and $22.5 million, respectively, were subject to a master netting agreement, compared to $28.4 million and $26.0 million, respectively, at December 31, 2016. The remaining derivatives included in the preceding table were not subject to a master netting agreement.
All realized and unrealized contract gains and losses on the Company’s derivative instruments are reflected in net realized

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

gains (losses) in the consolidated statements of income, as summarized in the following table:
Derivatives not designated as
 
September 30,
hedging instruments:
 
2017
 
2016
 
 
 
 
 
Three Months Ended
 
 
 
 
Net realized gains (losses):
 
 
 
 
Futures contracts
 
$
4,899

 
$
(15,368
)
Foreign currency forward contracts
 
(228
)
 
4,583

TBAs
 
122

 
(23
)
Other
 
(495
)
 
(6,156
)
Total
 
$
4,298

 
$
(16,964
)
 
 
 
 
 
Nine Months Ended
 
 
 
 
Net realized gains (losses):
 
 
 
 
Futures contracts
 
$
7,309

 
$
45,954

Foreign currency forward contracts
 
(12,266
)
 
(13,951
)
TBAs
 
143

 
311

Other
 
(4,839
)
 
(8,212
)
Total
 
$
(9,653
)
 
$
24,102


10.    Commitments and Contingencies

Letter of Credit and Revolving Credit Facilities
ACGL repaid $100.0 million of borrowings under its unsecured revolving loan and letter of credit facility in the 2017 third quarter, offset by an increase in borrowings in the Company’s ‘other’ segment.
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 $1.58 billion at September 30, 2017, compared to $1.29 billion at December 31, 2016.

11.    Share Transactions

Share Repurchases 
The board of directors of ACGL has authorized the investment in ACGL’s common shares through a share repurchase program. Since the inception of the share repurchase program, ACGL has repurchased approximately 125.2 million common shares for an aggregate purchase price of $3.68 billion. For the nine months ended September 30, 2017, the Company did not repurchase any shares under the share repurchase program, compared to 1.1 million common shares repurchased for the nine months ended September 30, 2016 with an aggregate purchase price of $75.3 million (no repurchases in the 2016 third quarter). At September 30, 2017, $446.5 million of share
 
repurchases were available under the program, which may be effected from time to time in open market or privately negotiated transactions through December 31, 2019. 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.
Conversion of Convertible Non-Voting Common Equivalent Preferred Shares  
On June 8, 2017, ACGL and AIG entered into Amendment No. 1 (the “Amendment”) to the Investor Rights Agreement (the “Investor Rights Agreement”) dated as of December 31, 2016 to amend the restrictions on transfers of the 1,276,282 shares of ACGL’s convertible non-voting common-equivalent preference shares owned by AIG (the “Convertible Preferred Shares”). The Convertible Preferred Shares were issued to AIG as part of the consideration in UGC acquisition. Pursuant to the certificate of designations for the Convertible Preferred Shares and in accordance with the terms and conditions set forth therein, each Convertible Preferred Share is convertible into ten common shares of ACGL.
Pursuant to the Amendment, ACGL permitted AIG to transfer: (i) 638,141 Convertible Preferred Shares from and after June 8, 2017, and up to an additional 95,721 of the Convertible Preferred Shares to the extent that the several underwriters exercise the option to purchase additional securities expected to be granted pursuant to an underwritten secondary offering of ACGL common shares issuable upon conversion of the Convertible Preferred Shares by AIG and (ii) any and all of the Convertible Preferred Shares from and after January 15, 2018, subject to certain exceptions, and in each case subject to the terms and conditions of the Investor Rights Agreement. All other terms of the Investor Rights Agreement remain in effect.
In June 2017, ACGL completed an underwritten public secondary offering of 7,088,620 common shares by AIG following transfer of 708,862 Convertible Preferred Shares. Proceeds from the sale of common shares pursuant to the public offering were received by AIG. At September 30, 2017, 567,420 Convertible Preferred Shares were outstanding.
Series F Preferred Shares
In August 2017, ACGL completed a $230 million underwritten public offering of 9.2 million depositary shares (the “Depositary Shares”), each of which represents a 1/1,000th interest in a share of its 5.45% Non-Cumulative Preferred Shares, Series F, have a $0.01 par value and $25,000 liquidation preference per share (equivalent to $25 liquidation preference per Depositary Share) (the “Series F 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 F Preferred Shares represented thereby (including any dividend, liquidation, redemption and voting rights).

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Holders of Series F Preferred Shares will be entitled to receive dividend payments only when, as and if declared by our board of directors 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 Depositary Shares will be redeemed if and to the extent the related Series F Preferred Shares are redeemed by the Company. Neither the 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.
The net proceeds from the offering of $222.1 million and other available funds were used to redeem in part its outstanding 6.75% Series C Non-Cumulative Preferred Shares. The preferred shares were redeemed at a redemption price equal to $25 per share, plus all declared and unpaid dividends to (but excluding) the redemption date. In accordance with GAAP, following the redemption, original issuance costs related to such shares have been removed from additional paid-in capital and recorded as a “loss on redemption of preferred shares.” Such adjustment had no impact on total shareholders’ equity or cash flows.

 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

12.    Other Comprehensive Income (Loss)

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):
 
 
 
 
Amounts Reclassified from AOCI
 
 
Consolidated Statement of Income
 
Three Months Ended
 
Nine Months Ended
Details About
 
Line Item That Includes
 
September 30,
 
September 30,
AOCI Components
 
Reclassification
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
 
Unrealized appreciation on available-for-sale investments
 
 
 
 
 
 
 
 
 
 
Net realized gains (losses)
 
$
27,550

 
$
61,464

 
$
59,474

 
$
137,555

 
 
Other-than-temporary impairment losses
 
(1,878
)
 
(3,867
)
 
(5,415
)
 
(16,999
)
 
 
Total before tax
 
25,672

 
57,597

 
54,059

 
120,556

 
 
Income tax (expense) benefit
 
(1,760
)
 
(2,605
)
 
(7,879
)
 
(11,247
)
 
 
Net of tax
 
$
23,912

 
$
54,992

 
$
46,180

 
$
109,309

 
Before Tax Amount
 
Tax Expense (Benefit)
 
Net of Tax Amount
Three Months Ended September 30, 2017
 
 
 
 
 
Unrealized appreciation (decline) in value of investments:
 
 
 
 
 
Unrealized holding gains (losses) arising during period
$
69,330

 
$
2,868

 
$
66,462

Portion of other-than-temporary impairment losses recognized in other comprehensive income (loss)

 

 

Less reclassification of net realized gains (losses) included in net income
25,672

 
1,760

 
23,912

Foreign currency translation adjustments
8,590

 
310

 
8,280

Other comprehensive income (loss)
$
52,248

 
$
1,418

 
$
50,830

 
 
 
 
 
 
Three Months Ended September 30, 2016
 
 
 
 
 
Unrealized appreciation (decline) in value of investments:
 
 
 
 
 
Unrealized holding gains (losses) arising during period
$
11,692

 
$
(4,589
)
 
$
16,281

Portion of other-than-temporary impairment losses recognized in other comprehensive income (loss)

 

 

Less reclassification of net realized gains (losses) included in net income
57,597

 
2,605

 
54,992

Foreign currency translation adjustments
(5,407
)
 
(95
)
 
(5,312
)
Other comprehensive income (loss)
$
(51,312
)
 
$
(7,289
)
 
$
(44,023
)
 
 
 
 
 
 
Nine Months Ended September 30, 2017
 
 
 
 
 
Unrealized appreciation (decline) in value of investments:
 
 
 
 
 
Unrealized holding gains (losses) arising during period
$
288,813

 
$
28,590

 
$
260,223

Portion of other-than-temporary impairment losses recognized in other comprehensive income (loss)

 

 

Less reclassification of net realized gains (losses) included in net income
54,059

 
7,879

 
46,180

Foreign currency translation adjustments
30,264

 
563

 
29,701

Other comprehensive income (loss)
$
265,018

 
$
21,274

 
$
243,744

 
 
 
 
 
 
Nine Months Ended September 30, 2016
 
 
 
 
 
Unrealized appreciation (decline) in value of investments:
 
 
 
 
 
Unrealized holding gains (losses) arising during period
$
281,770

 
$
30,048

 
$
251,722

Portion of other-than-temporary impairment losses recognized in other comprehensive income (loss)
(150
)
 

 
(150
)
Less reclassification of net realized gains (losses) included in net income
120,556

 
11,247

 
109,309

Foreign currency translation adjustments
(5,733
)
 
417

 
(6,150
)
Other comprehensive income (loss)
$
155,331

 
$
19,218

 
$
136,113



 
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

13.     Guarantor Financial Information

The following tables present condensed financial information for ACGL, Arch-U.S., a 100% owned subsidiary of ACGL, and ACGL’s other subsidiaries.
 

September 30, 2017
Condensed Consolidating Balance Sheet
ACGL (Parent Guarantor)
 
Arch-U.S. (Subsidiary Issuer)
 
Other ACGL Subsidiaries
 
Consolidating Adjustments and Eliminations
 
ACGL Consolidated
Assets
 
 
 
 
 
 
 
 
 
Total investments
$
402

 
$
69,671

 
$
21,876,508

 
$
(14,700
)
 
$
21,931,881

Cash
4,868

 
88,818

 
768,675

 

 
862,361

Investments in subsidiaries
9,214,178

 
4,028,493

 

 
(13,242,671
)
 

Due from subsidiaries and affiliates
81

 
117

 
1,923,941

 
(1,924,139
)
 

Premiums receivable

 

 
1,863,203

 
(593,525
)
 
1,269,678

Reinsurance recoverable on unpaid and paid losses and loss adjustment expenses

 

 
7,023,836

 
(4,517,821
)
 
2,506,015

Contractholder receivables

 

 
1,864,348

 

 
1,864,348

Ceded unearned premiums

 

 
2,240,129

 
(1,292,994
)
 
947,135

Deferred acquisition costs

 

 
677,567

 
(146,371
)
 
531,196

Goodwill and intangible assets

 

 
684,405

 

 
684,405

Other assets
13,357

 
59,734

 
2,146,993

 
(192,306
)
 
2,027,778

 
Total assets
$
9,232,886

 
$
4,246,833

 
$
41,069,605

 
$
(21,924,527
)
 
$
32,624,797

 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Reserve for losses and loss adjustment expenses
$

 
$

 
$
15,836,263

 
$
(4,484,996
)
 
$
11,351,267

Unearned premiums

 

 
5,044,544

 
(1,292,994
)
 
3,751,550

Reinsurance balances payable

 

 
945,530

 
(593,524
)
 
352,006

Contractholder payables

 

 
1,864,348

 

 
1,864,348

Collateral held for insured obligations

 

 
345,726

 

 
345,726

Senior notes
297,030

 
494,596

 
941,100

 

 
1,732,726

Revolving credit agreement borrowings

 

 
826,242

 

 
826,242

Due to subsidiaries and affiliates
41

 
542,103

 
1,381,996

 
(1,924,140
)
 

Other liabilities
24,671

 
100,278

 
2,669,614

 
(371,502
)
 
2,423,061

 
Total liabilities
321,742

 
1,136,977

 
29,855,363

 
(8,667,156
)
 
22,646,926

 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests

 

 
220,529

 
(14,700
)
 
205,829

 
 
 
 
 
 
 
 
 
 
 
Shareholders’ Equity
 
 
 
 
 
 
 
 
 
Total shareholders’ equity available to Arch
8,911,144

 
3,109,856

 
10,132,815

 
(13,242,671
)
 
8,911,144

Non-redeemable noncontrolling interests

 

 
860,898

 

 
860,898

 
Total shareholders’ equity
8,911,144

 
3,109,856

 
10,993,713

 
(13,242,671
)
 
9,772,042

 
 
 
 
 
 
 
 
 
 
 
Total liabilities, noncontrolling interests and shareholders’ equity
$
9,232,886

 
$
4,246,833

 
$
41,069,605

 
$
(21,924,527
)
 
$
32,624,797







 
ACGL 2017 THIRD QUARTER FORM 10-Q
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Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


 
 
December 31, 2016
Condensed Consolidating Balance Sheet
ACGL (Parent Guarantor)
 
Arch-U.S. (Subsidiary Issuer)
 
Other ACGL Subsidiaries
 
Consolidating Adjustments and Eliminations
 
ACGL Consolidated
Assets
 
 
 
 
 
 
 
 
 
Total investments
$
2,612

 
$
41,672

 
$
19,690,067

 
$
(14,700
)
 
$
19,719,651

Cash
1,687

 
71,955

 
769,300

 

 
842,942

Investments in subsidiaries
8,660,586

 
3,716,681

 

 
(12,377,267
)
 

Due from subsidiaries and affiliates
14,297

 
51,298

 
1,866,681

 
(1,932,276
)
 

Premiums receivable

 

 
1,579,865

 
(507,430
)
 
1,072,435

Reinsurance recoverable on unpaid and paid losses and loss adjustment expenses

 

 
6,114,518

 
(4,000,380
)
 
2,114,138

Contractholder receivables

 

 
1,717,436

 

 
1,717,436

Ceded unearned premiums

 

 
1,985,311

 
(1,125,744
)
 
859,567

Deferred acquisition costs

 

 
577,461

 
(129,901
)
 
447,560

Goodwill and intangible assets

 

 
781,553

 

 
781,553

Other assets
15,725

 
49,244

 
1,901,786

 
(149,928
)
 
1,816,827

 
Total assets
$
8,694,907

 
$
3,930,850

 
$
36,983,978

 
$
(20,237,626
)
 
$
29,372,109

 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Reserve for losses and loss adjustment expenses
$

 
$

 
$
14,164,191

 
$
(3,963,231
)
 
$
10,200,960

Unearned premiums

 

 
4,532,614

 
(1,125,744
)
 
3,406,870

Reinsurance balances payable

 

 
807,837

 
(507,430
)
 
300,407

Contractholder payables

 

 
1,717,436

 

 
1,717,436

Collateral held for insured obligations

 

 
301,406

 

 
301,406

Deposit accounting liabilities

 

 
22,150

 

 
22,150

Senior notes
296,957

 
494,525

 
940,776

 

 
1,732,258

Revolving credit agreement borrowings
100,000

 

 
656,650

 

 
756,650

Due to subsidiaries and affiliates
26,270

 
535,584

 
1,370,422

 
(1,932,276
)
 

Other liabilities
17,962

 
54,823

 
1,867,040

 
(316,978
)
 
1,622,847

 
Total liabilities
441,189

 
1,084,932

 
26,380,522

 
(7,845,659
)
 
20,060,984

 
 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interests

 

 
220,253

 
(14,700
)
 
205,553

 
 
 
 
 
 
 
 
 
 
 
Shareholders’ Equity
 
 
 
 
 
 
 
 
 
Total shareholders’ equity available to Arch
8,253,718

 
2,845,918

 
9,531,349

 
(12,377,267
)
 
8,253,718

Non-redeemable noncontrolling interests

 

 
851,854

 

 
851,854

 
Total shareholders’ equity
8,253,718

 
2,845,918

 
10,383,203

 
(12,377,267
)
 
9,105,572

 
 
 
 
 
 
 
 
 
 
 
Total liabilities, noncontrolling interests and shareholders’ equity
$
8,694,907

 
$
3,930,850

 
$
36,983,978

 
$
(20,237,626
)
 
$
29,372,109



 
ACGL 2017 THIRD QUARTER FORM 10-Q
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ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


 
 
Three Months Ended September 30, 2017
Condensed Consolidating Statement of Income and Comprehensive Income
ACGL (Parent Guarantor)
 
Arch-U.S. (Subsidiary Issuer)
 
Other ACGL Subsidiaries
 
Consolidating Adjustments and Eliminations
 
ACGL Consolidated
Revenues
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
1,261,886

 
$

 
$
1,261,886

Net investment income
117

 
151

 
138,784

 
(22,593
)
 
116,459

Net realized gains (losses)

 

 
66,275

 

 
66,275

Net impairment losses recognized in earnings

 

 
(1,878
)
 

 
(1,878
)
Other underwriting income

 

 
6,064

 

 
6,064

Equity in net income (loss) of investment funds accounted for using the equity method

 

 
31,090

 

 
31,090

Other income (loss)
(102
)
 

 
(240
)
 

 
(342
)
 
Total revenues
15

 
151

 
1,501,981

 
(22,593
)
 
1,479,554

 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
Losses and loss adjustment expenses

 

 
1,046,141

 

 
1,046,141

Acquisition expenses

 

 
193,854

 

 
193,854

Other operating expenses

 

 
170,127

 

 
170,127

Corporate expenses
14,576

 
410

 
2,112

 

 
17,098

Amortization of intangible assets

 

 
31,824

 

 
31,824

Interest expense
5,934

 
12,037

 
33,811

 
(22,272
)
 
29,510

Net foreign exchange (gains) losses

 

 
20,510

 
7,518

 
28,028

 
Total expenses
20,510

 
12,447

 
1,498,379

 
(14,754
)
 
1,516,582

 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
(20,495
)
 
(12,296
)
 
3,602

 
(7,839
)
 
(37,028
)
Income tax (expense) benefit

 
4,432

 
(12,621
)
 

 
(8,189
)
Income (loss) before equity in net income of subsidiaries
(20,495
)
 
(7,864
)
 
(9,019
)
 
(7,839
)
 
(45,217
)
Equity in net income (loss) of subsidiaries
(13,161
)
 
50,057

 

 
(36,896
)
 

Net income (loss)
(33,656
)
 
42,193

 
(9,019
)
 
(44,735
)
 
(45,217
)
Net (income) loss attributable to noncontrolling interests

 

 
11,238

 
323

 
11,561

Net income (loss) available to Arch
(33,656
)
 
42,193

 
2,219

 
(44,412
)
 
(33,656
)
Preferred dividends
(12,369
)
 

 

 

 
(12,369
)
Loss on redemption of preferred shares
(6,735
)
 

 

 

 
(6,735
)
Net income (loss) available to Arch common shareholders
$
(52,760
)
 
$
42,193

 
$
2,219

 
$
(44,412
)
 
$
(52,760
)
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss) available to Arch
$
17,585

 
$
47,676

 
$
45,936

 
$
(93,612
)
 
$
17,585



 
ACGL 2017 THIRD QUARTER FORM 10-Q
42

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


 
 
Three Months Ended September 30, 2016
Condensed Consolidating Statement of Income and Comprehensive Income
ACGL (Parent Guarantor)
 
Arch-U.S. (Subsidiary Issuer)
 
Other ACGL Subsidiaries
 
Consolidating Adjustments and Eliminations
 
ACGL Consolidated
Revenues
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
958,403

 
$

 
$
958,403

Net investment income
6

 
803

 
99,654

 
(6,845
)
 
93,618

Net realized gains (losses)

 

 
125,105

 

 
125,105

Net impairment losses recognized in earnings

 

 
(3,867
)
 

 
(3,867
)
Other underwriting income

 

 
7,980

 

 
7,980

Equity in net income (loss) of investment funds accounted for using the equity method

 

 
16,662

 

 
16,662

Other income (loss)
71

 

 
(471
)
 

 
(400
)
 
Total revenues
77

 
803

 
1,203,466

 
(6,845
)
 
1,197,501

 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
Losses and loss adjustment expenses

 

 
524,183

 

 
524,183

Acquisition expenses

 

 
161,267

 

 
161,267

Other operating expenses

 

 
153,286

 

 
153,286

Corporate expenses
18,488

 
608

 
(611
)
 

 
18,485

Amortization of intangible assets

 

 
4,865

 

 
4,865

Interest expense
5,948

 
6,627

 
9,890

 
(6,522
)
 
15,943

Net foreign exchange (gains) losses

 

 
2,723

 
(102
)
 
2,621

 
Total expenses
24,436

 
7,235

 
855,603

 
(6,624
)
 
880,650

 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
(24,359
)
 
(6,432
)
 
347,863

 
(221
)
 
316,851

Income tax (expense) benefit

 
2,116

 
(15,347
)
 

 
(13,231
)
Income (loss) before equity in net income of subsidiaries
(24,359
)
 
(4,316
)
 
332,516

 
(221
)
 
303,620

Equity in net income of subsidiaries
277,231

 
21,945

 

 
(299,176
)
 

Net income
252,872

 
17,629

 
332,516

 
(299,397
)
 
303,620

Net (income) loss attributable to noncontrolling interests

 

 
(51,071
)
 
323

 
(50,748
)
Net income available to Arch
252,872

 
17,629

 
281,445

 
(299,074
)
 
252,872

Preferred dividends
(5,484
)
 

 

 

 
(5,484
)
Net income available to Arch common shareholders
$
247,388

 
$
17,629

 
$
281,445

 
$
(299,074
)
 
$
247,388

 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss) available to Arch
$
208,790

 
$
2,019

 
$
237,555

 
$
(239,574
)
 
$
208,790


 
ACGL 2017 THIRD QUARTER FORM 10-Q
43

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


 
 
Nine Months Ended September 30, 2017
Condensed Consolidating Statement of Income and Comprehensive Income
ACGL (Parent Guarantor)
 
Arch-U.S. (Subsidiary Issuer)
 
Other ACGL Subsidiaries
 
Consolidating Adjustments and Eliminations
 
ACGL Consolidated
Revenues
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
3,619,777

 
$

 
$
3,619,777

Net investment income
123

 
1,151

 
410,392

 
(66,209
)
 
345,457

Net realized gains (losses)

 

 
122,163

 

 
122,163

Net impairment losses recognized in earnings

 

 
(5,415
)
 

 
(5,415
)
Other underwriting income

 

 
15,519

 

 
15,519

Equity in net income of investment funds accounted for using the equity method

 

 
111,884

 

 
111,884

Other income (loss)
(368
)
 

 
(2,750
)
 

 
(3,118
)
 
Total revenues
(245
)
 
1,151

 
4,271,570

 
(66,209
)
 
4,206,267

 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
Losses and loss adjustment expenses

 

 
2,288,571

 

 
2,288,571

Acquisition expenses

 

 
566,579

 

 
566,579

Other operating expenses

 

 
514,827

 

 
514,827

Corporate expenses
53,639

 
3,727

 
12,400

 

 
69,766

Amortization of intangible assets

 

 
93,942

 

 
93,942

Interest expense
18,024

 
35,956

 
98,197

 
(65,242
)
 
86,935

Net foreign exchange losses (gains)

 

 
65,701

 
21,274

 
86,975

 
Total expenses
71,663

 
39,683

 
3,640,217

 
(43,968
)
 
3,707,595

 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
(71,908
)
 
(38,532
)
 
631,353

 
(22,241
)
 
498,672

Income tax (expense) benefit

 
13,374

 
(84,129
)
 

 
(70,755
)
Income (loss) before equity in net income of subsidiaries
(71,908
)
 
(25,158
)
 
547,224

 
(22,241
)
 
427,917

Equity in net income of subsidiaries
476,546

 
213,586

 

 
(690,132
)
 

Net income
404,638

 
188,428

 
547,224

 
(712,373
)
 
427,917

Amounts attributable to noncontrolling interests

 

 
(24,247
)
 
968

 
(23,279
)
Net income available to Arch
404,638

 
188,428

 
522,977

 
(711,405
)
 
404,638

Preferred dividends
(34,936
)
 

 

 

 
(34,936
)
Loss on redemption of preferred shares
(6,735
)
 

 

 

 
(6,735
)
Net income available to Arch common shareholders
$
362,967

 
$
188,428

 
$
522,977

 
$
(711,405
)
 
$
362,967

 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss) available to Arch
$
648,861

 
$
240,759

 
$
745,856

 
$
(986,615
)
 
$
648,861



 
ACGL 2017 THIRD QUARTER FORM 10-Q
44

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


 
 
Nine Months Ended September 30, 2016
Condensed Consolidating Statement of Income and Comprehensive Income
ACGL (Parent Guarantor)
 
Arch-U.S. (Subsidiary Issuer)
 
Other ACGL Subsidiaries
 
Consolidating Adjustments and Eliminations
 
ACGL Consolidated
Revenues
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
2,915,967

 
$

 
$
2,915,967

Net investment income
7

 
2,351

 
294,012

 
(20,679
)
 
275,691

Net realized gains (losses)

 

 
230,647

 

 
230,647

Net impairment losses recognized in earnings

 

 
(16,849
)
 

 
(16,849
)
Other underwriting income

 

 
54,749

 
(16,498
)
 
38,251

Equity in net income of investment funds accounted for using the equity method

 

 
32,054

 

 
32,054

Other income (loss)
270

 

 
(702
)
 

 
(432
)
 
Total revenues
277

 
2,351

 
3,509,878

 
(37,177
)
 
3,475,329

 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
Losses and loss adjustment expenses

 

 
1,631,724

 

 
1,631,724

Acquisition expenses

 

 
501,782

 

 
501,782

Other operating expenses

 

 
460,748

 

 
460,748

Corporate expenses
45,284

 
1,549

 
(1,765
)
 

 
45,068

Amortization of intangible assets

 

 
14,493

 

 
14,493

Interest expense
17,811

 
19,946

 
46,169

 
(36,213
)
 
47,713

Net foreign exchange losses (gains)

 

 
5,093

 
(3,568
)
 
1,525

 
Total expenses
63,095

 
21,495

 
2,658,244

 
(39,781
)
 
2,703,053

 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
(62,818
)
 
(19,144
)
 
851,634

 
2,604

 
772,276

Income tax (expense) benefit

 
6,446

 
(50,118
)
 

 
(43,672
)
Income (loss) before equity in net income of subsidiaries
(62,818
)
 
(12,698
)
 
801,516

 
2,604

 
728,604

Equity in net income of subsidiaries
681,543

 
64,684

 

 
(746,227
)
 

Net income
618,725

 
51,986

 
801,516

 
(743,623
)
 
728,604

Amounts attributable to noncontrolling interests

 

 
(110,844
)
 
965

 
(109,879
)
Net income available to Arch
618,725

 
51,986

 
690,672

 
(742,658
)
 
618,725

Preferred dividends
(16,453
)
 

 

 

 
(16,453
)
Net income available to Arch common shareholders
$
602,272

 
$
51,986

 
$
690,672

 
$
(742,658
)
 
$
602,272

 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss) available to Arch
$
754,979

 
$
89,204

 
$
830,348

 
$
(919,552
)
 
$
754,979




 
ACGL 2017 THIRD QUARTER FORM 10-Q
45

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


 
 
Nine Months Ended September 30, 2017
Condensed Consolidating Statement
of Cash Flows
ACGL (Parent Guarantor)
 
Arch-U.S. (Subsidiary Issuer)
 
Other ACGL Subsidiaries
 
Consolidating Adjustments and Eliminations
 
ACGL Consolidated
Operating Activities
 
 
 
 
 
 
 
 
 
 
Net Cash Provided By (Used For) Operating Activities
$
130,715

 
$
70,761

 
$
1,464,701

 
$
(585,043
)
 
$
1,081,134

Investing Activities
 
 
 
 
 
 
 
 
 
Purchases of fixed maturity investments

 

 
(28,079,129
)
 

 
(28,079,129
)
Purchases of equity securities

 

 
(667,135
)
 

 
(667,135
)
Purchases of other investments

 

 
(1,406,528
)
 

 
(1,406,528
)
Proceeds from the sales of fixed maturity investments

 

 
27,629,474

 

 
27,629,474

Proceeds from the sales of equity securities

 

 
751,873

 

 
751,873

Proceeds from the sales, redemptions and maturities of other investments

 

 
938,581

 

 
938,581

Proceeds from redemptions and maturities of fixed maturity investments

 

 
747,621

 

 
747,621

Net settlements of derivative instruments

 

 
(20,952
)
 

 
(20,952
)
Net (purchases) sales of short-term investments
2,209

 
(27,998
)
 
(938,864
)
 

 
(964,653
)
Change in cash collateral related to securities lending

 

 
148,692

 

 
148,692

Contributions to subsidiaries
20,641

 
(72,900
)
 
(353,588
)
 
405,847

 

Issuance of intercompany loans

 

 
(47,000
)
 
47,000

 

Repayment of intercompany loans

 
47,000

 

 
(47,000
)
 

Acquisitions, net of cash

 

 
(27,709
)
 

 
(27,709
)
Purchases of fixed assets
(18
)
 

 
(16,844
)
 

 
(16,862
)
Other

 

 
106,786

 
(20,641
)
 
86,145

 
Net Cash Provided By (Used For) Investing Activities
22,832

 
(53,898
)
 
(1,234,722
)
 
385,206

 
(880,582
)
Financing Activities
 
 
 
 
 
 
 
 
 
Proceeds from issuance of preferred shares, net
222,054

 

 

 

 
222,054

Redemption of preferred shares
(230,000
)
 

 

 

 
(230,000
)
Proceeds from common shares issued, net
(7,484
)
 

 
405,847

 
(405,847
)
 
(7,484
)
Proceeds from intercompany borrowings

 

 
47,000

 
(47,000
)
 

Proceeds from borrowings

 

 
238,915

 

 
238,915

Repayments of intercompany borrowings

 

 
(47,000
)
 
47,000

 

Repayments of borrowings
(100,000
)
 

 
(72,000
)
 

 
(172,000
)
Change in cash collateral related to securities lending

 

 
(148,692
)
 

 
(148,692
)
Dividends paid to redeemable noncontrolling interests

 

 
(14,447
)
 
956

 
(13,491
)
Dividends paid to parent (1)

 

 
(584,087
)
 
584,087

 

Other

 

 
(69,921
)
 
20,641

 
(49,280
)
Preferred dividends paid
(34,936
)
 

 

 

 
(34,936
)
 
Net Cash Provided By (Used For) Financing Activities
(150,366
)
 

 
(244,385
)
 
199,837

 
(194,914
)
Effects of exchange rates changes on foreign currency cash

 

 
13,781

 

 
13,781

Increase (decrease) in cash
3,181

 
16,863

 
(625
)
 

 
19,419

Cash beginning of year
1,687

 
71,955

 
769,300

 

 
842,942

Cash end of period
$
4,868

 
$
88,818

 
$
768,675

 
$

 
$
862,361


(1)     Dividends received by parent are included in net cash provided by (used for) operating activities.


 
ACGL 2017 THIRD QUARTER FORM 10-Q
46

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


 
 
Nine Months Ended September 30, 2016
Condensed Consolidating Statement
of Cash Flows
ACGL (Parent Guarantor)
 
Arch-U.S. (Subsidiary Issuer)
 
Other ACGL Subsidiaries
 
Consolidating Adjustments and Eliminations
 
ACGL Consolidated
Operating Activities
 
 
 
 
 
 
 
 
 
 
Net Cash Provided By (Used For) Operating Activities
$
94,250

 
$
14,448

 
$
1,096,443

 
$
(168,002
)
 
$
1,037,139

Investing Activities
 
 
 
 
 
 
 
 
 
Purchases of fixed maturity investments

 

 
(27,840,555
)
 

 
(27,840,555
)
Purchases of equity securities

 

 
(377,767
)
 

 
(377,767
)
Purchases of other investments

 

 
(1,008,774
)
 

 
(1,008,774
)
Proceeds from the sales of fixed maturity investments

 

 
26,731,924

 

 
26,731,924

Proceeds from the sales of equity securities

 

 
464,904

 

 
464,904

Proceeds from the sales, redemptions and maturities of other investments

 

 
879,330

 

 
879,330

Proceeds from redemptions and maturities of fixed maturity investments

 
41,500

 
499,323

 

 
540,823

Net settlements of derivative instruments

 

 
23,396

 

 
23,396

Net (purchases) sales of short-term investments
(436,830
)
 
(53,779
)
 
(113,553
)
 

 
(604,162
)
Change in cash collateral related to securities lending

 

 
(27,935
)
 

 
(27,935
)
Contributions to subsidiaries
(3,585
)
 

 
(9,247
)
 
12,832

 

Acquisitions, net of cash

 

 
(20,911
)
 

 
(20,911
)
Purchases of fixed assets
(8
)
 

 
(11,557
)
 

 
(11,565
)
Other
2,000

 

 
(5,816
)
 

 
(3,816
)
 
Net Cash Provided By (Used For) Investing Activities
(438,423
)
 
(12,279
)
 
(817,238
)
 
12,832

 
(1,255,108
)
Financing Activities
 
 
 
 
 
 
 
 
 
Proceeds from issuance of preferred shares, net
434,899

 

 

 

 
434,899

Purchases of common shares under share repurchase program
(75,256
)
 

 

 

 
(75,256
)
Proceeds from common shares issued, net
(3,785
)
 

 
12,832

 
(12,832
)
 
(3,785
)
Proceeds from borrowings

 

 
46,000

 

 
46,000

Repayments of borrowings

 

 
(179,171
)
 

 
(179,171
)
Change in cash collateral related to securities lending

 

 
27,935

 

 
27,935

Dividends paid to redeemable noncontrolling interests

 

 
(14,448
)
 
957

 
(13,491
)
Dividends paid to parent (1)

 

 
(167,045
)
 
167,045

 

Other

 
200

 
32,913

 

 
33,113

Preferred dividends paid
(16,453
)
 

 

 

 
(16,453
)
 
Net Cash Provided By (Used For) Financing Activities
339,405

 
200

 
(240,984
)
 
155,170

 
253,791

Effects of exchange rates changes on foreign currency cash

 

 
(10,332
)
 

 
(10,332
)
Increase (decrease) in cash
(4,768
)
 
2,369

 
27,889

 

 
25,490

Cash beginning of year
6,809

 
17,023

 
529,494

 

 
553,326

Cash end of period
$
2,041

 
$
19,392

 
$
557,383

 
$

 
$
578,816


(1)     Dividends received by parent are included in net cash provided by (used for) operating activities.


 
ACGL 2017 THIRD QUARTER FORM 10-Q
47

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

14.    Income Taxes

The Company’s income tax provision on income before income taxes resulted in an expense of 14.2% for the nine months ended September 30, 2017, compared to an expense of 5.7% for the 2016 period. The Company’s effective tax rate, which is based upon the expected annual effective tax rate, may fluctuate from period to period based on the relative mix of income or loss reported by jurisdiction and the varying tax rates in each jurisdiction. For interim reporting purposes, the Company has calculated its effective tax rate for the full year of 2017 by treating any excess tax benefits that arise from the accounting for stock based compensation as a discrete item. As such, this amount is not included when projecting the Company’s full year effective tax rate but rather is accounted for at the U.S. Federal statutory rate of 35% after applying the projected full year effective tax rate to actual nine-month results before the discrete item. The impact of the discrete item resulted in a benefit of 1.5% for the nine months ended September 30, 2017.
The Company had a net deferred tax asset of $248.3 million at September 30, 2017, compared to $221.2 million at December 31, 2016. In addition, the Company paid $47.9 million and $40.7 million of income taxes for the nine months ended September 30, 2017 and 2016, respectively.
15.    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 September 30, 2017, 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. 
 
16.    Transactions with Related Parties

Kewsong Lee, a director of ACGL, is a Managing Director and Deputy Chief Investment Officer for Corporate Private Equity of Carlyle Group LP (“Carlyle”). As part of its investment philosophy, the Company invests a portion of its investment portfolio in alternative investment funds. As of September 30, 2017, the total value of the Company’s investments in funds or other investments managed by Carlyle was approximately $248.5 million, and the Company had aggregate unfunded commitments to funds managed by Carlyle of $471.6 million. The Company may make additional commitments to funds managed by Carlyle from time to time. During the nine months ended September 30, 2017 and 2016, the Company made aggregate capital contributions to funds managed by Carlyle of $86.0 million and $50.1 million, respectively, and received aggregate cash distributions from funds managed by Carlyle of $48.7 million and $17.9 million, respectively. Effective November 2, 2017, Mr. Lee resigned from ACGL’s Board of Directors because of the expansion of his duties at Carlyle following his recent promotion to co-CEO effective January 1, 2018.
17.    Acquisition

On July 1, 2017, the Company completed its previously announced acquisition of AIG United Guaranty Insurance (Asia) Limited (renamed “Arch MI Asia Limited”) following the payment of $40.0 million to AIG. Arch MI Asia Limited compliments the Company’s existing private mortgage insurance businesses, which have operations in the United States, Europe and Australia.
The purchase price was allocated to the acquired assets and liabilities of Arch MI Asia Limited based on estimated fair values on the acquisition date. The Company recognized other intangible assets of $2.3 million and goodwill of $0.8 million. The goodwill balance is primarily attributed to Arch MI Asia Limited’s assembled workforce and access to the mortgage insurance market. None of the goodwill recognized is expected to be deductible for income tax purposes.

 
ACGL 2017 THIRD QUARTER FORM 10-Q
48

Table of Contents
ARCH CAPITAL GROUP LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

18.    Subsequent Events

On October 25, 2017, the Company’s first-lien U.S. mortgage insurance subsidiaries entered into an aggregate excess of loss reinsurance agreement with Bellemeade Re 2017-1 Ltd. (“Bellemeade III”), a special purpose reinsurance company domiciled in Bermuda. The Bellemeade III agreement provides for up to $368.1 million of aggregate excess of loss reinsurance coverage at inception for new delinquencies on a portfolio of in-force policies issued between January 1, 2017 and June 30, 2017. For the coverage period, Bellemeade III will cover $368.1 million in excess of $165.7 million of aggregate losses. The coverage amount decreases over a ten-year period as the underlying covered mortgages amortize.
Bellemeade III financed the coverage through the issuance of mortgage insurance-linked notes in an aggregate amount of approximately $368.1 million to unrelated investors (the “Notes”). The maturity date of the Notes is October 25, 2027. The Notes will be redeemed prior to maturity upon the occurrence of a mandatory termination event or if the ceding insurers trigger a termination of the reinsurance agreement following the occurrence of an optional termination event. All of the proceeds paid to Bellemeade III from the sale of the Notes were deposited into a reinsurance trust for the sole benefit of the ceding insurers as security for Bellemeade III’s obligations. At all times, funds in the reinsurance trust account are required to be invested in high credit quality money market funds.
In October 2017, a series of wildfires burned across several California counties. With the information available, the Company has established a preliminary range of pre-tax losses of $30 million to $55 million for these wildfires, net of reinsurance and reinstatement premiums. At this time, there are significant uncertainties surrounding the numbers of claims and scope of damage for these wildfires. The Company’s preliminary estimate for the wildfires 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. Actual losses from these wildfires may vary materially from the estimates due to the inherent uncertainties in making such determinations.


 
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of our financial condition and results of operations. This should be read in conjunction with our consolidated financial statements included in Item 1 of this report and also our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”). In addition, readers should review “Risk Factors” set forth in Item 1A of Part I of our 2016 Form 10-K. Tabular amounts are in U.S. Dollars in thousands, except share amounts, unless otherwise noted.
Arch Capital Group Ltd. (“ACGL” and, together with its subsidiaries, “we” or “us”) is a Bermuda public limited liability company with approximately $11.04 billion in capital at September 30, 2017 and, through operations in Bermuda, the United States, Europe, Canada and Australia, writes insurance, reinsurance and mortgage insurance on a worldwide basis.
CURRENT OUTLOOK

The broad property casualty insurance market environment continues to be competitive in our business, consistent with our view in prior quarters, reflecting slight deterioration in rates across certain sectors. As in prior quarters, this has led to flat or lower writings in certain property casualty lines in the 2017 third quarter. However, with the continued low interest rate environment, additional price increases are needed in many lines in order for us to achieve our return requirements. Recent catastrophic loss activity, including Hurricanes Harvey, Irma and Maria and the California wildfires, may result in improvements in rates and provide opportunities for growth. Our underwriting teams continue to execute a disciplined strategy by emphasizing small and medium-sized accounts over large accounts and by utilizing reinsurance purchases to reduce volatility on large account, high capacity business.
Our mortgage segment continues to experience favorable market conditions. The mortgage segment includes our U.S. primary mortgage insurance operations, international mortgage insurance and reinsurance operations as well as government sponsored enterprise (“GSE”) credit-risk sharing transactions. On December 31, 2016, we completed the acquisition of United Guaranty Corporation, a North Carolina corporation (“UGC”) from American International Group, Inc. (“AIG”). The acquisition of UGC expanded our U.S. primary mortgage insurance operations by combining UGC’s position as the market leader in the U.S. private mortgage insurance industry with Arch’s financial strength and history of innovation. On July 1, 2017, we completed our previously announced
 
acquisition of AIG United Guaranty Insurance (Asia) Limited from AIG (renamed “Arch MI Asia Limited”).
We insure mortgages for homes in areas that have been impacted by catastrophic events, such as Hurricanes Harvey and Irma and the California wildfires. We anticipate that we will experience an increase in delinquency notices on insured loans impacted by such events, principally in the 2017 fourth quarter. 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. The 2017 third quarter results do not include a reserve for claims associated with future notices not yet reported as, in accordance with GAAP, no reserves are recorded until we are notified of the delinquencies. Management anticipates that subsequent quarters may experience some loss activity from the impacted areas, but does not expect this to be material.
Our objective is to achieve an average operating return on average equity of 15% or greater over the insurance cycle, which we believe to be an attractive return to our common shareholders given the risks we assume. We continue to look for opportunities to find acceptable books of business to underwrite without sacrificing underwriting discipline and continue to write a portion of our overall book in catastrophe-exposed business which has the potential to increase the volatility of our operating results.
Changing economic conditions could have a material impact on the frequency and severity of claims and, therefore, could negatively impact our underwriting returns. In addition, volatility in the financial markets could continue to significantly affect our investment returns, reported results and shareholders’ equity. We consider the potential impact of economic trends in the estimation process for establishing unpaid losses and loss adjustment expenses and in determining our investment strategies. In addition, weakness of the U.S., European countries and other key economies, projected budget deficits for the U.S., European countries and other governments and the consequences associated with potential downgrades of securities of the U.S., European countries and other governments by credit rating agencies is inherently unpredictable and could have a material adverse effect on financial markets and economic conditions in the U.S. and

 
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throughout the world. In turn, this could have a material adverse effect on our business, financial condition and results of operations and, in particular, this could have a material adverse effect on the value and liquidity of securities in our investment portfolio.
NATURAL CATASTROPHE RISK

We monitor our natural catastrophe risk globally for all perils and regions, in each case, where we believe there is significant exposure. 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. Currently, we seek to limit our 1-in-250 year return period net probable maximum pre-tax loss from a severe catastrophic event in any geographic zone to approximately 25% of total shareholders’ equity available to Arch. We reserve the right to change this threshold at any time.
Based on in-force exposure estimated as of October 1, 2017, our modeled peak zone catastrophe exposure was a windstorm affecting the Northeastern U.S., with a net probable maximum pre-tax loss of $493 million, followed by windstorms affecting the Gulf of Mexico and Florida Tri-County regions with net probable maximum pre-tax losses of $442 million and $383 million, respectively. Our exposures to other perils, such as U.S. earthquake and international events, were less than the exposures arising from U.S. windstorms and hurricanes. As of October 1, 2017, our modeled peak zone earthquake exposure (Los Angeles earthquake) represented approximately 60% of our peak zone catastrophe exposure, and our modeled peak zone international exposure (Japan earthquake) was substantially less than both our peak zone windstorm and earthquake exposures.
Net probable maximum pre-tax loss estimates are net of expected reinsurance recoveries, before income tax and before excess reinsurance reinstatement premiums. 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 loss estimates include clash estimates from other zones. The loss estimates shown above 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 a net loss greater than 25% of total shareholders’ equity available to Arch from one or more catastrophic 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. Actual losses may also 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 “Risk Factors—Risks Relating to Our Industry” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Natural and Man-Made Catastrophic Events” in our 2016 Form 10-K.
FINANCIAL MEASURES

Management uses the following three key financial indicators in evaluating our performance and measuring the overall growth in value generated for ACGL’s common shareholders:
Book Value per Common Share
Book value per common share represents total common shareholders’ equity available to Arch divided by the number of common shares outstanding. Management uses growth in book value per common share as a key measure of the value generated for our common shareholders each period and believes that book value per common share is the key driver of ACGL’s share price over time. Book value per common 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 common share depending on the purchase price.
Book value per common share was $59.61 at September 30, 2017, compared to $59.60 at June 30, 2017 and $53.30 at September 30, 2016. The 11.8% increase over the trailing twelve months reflected strong investment and underwriting results, albeit impacted by the 2017 third quarter catastrophic event activity.
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 the average of beginning and ending common shareholders’ equity available to Arch during the period. After-tax operating income available to Arch common shareholders, a non-GAAP financial measure as defined in Regulation G, represents net income available to Arch common shareholders, excluding net realized gains or losses, net impairment losses recognized in earnings, equity in net income or loss of investment funds accounted for using the equity method, net foreign exchange gains or losses, UGC transaction costs and other, loss on repurchase of preferred shares and income taxes. Management uses Operating ROAE as a key measure of the return generated to common shareholders. See “Comment on Non-GAAP Financial Measures.”
Our Operating ROAE was (5.3)% for the 2017 third quarter, compared to 9.3% for the 2016 third quarter, and 4.4% for the nine months ended September 30, 2017, compared to 9.4% for

 
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the 2016 period. The 2017 returns reflect the high level of catastrophic loss activity in the 2017 third quarter, partially offset by strong mortgage insurance underwriting performance and favorable investment returns.
Total Return on Investments
Total return on investments includes investment income, equity in net income or loss of investment funds accounted for using the equity method, net realized gains and losses and the change in unrealized gains and losses generated by Arch’s investment portfolio. Total return is calculated on a pre-tax basis and before investment expenses, excludes amounts reflected in the ‘other’ segment, 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. The following table summarizes our total return compared to the benchmark return against which we measured our portfolio during the periods. See “Comment on Non-GAAP Financial Measures.”
 
Arch
Portfolio
 
Benchmark
Return
2017 Third Quarter
1.60
%
 
1.24
%
2016 Third Quarter
0.88
%
 
0.83
%
 
 
 
 
Nine Months Ended September 30, 2017
5.05
%
 
4.33
%
Nine Months Ended September 30, 2016
4.03
%
 
4.43
%
Excluding the effects of foreign exchange, total return was 1.26% for the 2017 third quarter and 4.24% for the nine months ended September 30, 2017, reflecting strong returns on equity and alternative strategies. Total return for the 2017 third quarter reflected the weakening of the U.S. Dollar against the Euro, British Pound Sterling and other major currencies on non-U.S. Dollar denominated investments.
 
The benchmark return index included weightings to the following indices, which are primarily from The Bank of America Merrill Lynch (“BoAML”):
 
%
BoAML 1-10 Year U.S. Corporate & All Yankees, A - AAA Rated Index
20.00
%
BoAML 1-10 Year U.S. Municipal Securities Index
17.00

BoAML 1-5 Year U.S. Treasury Index
13.00

BoAML 3-5 Year Fixed Rate Asset Backed Securities Index
7.00

BoAML 5-10 Year U.S. Treasury Index
5.00

Barclays CMBS Inv. Grade, AAA Rated Index
5.00

MSCI All Country World Gross Total Return Index
5.00

BoAML German Government Index
4.50

BoAML U.S. Mortgage Backed Securities Index
4.00

BoAML 1-5 Year U.K. Gilt Index
3.00

Hedge Fund Research HFRX Fixed Income Credit Index
2.50

Hedge Fund Research HFRX Equal Weighted Strategies
2.50

BoAML U.S. High Yield Constrained Index
2.50

BoAML 1-5 Year Australian Governments Index
2.50

S&P Leveraged Loan Index
2.50

BoAML 0-3 Month U.S. Treasury Bill Index
2.00

BoAML 1-5 Year Canada Government Index
1.50

BoAML 20+ Year Canada Government Index
0.50

Total
100.00
%
The benchmark return index is a customized combination of indices intended to approximate a target portfolio by asset mix and average credit quality while also matching the approximate estimated duration and currency mix of our insurance and reinsurance liabilities. Although the estimated 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 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. The index is intended solely to provide, unlike many master indices that change based on the size of their constituent indices, a relatively stable basket of investable indices. At September 30, 2017, the benchmark return index had an average credit quality of “Aa2” by Moody’s Investors Service (“Moody’s”), and an estimated duration of 3.55 years.

 
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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, net impairment losses recognized in earnings, equity in net income or loss of investment funds accounted for using the equity method, net foreign exchange gains or losses, UGC transaction costs and other, loss on redemption of preferred shares and income taxes, 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 return on average common equity (the most directly comparable GAAP financial measures) in accordance with Regulation G is included under “Results of Operations” below. 
We believe that net realized gains or losses, net impairment losses recognized in earnings, equity in net income or loss of investment funds accounted for using the equity method, net foreign exchange gains or losses, UGC transaction costs and other and loss on repurchase of preferred shares in any particular period are not indicative of the performance of, or trends in, our business. Although net realized gains or losses, net impairment losses recognized in earnings, equity in net income or loss of investment funds accounted for using the equity method and net foreign exchange gains or losses are an integral part of our operations, the decision to realize investment gains or losses, the recognition of the change in the carrying value of investments accounted for using the fair value option in net realized gains or losses, the recognition of net impairment losses, the recognition of equity in net income or loss of investment funds accounted for using the equity method and the recognition of foreign exchange gains or losses 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, net impairment losses recognized in earnings on our investments represent other-than-temporary declines in expected recovery values on securities without actual realization. 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 fixed maturity securities and the timing of the recognition of equity in net income or loss of investment funds accounted for using the equity method may differ from gains or losses in the future upon sale or maturity of such investments. UGC transaction costs and other include advisory, financing, legal, severance, incentive compensation and other transaction costs related to the UGC acquisition. The Company believes that UGC transaction costs and other, due to their non-recurring nature, are not indicative of the performance of, or trends in, the Company’s business performance. The loss on redemption of preferred shares related to the redemption of our Series C preferred shares in September 2017 and had no impact on shareholders' equity or cash flows. Due to these reasons, we exclude net realized gains or losses, net impairment losses recognized in earnings, equity in net income or loss of investment funds accounted for using the equity method, net foreign exchange gains or losses, UGC transaction costs and other and loss on redemption of preferred shares from the calculation of after-tax operating income available to Arch common shareholders. 
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 which 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 and a subtotal of underwriting income or loss before the contribution from the ‘other’ segment. 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 items included in our corporate (non-underwriting) segment. While these measures are presented in Note 5, “Segment Information,” of the notes accompanying our consolidated financial statements, they are considered non-GAAP financial measures when presented elsewhere on a consolidated basis. The

 
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reconciliations of underwriting income or loss to income before income taxes (the most directly comparable GAAP financial measure) on a consolidated basis and a subtotal before the contribution from the ‘other’ segment, in accordance with Regulation G, is shown in Note 5, “Segment Information” of the notes accompanying our consolidated financial statements.

We measure segment performance for our three underwriting segments based on underwriting income or loss. We do not manage our assets by underwriting segment and, accordingly, investment income and other non-underwriting related items are not allocated to each underwriting segment. For the ‘other’ segment, performance is measured based on net income or loss.
Along with consolidated underwriting income, we provide a subtotal of underwriting income or loss before the contribution from the ‘other’ segment. Pursuant to generally accepted accounting principles, Watford Re is considered a variable interest entity and we concluded that we are the primary beneficiary of Watford Re. As such, we consolidate the results of Watford Re in our consolidated financial statements, although we only own approximately 11% of Watford Re’s common equity. Watford Re has its own management and board of directors that is responsible for its overall profitability. In addition, we do not guarantee or provide credit support for Watford Re. Since Watford Re is an independent company, the assets of Watford Re can be used only to settle obligations of Watford Re and Watford Re is solely responsible for its own liabilities and commitments. Our financial exposure to Watford Re is limited to our investment in Watford Re’s common and preferred shares and counterparty credit risk (mitigated by collateral) arising from the reinsurance transactions. We believe that presenting certain information excluding the ‘other’ segment enables investors and other users of our financial information to analyze our performance in a manner similar to how our management analyzes performance

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.
Total return on investments includes investment income, equity in net income or loss of investment funds accounted for using the equity method, net realized gains and losses and the change in unrealized gains and losses generated by Arch’s investment portfolio. Total return is calculated on a pre-tax basis and before investment expenses, excludes amounts reflected in the ‘other’ segment, 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. Each line item reflects the impact of our approximate 11% ownership of Watford Re’s common equity.
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Net income (loss) available to Arch common shareholders
$
(52,760
)
 
$
247,388

 
$
362,967

 
$
602,272

Net realized (gains) losses
(64,344
)
 
(99,159
)
 
(111,930
)
 
(175,558
)
Net impairment losses recognized in earnings
1,878

 
3,867

 
5,415

 
16,849

Equity in net (income) loss of investment funds accounted for using the equity method
(31,090
)
 
(16,662
)
 
(111,884
)
 
(32,054
)
Net foreign exchange (gains) losses
27,811

 
4,054

 
85,619

 
3,560

UGC transaction costs and other
2,990

 
7,142

 
21,249

 
7,142

Loss on redemption of preferred shares
6,735

 

 
6,735

 

Income tax expense (benefit) (1)
1,647

 
2,970

 
1,580

 
13,705

After-tax operating income (loss) available to Arch common shareholders
$
(107,133
)
 
$
149,600

 
$
259,751

 
$
435,916

 
 
 
 
 
 
 
 
Beginning common shareholders’ equity
$
8,126,332

 
$
6,340,583

 
$
7,481,163

 
$
5,841,542

Ending common shareholders’ equity
8,138,589

 
6,538,983

 
8,138,589

 
6,538,983

Average common shareholders’ equity
$
8,132,461

 
$
6,439,783

 
$
7,809,876

 
$
6,190,263

 
 
 
 
 
 
 
 
Annualized return on average common equity %
(2.6
)
 
15.4

 
6.2

 
13.0

Annualized operating return on average
common equity %
(5.3
)
 
9.3

 
4.4

 
9.4

(1)
Income tax on net realized gains or losses, net impairment losses recognized in earnings, equity in net income or loss of investment funds accounted for using the equity method, net foreign exchange gains or losses, UGC transaction costs and other and loss on redemption of preferred shares reflects the relative mix reported by jurisdiction and the varying tax rates in each jurisdiction.

 
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Segment Information
We classify our businesses into three underwriting segments — insurance, reinsurance and mortgage — and two other operating segments — corporate (non-underwriting) and ‘other.’ 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 Chairman and Chief Executive Officer, the President and Chief Operating Officer, and the Chief Financial Officer of ACGL. 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:
 
Three Months Ended September 30,
 
2017
 
2016
 
% Change
Gross premiums written
$
787,447

 
$
758,934

 
3.8

Premiums ceded
(222,516
)
 
(217,446
)
 
 
Net premiums written
564,931

 
541,488

 
4.3

Change in unearned premiums
(29,766
)
 
(22,410
)
 
 
Net premiums earned
535,165

 
519,078

 
3.1

Losses and loss adjustment expenses
(568,795
)
 
(332,845
)
 
 

Acquisition expenses
(82,638
)
 
(77,146
)
 
 

Other operating expenses
(90,875
)
 
(86,613
)
 
 

Underwriting income (loss)
$
(207,143
)
 
$
22,474

 
(1,021.7
)
 
 
 
 
 
 
Underwriting Ratios
 

 
 

 
% Point
Change
Loss ratio
106.3
%
 
64.1
%
 
42.2

Acquisition expense ratio
15.4
%
 
14.9
%
 
0.5

Other operating expense ratio
17.0
%
 
16.7
%
 
0.3

Combined ratio
138.7
%
 
95.7
%
 
43.0

 
 
Nine Months Ended September 30,
 
2017
 
2016
 
% Change
Gross premiums written
$
2,313,630

 
$
2,319,530

 
(0.3
)
Premiums ceded
(704,057
)
 
(713,110
)
 
 
Net premiums written
1,609,573

 
1,606,420

 
0.2

Change in unearned premiums
(51,188
)
 
(46,603
)
 
 
Net premiums earned
1,558,385

 
1,559,817

 
(0.1
)
Losses and loss adjustment expenses
(1,252,375
)
 
(1,011,087
)
 
 
Acquisition expenses
(236,378
)
 
(228,806
)
 
 
Other operating expenses
(271,268
)
 
(263,111
)
 
 
Underwriting income (loss)
$
(201,636
)
 
$
56,813

 
(454.9
)
 
 
 
 
 
 
Underwriting Ratios
 
 
 
 
% Point
Change
Loss ratio
80.4
%
 
64.8
%
 
15.6

Acquisition expense ratio
15.2
%
 
14.7
%
 
0.5

Other operating expense ratio
17.4
%
 
16.9
%
 
0.5

Combined ratio
113.0
%
 
96.4
%
 
16.6

The insurance segment consists of our insurance underwriting units which offer specialty product lines on a worldwide basis. Product lines include:
Construction and national accounts: primary and excess casualty coverages to middle and large accounts in the construction industry and a wide range of products for middle and large national accounts, specializing in loss sensitive primary casualty insurance programs (including large deductible, self-insured retention and retrospectively rated programs).
Excess and surplus casualty: primary and excess casualty insurance coverages, including middle market energy business, and contract binding, which primarily provides casualty coverage through a network of appointed agents to small and medium risks.
Lenders products: collateral protection, debt cancellation and service contract reimbursement products to banks, credit unions, automotive dealerships and original equipment manufacturers and other specialty programs that pertain to automotive lending and leasing.
Professional lines: directors’ and officers’ liability, errors and omissions liability, employment practices liability, fiduciary liability, crime, professional indemnity and other financial related coverages for corporate, private equity, venture capital, real estate investment trust, limited partnership, financial institution and not-for-profit clients of all sizes and medical professional and general liability insurance coverages for the healthcare industry. The business is predominately written on a claims-made basis.
Programs: primarily package policies, underwriting workers’ compensation and umbrella liability business in support of desirable package programs, targeting program

 
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managers with unique expertise and niche products offering general liability, commercial automobile, inland marine and property business with minimal catastrophe exposure.
Property, energy, marine and aviation: primary and excess general property insurance coverages, including catastrophe-exposed property coverage, for commercial clients. Coverages for marine include hull, war, specie and liability. Aviation and stand alone terrorism are also offered.
Travel, accident and health: specialty travel and accident and related insurance products for individual, group travelers, travel agents and suppliers, as well as accident and health, which provides accident, disability and medical plan insurance coverages for employer groups, medical plan members, students and other participant groups.
Other: includes alternative market risks (including captive insurance programs), excess workers’ compensation and employer’s liability insurance coverages for qualified self-insured groups, associations and trusts, and contract and commercial surety coverages, including contract bonds (payment and performance bonds) primarily for medium and large contractors and commercial surety bonds for Fortune 1,000 companies and smaller transaction business programs.
Premiums Written.
The following table sets forth our insurance segment’s net premiums written by major line of business:
 
Three Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Professional lines
$
120,509

 
21.3

 
$
119,198

 
22.0

Programs
109,805

 
19.4

 
91,165

 
16.8

Construction and national accounts
66,053

 
11.7

 
65,105

 
12.0

Travel, accident and health
71,386

 
12.6

 
63,453

 
11.7

Excess and surplus casualty
43,853

 
7.8

 
54,075

 
10.0

Property, energy, marine and aviation
48,396

 
8.6

 
42,092

 
7.8

Lenders products
25,732

 
4.6

 
28,633

 
5.3

Other
79,197

 
14.0

 
77,767

 
14.4

Total
$
564,931

 
100.0

 
$
541,488

 
100.0

2017 Third Quarter versus 2016 Third Quarter. Gross premiums written by the insurance segment in the 2017 third quarter were 3.8% higher than in the 2016 third quarter, while net premiums written were 4.3% higher than in the 2016 third quarter. The increase in net premiums written reflected growth in program business, due to the continued effects of two newer programs, and in travel business. Such amounts were partially offset by a decrease in excess and surplus casualty business which reflected a lower level of project-related premiums, primarily due to the fact that the 2016 period included a
 
significant amount of premium from one large construction project, along with a targeted reduction in certain exposures.
 
Nine Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Professional lines
$
339,761

 
21.1

 
$
336,184

 
20.9

Programs
303,190

 
18.8

 
256,369

 
16.0

Construction and national accounts
239,504

 
14.9

 
254,839

 
15.9

Travel, accident and health
189,604

 
11.8

 
175,172

 
10.9

Excess and surplus casualty
134,907

 
8.4

 
168,144

 
10.5

Property, energy, marine and aviation
134,531

 
8.4

 
142,261

 
8.9

Lenders products
71,896

 
4.5

 
78,671

 
4.9

Other
196,180

 
12.2

 
194,780

 
12.1

Total
$
1,609,573

 
100.0

 
$
1,606,420

 
100.0

Nine Months Ended September 30, 2017 versus 2016 period. Gross premiums written by the insurance segment for the nine months ended September 30, 2017 were 0.3% lower than in the 2016 period, while net premiums written were 0.2% higher than in the 2016 period. The change in net premiums written largely reflected our response to weaker market conditions, with reductions in excess and surplus casualty, construction and property lines, partially offset by growth in programs and travel, accident and health. The lower level of excess and surplus casualty reflected a targeted reduction in certain exposures, increased use of reinsurance and other factors while the decrease in construction premiums reflected non-renewals as well as lower audit and project premiums. The reduction in property lines reflected continued weak market conditions. Growth in program business primarily reflected the continued impact of two newer programs while the increase in travel, accident and health reflected continued expansion in existing travel accounts.


 
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Net Premiums Earned.
The following tables set forth our insurance segment’s net premiums earned by major line of business:
 
Three Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Professional lines
$
113,146

 
21.1

 
$
110,614

 
21.3

Programs
94,353

 
17.6

 
84,889

 
16.4

Construction and national accounts
77,779

 
14.5

 
80,090

 
15.4

Travel, accident and health
66,136

 
12.4

 
57,097

 
11.0

Excess and surplus casualty
47,852

 
8.9

 
54,687

 
10.5

Property, energy, marine and aviation
46,906

 
8.8

 
45,304

 
8.7

Lenders products
23,499

 
4.4

 
25,090

 
4.8

Other
65,494

 
12.2

 
61,307

 
11.8

Total
$
535,165

 
100.0

 
$
519,078

 
100.0

 
Nine Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Professional lines
$
330,159

 
21.2

 
$
324,114

 
20.8

Programs
267,115

 
17.1

 
273,985

 
17.6

Construction and national accounts
236,050

 
15.1

 
241,547

 
15.5

Travel, accident and health
188,053

 
12.1

 
164,463

 
10.5

Excess and surplus casualty
147,709

 
9.5

 
166,807

 
10.7

Property, energy, marine and aviation
126,407

 
8.1

 
141,417

 
9.1

Lenders products
72,160

 
4.6

 
72,499

 
4.6

Other
190,732

 
12.2

 
174,985

 
11.2

Total
$
1,558,385

 
100.0

 
$
1,559,817

 
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 reflect changes in net premiums written over the previous five quarters. Net premiums earned in the 2017 third quarter were 3.1% higher than in the 2016 third quarter, and 0.1% lower for the nine months ended September 30, 2017 than in the 2016 period.
Losses and Loss Adjustment Expenses.
The table below shows the components of the insurance segment’s loss ratio:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Current year
106.9
 %
 
66.7
 %
 
80.9
 %
 
66.4
 %
Prior period reserve development
(0.6
)%
 
(2.6
)%
 
(0.5
)%
 
(1.6
)%
Loss ratio
106.3
 %
 
64.1
 %
 
80.4
 %
 
64.8
 %
 
Current Year Loss Ratio.
The insurance segment’s current year loss ratio in the 2017 third quarter was 40.2 points higher than in the 2016 third quarter and reflected 40.1 points of current year catastrophic activity, primarily related to Hurricanes Harvey, Irma and Maria, compared to 0.3 points in the 2016 third quarter. The insurance segment’s current year loss ratio for the nine months ended September 30, 2017 was 14.5 points higher than in the 2016 period and reflected 14.5 points of current year catastrophic activity, compared to 1.5 points in the 2016 period. The current year loss ratios for the 2017 periods reflected changes in the mix of business and loss cost trends.
Prior Period Reserve Development.
The insurance segment’s net favorable development was $3.0 million, or 0.6 points, for the 2017 third quarter, compared to $13.7 million, or 2.6 points, for the 2016 third quarter, and $7.2 million, or 0.5 points, for the nine months ended September 30, 2017, compared to $24.8 million, or 1.6 points, for the 2016 period. See note 6, “Reserve for Losses and Loss Adjustment Expenses,” of the notes accompanying our consolidated financial statements for information about the insurance segment’s prior year reserve development.
Underwriting Expenses.
2017 Third Quarter versus 2016 Third Quarter: The insurance segment’s underwriting expense ratio was 32.4% in the 2017 third quarter, compared to 31.6% in the 2016 third quarter. The comparison of the underwriting expense ratios reflects changes in the level of reinsurance ceded on a quota share basis and changes in the mix of business.
Nine Months Ended September 30, 2017 versus 2016 period: The insurance segment’s underwriting expense ratio was 32.6% for the nine months ended September 30, 2017, compared to 31.6% for the 2016 period. The comparison of the underwriting expense ratios reflects changes in the level of reinsurance ceded on a quota share basis and changes in the mix of business.

 
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Reinsurance Segment 
The following tables set forth our reinsurance segment’s underwriting results:
 
Three Months Ended September 30,
 
2017
 
2016
 
% Change
Gross premiums written
$
422,083

 
$
324,361

 
30.1

Premiums ceded
(105,389
)
 
(89,551
)
 
 
Net premiums written
316,694

 
234,810

 
34.9

Change in unearned premiums
6,879

 
17,117

 
 
Net premiums earned
323,573

 
251,927

 
28.4

Other underwriting income
1,728

 
2,216

 
 

Losses and loss adjustment expenses
(318,609
)
 
(105,924
)
 
 

Acquisition expenses
(57,340
)
 
(50,192
)
 
 

Other operating expenses
(36,214
)
 
(35,389
)
 
 

Underwriting income (loss)
$
(86,862
)
 
$
62,638

 
(238.7
)
 
 
 
 
 
 
Underwriting Ratios
 
 
 
 
% Point
Change
Loss ratio
98.5
%
 
42.0
%
 
56.5

Acquisition expense ratio
17.7
%
 
19.9
%
 
(2.2
)
Other operating expense ratio
11.2
%
 
14.0
%
 
(2.8
)
Combined ratio
127.4
%
 
75.9
%
 
51.5

 
Nine Months Ended September 30,
 
2017
 
2016
 
% Change
Gross premiums written
$
1,351,051

 
$
1,217,804

 
10.9

Premiums ceded
(386,743
)
 
(370,068
)
 
 
Net premiums written
964,308

 
847,736

 
13.8

Change in unearned premiums
(81,182
)
 
(43,345
)
 
 
Net premiums earned
883,126

 
804,391

 
9.8

Other underwriting income
1,143

 
22,659

 
 

Losses and loss adjustment expenses
(631,669
)
 
(363,613
)
 
 

Acquisition expenses
(154,638
)
 
(160,706
)
 
 

Other operating expenses
(110,458
)
 
(108,561
)
 
 

Underwriting income (loss)
$
(12,496
)
 
$
194,170

 
(106.4
)
 
 
 
 
 
 
Underwriting Ratios
 
 
 
 
% Point
Change
Loss ratio
71.5
%
 
45.2
%
 
26.3

Acquisition expense ratio
17.5
%
 
20.0
%
 
(2.5
)
Other operating expense ratio
12.5
%
 
13.5
%
 
(1.0
)
Combined ratio
101.5
%
 
78.7
%
 
22.8

The reinsurance segment consists of our reinsurance underwriting units which offer specialty product lines on a worldwide basis. Product lines include:
Casualty: provides coverage to ceding company clients on third party liability and workers’ compensation exposures from ceding company clients, primarily on a treaty basis. Exposures include, among others, executive assurance, professional liability, workers’ compensation, excess and umbrella liability, excess motor and healthcare business.
 
Marine and aviation: provides coverage for energy, hull, cargo, specie, liability and transit, and aviation business, including airline and general aviation risks. Business written may also include space business, which includes coverages for satellite assembly, launch and operation for commercial space programs.
Other specialty: provides coverage to ceding company clients for proportional motor and other lines including surety, accident and health, workers’ compensation catastrophe, agriculture, trade credit and political risk.
Property catastrophe: provides protection for most catastrophic losses that are covered in the underlying policies written by reinsureds, including hurricane, earthquake, flood, tornado, hail and fire, and coverage for other perils on a case-by-case basis. Property catastrophe reinsurance provides coverage on an excess of loss basis when aggregate losses and loss adjustment expense from a single occurrence of a covered peril exceed the retention specified in the contract.
Property excluding property catastrophe: provides coverage for both personal lines and commercial property exposures and principally covers buildings, structures, equipment and contents. The primary perils in this business include fire, explosion, collapse, riot, vandalism, wind, tornado, flood and earthquake. Business is assumed on both a proportional and excess of loss basis. In addition, facultative business is written which focuses on commercial property risks on an excess of loss basis.
Other. includes life reinsurance business on both a proportional and non-proportional basis, casualty clash business and, in limited instances, non-traditional business which is intended to provide insurers with risk management solutions that complement traditional reinsurance.

 
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Premiums Written.
The following table sets forth our reinsurance segment’s net premiums written by major line of business:
 
Three Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Other specialty
$
101,400

 
32.0

 
$
74,169

 
31.6

Casualty
113,446

 
35.8

 
59,242

 
25.2

Property excluding property catastrophe
63,943

 
20.2

 
70,733

 
30.1

Property catastrophe
28,123

 
8.9

 
19,793

 
8.4

Marine and aviation
2,037

 
0.6

 
5,435

 
2.3

Other
7,745

 
2.4

 
5,438

 
2.3

Total
$
316,694

 
100.0

 
$
234,810

 
100.0

 
 
 
 
 
 
 
 
Pro rata
$
206,948

 
65.3

 
$
147,280

 
62.7

Excess of loss
109,746

 
34.7

 
87,530

 
37.3

Total
$
316,694

 
100.0

 
$
234,810

 
100.0

2017 Third Quarter versus 2016 Third Quarter. Gross premiums written by the reinsurance segment in the 2017 third quarter were 30.1% higher than in the 2016 third quarter, while net premiums written were 34.9% higher than in the 2016 third quarter. Gross and net premiums written for the 2017 third quarter reflected an increase of $45.4 million in casualty business related to a retroactive reinsurance contract which was substantially earned in the period and resulted in a corresponding increase to losses and loss adjustment expenses. In addition, reinstatement premiums related to Hurricanes Harvey, Irma and Maria contributed $25.0 million to gross premiums written and $15.8 million to net premiums written in the 2017 third quarter. The increase in net premiums written in the 2017 third quarter also reflected growth in other specialty business, primarily in international motor quota share contracts.
 
Nine Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Other specialty
$
371,146

 
38.5

 
$
288,932

 
34.1

Casualty
287,120

 
29.8

 
247,280

 
29.2

Property excluding property catastrophe
208,445

 
21.6

 
214,287

 
25.3

Property catastrophe
57,773

 
6.0

 
59,269

 
7.0

Marine and aviation
20,510

 
2.1

 
24,438

 
2.9

Other
19,314

 
2.0

 
13,530

 
1.6

Total
$
964,308

 
100.0

 
$
847,736

 
100.0

 
 
 
 
 
 
 
 
Pro rata
$
536,857

 
55.7

 
$
405,720

 
47.9

Excess of loss
427,451

 
44.3

 
442,016

 
52.1

Total
$
964,308

 
100.0

 
$
847,736

 
100.0

Nine Months Ended September 30, 2017 versus 2016 period. Gross premiums written by the reinsurance segment for the nine months ended September 30, 2017 were 10.9% higher than in the 2016 period, while net premiums written were 13.8% higher than in the 2016 period. Gross and net premiums written for the
 
nine months ended September 30, 2017 reflected the casualty retroactive reinsurance contract from the 2017 third quarter noted above and reinstatement premiums from Hurricanes Harvey, Irma and Maria. Gross and net premiums written in both periods also reflected an increase in other specialty business related to certain other retroactive reinsurance contracts written in the second quarter of each period. In addition to the retroactive reinsurance contracts noted above, the increase in net premiums written in the nine months ended September 30, 2017 reflected growth in other specialty business, primarily in international motor quota share contracts.
Net Premiums Earned.
The following tables set forth our reinsurance segment’s net premiums earned by major line of business:
 
Three Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Other specialty
$
96,090

 
29.7

 
$
76,686

 
30.4

Casualty
117,255

 
36.2

 
69,414

 
27.6

Property excluding property catastrophe
65,049

 
20.1

 
72,550

 
28.8

Property catastrophe
30,039

 
9.3

 
17,582

 
7.0

Marine and aviation
6,801

 
2.1

 
10,336

 
4.1

Other
8,339

 
2.6

 
5,359

 
2.1

Total
$
323,573

 
100.0

 
$
251,927

 
100.0

 
 
 
 
 
 
 
 
Pro rata
$
188,874

 
58.4

 
$
132,649

 
52.7

Excess of loss
134,699

 
41.6

 
119,278

 
47.3

Total
$
323,573

 
100.0

 
$
251,927

 
100.0

 
Nine Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Other specialty
$
307,620

 
34.8

 
$
260,428

 
32.4

Casualty
270,126

 
30.6

 
225,624

 
28.0

Property excluding property catastrophe
197,785

 
22.4

 
209,990

 
26.1

Property catastrophe
61,975

 
7.0

 
55,358

 
6.9

Marine and aviation
26,277

 
3.0

 
40,773

 
5.1

Other
19,343

 
2.2

 
12,218

 
1.5

Total
$
883,126

 
100.0

 
$
804,391

 
100.0

 
 
 
 
 
 
 
 
Pro rata
$
503,954

 
57.1

 
$
426,275

 
53.0

Excess of loss
379,172

 
42.9

 
378,116

 
47.0

Total
$
883,126

 
100.0

 
$
804,391

 
100.0

Net 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. For the 2017 third quarter, net premiums earned were 28.4% higher than in the 2016 third quarter, and reflect the retroactive reinsurance contract and reinstatement premium impacts discussed above as well as in net premiums written over the previous five quarters. Net premiums earned for the nine months ended September 30, 2017 were 9.8% higher than in the 2016 period.

 
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Other Underwriting Income (Loss).
Other underwriting income (loss) for the 2017 third quarter and nine months ended September 30, 2017 was $1.7 million, compared to $2.2 million for the 2016 third quarter, and $1.1 million for the nine months ended September 30, 2017, compared to $22.7 million for the 2016 period. The 2016 year-to-date period included $19.1 million related to a contract which was commuted during the 2016 second quarter. This contract had been reflected as a deposit accounting liability (i.e., a contract that, in accordance with GAAP, does not pass risk transfer) prior to the commutation.
Losses and Loss Adjustment Expenses.
The table below shows the components of the reinsurance segment’s loss ratio:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Current year
109.8
 %
 
65.6
 %
 
86.6
 %
 
67.2
 %
Prior period reserve development
(11.3
)%
 
(23.6
)%
 
(15.1
)%
 
(22.0
)%
Loss ratio
98.5
 %
 
42.0
 %
 
71.5
 %
 
45.2
 %
Current Year Loss Ratio.
The reinsurance segment’s current year loss ratio in the 2017 third quarter was 44.2 points higher than in the 2016 third quarter and reflected 46.3 points of current year catastrophic activity, primarily related to Hurricanes Harvey, Irma and Maria, compared to 4.1 points in the 2016 third quarter. The reinsurance segment’s current year loss ratio for the nine months ended September 30, 2017 was 19.4 points higher than in the 2016 period and reflected 20.0 points of current year catastrophic activity, compared to 3.9 points in the 2016 period. The balance of the change in the 2017 current year loss ratios resulted, in part, from the effects of market conditions and changes in the mix of business.
Prior Period Reserve Development.
The reinsurance segment’s net favorable development was $36.5 million, or 11.3 points, for the 2017 third quarter, compared to $59.5 million, or 23.6 points, for the 2016 third quarter, and $133.3 million, or 15.1 points, for the nine months ended September 30, 2017, compared to $176.7 million, or 22.0 points, for the 2016 period. See note 6, “Reserve for Losses and Loss Adjustment Expenses,” of the notes accompanying our consolidated financial statements for information about the reinsurance segment’s prior year reserve development.
Underwriting Expenses.
2017 Third Quarter versus 2016 Third Quarter: The underwriting expense ratio for the reinsurance segment was 28.9% in the 2017 third quarter, compared to 33.9% in the 2016
 
third quarter. The retroactive reinsurance contract noted above improved the reported 2017 third quarter underwriting expense ratio by 4.1 points. The comparison of the underwriting expense ratios also reflected changes in the mix and type of business and a higher level of net premiums earned in the 2017 third quarter.
Nine Months Ended September 30, 2017 versus 2016 period: The underwriting expense ratio for the reinsurance segment was 30.0% for the nine months ended September 30, 2017, compared to 33.5% for the 2016 period. The comparison of the underwriting expense ratios primarily reflected changes in the mix and type of business.
Mortgage Segment 
The following tables set forth our mortgage segment’s underwriting results. On December 31, 2016, we completed the acquisition of UGC. As such, the 2017 results reflect the combination of Arch and UGC while the 2016 periods do not reflect UGC activity.
 
Three Months Ended September 30,
 
2017
 
2016
 
% Change
Gross premiums written
$
347,951

 
$
131,726

 
164.1

Premiums ceded
(57,900
)
 
(51,182
)
 
 
Net premiums written
290,051

 
80,544

 
260.1

Change in unearned premiums
(15,533
)
 
(3,582
)
 
 
Net premiums earned
274,518

 
76,962

 
256.7

Other underwriting income
3,599

 
4,740

 
 

Losses and loss adjustment expenses
(35,156
)
 
(11,107
)
 
 

Acquisition expenses
(21,803
)
 
(5,190
)
 
 

Other operating expenses
(34,770
)
 
(24,249
)
 
 

Underwriting income
$
186,388

 
$
41,156

 
352.9

 
 
 
 
 
 
Underwriting Ratios
 

 
 

 
% Point
Change
Loss ratio
12.8
%
 
14.4
%
 
(1.6
)
Acquisition expense ratio
7.9
%
 
6.7
%
 
1.2

Other operating expense ratio
12.7
%
 
31.5
%
 
(18.8
)
Combined ratio
33.4
%
 
52.6
%
 
(19.2
)

 
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Nine Months Ended September 30,
 
2017
 
2016
 
% Change
Gross premiums written
$
1,032,800

 
$
361,440

 
185.7

Premiums ceded
(194,139
)
 
(62,918
)
 
 
Net premiums written
838,661

 
298,522

 
180.9

Change in unearned premiums
(61,776
)
 
(93,283
)
 
 
Net premiums earned
776,885

 
205,239

 
278.5

Other underwriting income
11,999

 
12,670

 
 

Losses and loss adjustment expenses
(84,915
)
 
(20,102
)
 
 

Acquisition expenses
(76,235
)
 
(16,947
)
 
 

Other operating expenses
(108,790
)
 
(70,590
)
 
 

Underwriting income
$
518,944

 
$
110,270

 
370.6

 
 
 
 
 
 
Underwriting Ratios
 
 
 
 
% Point
Change
Loss ratio
10.9
%
 
9.8
%
 
1.1

Acquisition expense ratio
9.8
%
 
8.3
%
 
1.5

Other operating expense ratio
14.0
%
 
34.4
%
 
(20.4
)
Combined ratio
34.7
%
 
52.5
%
 
(17.8
)
The mortgage segment includes the results of our U.S. primary mortgage insurance operations, including Arch Mortgage Insurance Company and United Guaranty Residential Insurance Company (combined “Arch MI U.S.”), 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. Arch MI U.S. and Arch Mortgage Insurance Designated Activity Company are leading providers of mortgage insurance products and services to the U.S. and European markets, respectively. The mortgage segment also includes GSE credit risk-sharing transactions and mortgage reinsurance for the U.S. and Australian markets.
 
Premiums Written.
The following tables set forth our mortgage segment’s net premiums written by client location and underwriting location (i.e., where the business is underwritten):
 
Three Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Client location:
 
 
 
 
 
 
 
United States
$
262,028

 
90.3

 
$
77,488

 
96.2

Other
28,023

 
9.7

 
3,056

 
3.8

Total
$
290,051

 
100.0

 
$
80,544

 
100.0

 
 
 
 
 
 
 
 
Underwriting location:
 
 
 
 
 
 
 
United States
$
235,447

 
81.2

 
$
50,236

 
62.4

Other
54,604

 
18.8

 
30,308

 
37.6

Total
$
290,051

 
100.0

 
$
80,544

 
100.0

 
Nine Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Client location:
 
 
 
 
 
 
 
United States
756,620

 
90.2

 
199,552

 
66.8

Other
82,041

 
9.8

 
98,970

 
33.2

Total
$
838,661

 
100.0

 
$
298,522

 
100.0

 
 
 
 
 
 
 
 
Underwriting location:
 
 
 
 
 
 
 
United States
$
679,442

 
81.0

 
$
128,008

 
42.9

Other
159,219

 
19.0

 
170,514

 
57.1

Total
$
838,661

 
100.0

 
$
298,522

 
100.0

2017 Third Quarter versus 2016 Third Quarter. Gross premiums written by the mortgage segment in the 2017 third quarter were 164.1% higher than in the 2016 third quarter, primarily reflecting the growth in insurance in force due to the acquisition of UGC. Premiums ceded for the 2017 third quarter were primarily related to the 50% quota share reinsurance agreement to AIG, covering 2014 to 2016 policy years of UGC business on a run-off basis, while the 2016 third quarter reflected the retrocession of $45.4 million of Australian mortgage reinsurance business.
Nine Months Ended September 30, 2017 versus 2016 period. Gross premiums written by the mortgage segment were 185.7% higher than in the 2016 period, primarily reflecting the growth in insurance in force due to the acquisition of UGC.
The persistency rate, which 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, of the Arch MI U.S. portfolio of mortgage loans was 80.2% at September 30, 2017, compared to 78.1% at June 30, 2017. The higher persistency rate at September 30, 2017 reflects changes in level of mortgage refinance activity and mortgage interest rates.

 
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Arch MI U.S. generated $17.7 billion of new insurance written (“NIW”) in the 2017 third quarter, compared to $8.8 billion in the 2016 third quarter. NIW represents the original principal balance of all loans that received coverage during the period. Our NIW for the 2017 third quarter reflected the combination of Arch and UGC, a higher percentage of monthly premium business and an increase in purchase market activity.
The following tables provide details on the NIW generated by Arch MI U.S.:
(U.S. Dollars in millions)
Three Months Ended September 30,
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Total new insurance written (NIW) (1)
$
17,683

 
 
 
$
8,753

 
 
 
 
 
 
 
 
 
 
Credit quality (FICO):
 
 
 
 
 
 
 
>=740
$
10,063

 
56.9

 
$
5,187

 
59.3

680-739
6,357

 
35.9

 
3,074

 
35.1

620-679
1,263

 
7.1

 
492

 
5.6

  Total
$
17,683

 
100.0

 
$
8,753

 
100.0

 
 
 
 
 
 
 
 
Loan-to-value (LTV):
 
 
 
 
 
 
 
95.01% and above
$
1,757

 
9.9

 
$
507

 
5.8

90.01% to 95.00%
8,406

 
47.5

 
4,261

 
48.7

85.01% to 90.00%
5,668

 
32.1

 
2,883

 
32.9

85.01% and below
1,852

 
10.5

 
1,102

 
12.6

  Total
$
17,683

 
100.0

 
$
8,753

 
100.0

 
 
 
 
 
 
 
 
Monthly vs. single:
 
 
 
 
 
 
 
Monthly
$
15,392

 
87.0

 
$
7,765

 
88.7

Single
2,291

 
13.0

 
988

 
11.3

  Total
$
17,683

 
100.0

 
$
8,753

 
100.0

 
 
 
 
 
 
 
 
Purchase vs. refinance:
 
 
 
 
 
 
 
Purchase
$
16,460

 
93.1

 
$
7,264

 
83.0

Refinance
1,223

 
6.9

 
1,489

 
17.0

  Total
$
17,683

 
100.0

 
$
8,753

 
100.0

(1)
Represents the original principal balance of all loans that received coverage during the period.


 
(U.S. Dollars in millions)
Nine Months Ended September 30,
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Total new insurance written (NIW) (1)
$
47,646

 
 
 
$
18,079

 
 
 
 
 
 
 
 
 
 
Credit quality (FICO):
 
 
 
 
 
 
 
>=740
$
27,061

 
56.8

 
$
10,945

 
60.5

680-739
17,246

 
36.2

 
6,195

 
34.3

620-679
3,339

 
7.0

 
938

 
5.2

<620

 

 
1

 

  Total
$
47,646

 
100.0

 
$
18,079

 
100.0

 
 
 
 
 
 
 
 
Loan-to-value (LTV):
 
 
 
 
 
 
 
95.01% and above
$
4,429

 
9.3

 
$
1,233

 
6.8

90.01% to 95.00%
22,763

 
47.8

 
8,477

 
46.9

85.01% to 90.00%
15,191

 
31.9

 
5,982

 
33.1

85.01% and below
5,263

 
11.0

 
2,387

 
13.2

  Total
$
47,646

 
100.0

 
$
18,079

 
100.0

 
 
 
 
 
 
 
 
Monthly vs. single:
 
 
 
 
 
 
 
Monthly
$
40,592

 
85.2

 
$
15,136

 
83.7

Single
7,054

 
14.8

 
2,943

 
16.3

  Total
$
47,646

 
100.0

 
$
18,079

 
100.0

 
 
 
 
 
 
 
 
Purchase vs. refinance:
 
 
 
 
 
 
 
Purchase
$
43,243

 
90.8

 
$
14,628

 
80.9

Refinance
4,403

 
9.2

 
3,451

 
19.1

  Total
$
47,646

 
100.0

 
$
18,079

 
100.0

(1)
Represents the original principal balance of all loans that received coverage during the period.
Net Premiums Earned.
The following tables set forth our mortgage segment’s net premiums earned by client location and underwriting location:
 
Three Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Client Location:
 
 
 
 
 
 
 
United States
$
262,324

 
95.6

 
$
64,616

 
84.0

Other
12,194

 
4.4

 
12,346

 
16.0

Total
$
274,518

 
100.0

 
$
76,962

 
100.0

 
 
 
 
 
 
 
 
Underwriting location:
 
 
 
 
 
 
 
United States
$
233,862

 
85.2

 
$
40,498

 
52.6

Other
40,656

 
14.8

 
36,464

 
47.4

Total
$
274,518

 
100.0

 
$
76,962

 
100.0

 
Nine Months Ended September 30,
 
2017
 
2016
 
Amount
 
%
 
Amount
 
%
Client Location:
 
 
 
 
 
 
 
United States
$
745,011

 
95.9

 
$
182,794

 
89.1

Other
31,874

 
4.1

 
22,445

 
10.9

Total
$
776,885

 
100.0

 
$
205,239

 
100.0

 
 
 
 
 
 
 
 
Underwriting location:
 
 
 
 
 
 
 
United States
$
661,645

 
85.2

 
$
107,142

 
52.2

Other
115,240

 
14.8

 
98,097

 
47.8

Total
$
776,885

 
100.0

 
$
205,239

 
100.0


 
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Net premiums earned for the 2017 periods were higher than in the 2016 periods, primarily due to the UGC acquisition and growth in insurance in force for Arch MI U.S.
Other Underwriting Income.
Other underwriting income, which is primarily related to older GSE risk-sharing transactions receiving derivative accounting treatment, was $3.6 million for the 2017 third quarter, compared to $4.7 million for the 2016 third quarter, and $12.0 million for the nine months ended September 30, 2017, compared to $12.7 million for the 2016 period.
Losses and Loss Adjustment Expenses.
The table below shows the components of the mortgage segment’s loss ratio:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Current year
20.6
 %
 
17.6
 %
 
20.5
 %
 
17.7
 %
Prior period reserve development
(7.8
)%
 
(3.2
)%
 
(9.6
)%
 
(7.9
)%
Loss ratio
12.8
 %
 
14.4
 %
 
10.9
 %
 
9.8
 %
Current Year Loss Ratio.
The mortgage segment’s current year loss ratio was 3.0 points higher in the 2017 third quarter than in the 2016 third quarter and 2.8 points higher for the nine months ended September 30, 2017 than in the 2016 period. The current year loss ratio for the 2017 third quarter reflects the UGC acquisition and growth in insurance in force along with changes in the mix of business.
Prior Period Reserve Development.
The mortgage segment’s net favorable development was $21.5 million, or 7.8 points, for the 2017 third quarter, compared to $2.5 million, or 3.2 points, for the 2016 third quarter, and $74.9 million, or 9.6 points for the nine months ended September 30, 2017, compared to $16.3 million, or 7.9 points, for the 2016 period. See note 6, “Reserve for Losses and Loss Adjustment Expenses,” of the notes accompanying our consolidated financial statements for information about the mortgage segment’s prior year reserve development.
Underwriting Expenses.
2017 Third Quarter versus 2016 Third Quarter. The underwriting expense ratio for the mortgage segment was 20.6% in the 2017 third quarter, compared to 38.2% in the 2016 third quarter. The improvement primarily resulted from a higher level of net premiums earned reflecting the UGC acquisition as Arch MI U.S. has increased its scale of operations.
Nine Months Ended September 30, 2017 versus 2016 period. The underwriting expense ratio for the mortgage segment was
 
23.8% for the nine months ended September 30, 2017, compared to 42.7% for the 2016 period. The improvement primarily resulted from a higher level of net premiums earned reflecting the UGC acquisition as Arch MI U.S. has increased its scale of operations.
Corporate (Non-Underwriting) Segment
The corporate (non-underwriting) segment results include net investment income, other income (loss), corporate expenses, UGC transaction costs and other, amortization of intangible assets, interest expense, items related to our non-cumulative preferred shares, net realized gains or losses, net impairment losses included in earnings, equity in net income or loss of investment funds accounted for using the equity method, net foreign exchange gains or losses and income taxes. Such amounts exclude the results of the ‘other’ segment.
Net Investment Income.
The components of net investment income were derived from the following sources:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Fixed maturities
$
84,602

 
$
58,542

 
$
251,039

 
$
181,908

Equity securities
3,210

 
3,633

 
10,152

 
11,373

Short-term investments
2,514

 
823

 
5,624

 
1,899

Other (1)
18,238

 
15,103

 
57,770

 
47,454

Gross investment income
108,564

 
78,101

 
324,585

 
242,634

Investment expenses (2)
(14,437
)
 
(11,819
)
 
(42,126
)
 
(35,546
)
Net investment income
$
94,127

 
$
66,282

 
$
282,459

 
207,088

(1)
Amounts include dividends and interest distributions on investment funds, term loan investments and other items.
(2)
Investment expenses were approximately 0.32% of average invested assets for the 2017 third quarter, compared to 0.31% for the 2016 third quarter, and 0.30% for the nine months ended September 30, 2017, compared to 0.32% for the 2016 period.
Net investment income for the 2017 periods reflected income on the acquired UGC portfolio and higher returns on fund investments than in the 2016 periods. The pre-tax investment income yield, calculated based on amortized cost and on an annualized basis, was 2.00% for the 2017 third quarter, compared to 1.81% for the 2016 third quarter, and 2.04% for the nine months ended September 30, 2017, compared to 1.95% for the 2016 period.

 
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Corporate Expenses.
Corporate expenses were $14.1 million for the 2017 third quarter, compared to $11.3 million for the 2016 third quarter, and $48.5 million for the nine months ended September 30, 2017, compared to $37.9 million for the 2016 period. The higher level of corporate expenses in the 2017 periods was primarily due to higher incentive compensation costs.
UGC Transaction Costs and Other.
UGC transaction costs and other were $3.0 million for the 2017 third quarter and $21.2 million for the nine months ended September 30, 2017. UGC transaction costs and other include advisory, financing, legal and other transaction costs related to the UGC acquisition. Amounts for the 2017 third quarter primarily related to severance and related costs, while the total for the nine months ended September 30, 2017 reflected $13.2 million of severance and related costs, with the remainder primarily due to incentive compensation paid in conjunction with the UGC acquisition.
Amortization of Intangible Assets.
Amortization of intangible assets for the 2017 third quarter was $31.8 million, compared to $4.9 million for the 2016 third quarter, and $93.9 million for the nine months ended September 30, 2017, compared to $14.5 million for the 2016 period. During the 2017 first quarter, we reclassified our income statement presentation of amortization of intangible assets to reflect such item separately (previously reflected in acquisition and/or other operating expenses). The higher level of expense for the 2017 periods reflects the amortization of intangible assets included in the UGC acquisition, including intangible assets related to acquired insurance contracts and distribution relationships.
Interest Expense.
Interest expense was $26.3 million for the 2017 third quarter, compared to $12.9 million for the 2016 third quarter, and $77.9 million for the nine months ended September 30, 2017, compared to $38.0 million for the 2016 period. The increase in the 2017 periods primarily reflects the impact of the issuance of the Company’s 2026 and 2046 senior notes in December 2016 and the higher level of borrowings outstanding under our revolving credit agreement. The proceeds from the debt offering and additional borrowings under the revolving credit agreement were used to close the UGC acquisition on December 31, 2016.
Loss on Redemption of Preferred Shares.
In September 2017, we redeemed $230 million of 6.75% Series C preferred shares and, in accordance with GAAP, recorded a loss of $6.7 million to remove original issuance costs related to the redeemed shares from additional paid-in capital. Such adjustment had no impact on total shareholders’ equity or cash flows.
 
Net Realized Gains or Losses.
We recorded net realized gains of $64.1 million for the 2017 third quarter, compared to net realized gains of $95.9 million for the 2016 third quarter, and net realized gains of $110.7 million for the nine months ended September 30, 2017, compared to net realized gains of $168.7 million for the 2016 period. 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 and losses as the portfolio is adjusted and 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 includes realized and unrealized contract gains and losses on our derivative instruments, changes in the fair value of assets and liabilities accounted for using the fair value option along with re-measurement of contingent consideration liability amounts.
Net Impairment Losses Recognized in Earnings.
We recorded $1.9 million of impairment losses for the 2017 third quarter, compared to $3.9 million for the 2016 third quarter, and $5.4 million for the nine months ended September 30, 2017, compared to $16.8 million for the 2016 period. See note 7, “Investment Information—Other-Than-Temporary Impairments,” of the notes accompanying our consolidated financial statements for additional information.
Equity in Net Income (Loss) of Investment Funds Accounted for Using the Equity Method.
We recorded $31.1 million of equity in net income related to investment funds accounted for using the equity method in the 2017 third quarter, compared to $16.7 million of income for the 2016 third quarter, and $111.9 million of income for the nine months ended September 30, 2017, compared to $32.1 million of income for the 2016 period. Investment funds accounted for using the equity method totaled $962.6 million at September 30, 2017, compared to $811.3 million at December 31, 2016.
Net Foreign Exchange Gains or Losses.
Net foreign exchange losses for the 2017 third quarter were $27.8 million, compared to net foreign exchange losses for the 2016 third quarter of $4.2 million, and net foreign exchange losses of $85.5 million for the nine months ended September 30, 2017, compared to net foreign exchange losses of $3.8 million for the 2016 period. 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.

 
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Income Tax Expense.
Our income tax provision on income (loss) before income taxes resulted in an expense of 34.8% for the 2017 third quarter, compared to an expense of 5.1% for the 2016 third quarter, and an expense of 14.9% for the nine months ended September 30, 2017, compared to 6.7% for the 2016 period. The effective tax rates for the 2017 third quarter and nine months ended September 30, 2017 included a discrete income tax benefit of $1.3 million and $7.7 million, respectively, arising from the change in accounting for stock based compensation. Our effective tax rate, which is based upon the expected annual effective tax rate, may fluctuate from period to period based on the relative mix of income or loss reported by jurisdiction and the varying tax rates in each jurisdiction.
Other Segment 
The ‘other’ segment includes the results of Watford Re. Pursuant to generally accepted accounting principles, Watford Re is considered a variable interest entity and we concluded that we are the primary beneficiary of Watford Re. As such, we consolidate the results of Watford Re in our consolidated financial statements, although we only own approximately 11% of Watford Re’s common equity. See note 3, “Variable Interest Entities and Noncontrolling Interests” and note 5, “Segment Information,” of the notes accompanying our consolidated financial statements for additional information on Watford Re.
CRITICAL ACCOUNTING POLICIES,
ESTIMATES AND RECENT ACCOUNTING PRONOUNCEMENTS

Critical accounting policies, estimates and recent accounting pronouncements are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2016 Form 10-K, updated where applicable in the notes accompanying our consolidated financial statements, including note 2, “Recent Accounting Pronouncements.”
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition
Investable Assets 
At September 30, 2017, total investable assets of $22.00 billion included $19.70 billion held by Arch and $2.30 billion included in the ‘other’ segment (i.e., attributable to Watford Re).
 
Investable Assets Held by Arch 
The following table summarizes the fair value of the investable assets held by Arch:
Investable assets (1):
Estimated
Fair Value
 
% of
Total
September 30, 2017
 
 
 
Fixed maturities (2)
$
14,731,262

 
74.8

Short-term investments
1,723,081

 
8.7

Cash
805,210

 
4.1

Equity securities (2)
546,027

 
2.8

Other investments (2)
1,496,531

 
7.6

Investments accounted for using the equity method
962,574

 
4.9

Securities transactions entered into but not settled at the balance sheet date
(568,498
)
 
(2.9
)
Total investable assets held by Arch
$
19,696,187

 
100.0

 
 
 
 
December 31, 2016
 
 
 
Fixed maturities (2)
$
14,521,774

 
77.9

Short-term investments
676,547

 
3.6

Cash
768,049

 
4.1

Equity securities (2)
558,008

 
3.0

Other investments (2)
1,276,841

 
6.9

Investments accounted for using the equity method
811,273

 
4.4

Securities transactions entered into but not settled at the balance sheet date
23,697

 
0.1

Total investable assets held by Arch
$
18,636,189

 
100.0

(1)
In securities lending transactions, we receive collateral in excess of the fair value of the securities pledged. For purposes of this table, we have excluded the collateral received under securities lending, at fair value and included the securities pledged under securities lending, at fair value.
(2)
Includes investments carried as available for sale, at fair value and at fair value under the fair value option.
At September 30, 2017, our fixed income portfolio, which includes fixed maturity securities and short-term investments, had average credit quality ratings from Standard & Poor’s Rating Services (“S&P”)/Moody’s of “AA/Aa2” and an average yield to maturity (embedded book yield), before investment expenses, of 2.20%. At December 31, 2016, our fixed income portfolio had average credit quality ratings from S&P/Moody’s of “AA-/Aa3” and an average yield to maturity of 2.03%. Our investment portfolio had an average effective duration of 3.14 years at September 30, 2017, compared to 3.64 years at December 31, 2016. At September 30, 2017, approximately $13.59 billion, or 69%, of total investable assets held by Arch were internally managed, compared to $13.90 billion, or 75%, at December 31, 2016.

 
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The following table summarizes our fixed maturities and fixed maturities pledged under securities lending agreements (“Fixed Maturities”) by type:
 
Estimated
Fair Value
 
% of
Total
September 30, 2017
 

 
 
Corporate bonds
$
4,588,758

 
31.1

Mortgage backed securities
337,478

 
2.3

Municipal bonds
2,353,234

 
16.0

Commercial mortgage backed securities
584,730

 
4.0

U.S. government and government agencies
3,761,612

 
25.5

Non-U.S. government securities
1,554,956

 
10.6

Asset backed securities
1,550,494

 
10.5

Total
$
14,731,262

 
100.0

 
 
 
 
December 31, 2016
 

 
 
Corporate bonds
$
4,696,079

 
32.3

Mortgage backed securities
504,677

 
3.5

Municipal bonds
3,713,434

 
25.6

Commercial mortgage backed securities
536,051

 
3.7

U.S. government and government agencies
2,804,811

 
19.3

Non-U.S. government securities
1,142,735

 
7.9

Asset backed securities
1,123,987

 
7.7

Total
$
14,521,774

 
100.0

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
September 30, 2017
 
 
 
U.S. government and gov’t agencies (1)
$
4,040,392

 
27.4

AAA
4,048,800

 
27.5

AA
2,406,692

 
16.3

A
2,285,336

 
15.5

BBB
1,110,089

 
7.5

BB
291,798

 
2.0

B
231,880

 
1.6

Lower than B
90,947

 
0.6

Not rated
225,328

 
1.5

Total
$
14,731,262

 
100.0

 
 
 
 
December 31, 2016
 
 
 
U.S. government and gov’t agencies (1)
$
3,210,899

 
22.1

AAA
3,918,739

 
27.0

AA
3,148,226

 
21.7

A
2,338,834

 
16.1

BBB
1,203,942

 
8.3

BB
226,321

 
1.6

B
156,405

 
1.1

Lower than B
90,833

 
0.6

Not rated
227,574

 
1.6

Total
$
14,521,774

 
100.0

(1)
Includes U.S. government-sponsored agency residential mortgage-backed securities and agency commercial mortgage-backed securities.
 
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
September 30, 2017
 
 
 
 
 
0-10%
$
7,499,372

 
$
(71,889
)
 
86.1

10-20%
73,042

 
(10,600
)
 
12.7

20-30%
2,164

 
(687
)
 
0.8

Greater than 30%
324

 
(299
)
 
0.4

Total
$
7,574,902

 
$
(83,475
)
 
100.0

 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
0-10%
$
7,078,582

 
$
(127,909
)
 
71.6

10-20%
155,403

 
(24,219
)
 
13.5

20-30%
89,887

 
(25,929
)
 
14.5

Greater than 30%
1,496

 
(702
)
 
0.4

Total
$
7,325,368

 
$
(178,759
)
 
100.0

The following table summarizes our top ten exposures to fixed income corporate issuers by fair value at September 30, 2017, excluding guaranteed amounts and covered bonds:
 
Estimated Fair Value
 
Credit
Rating (1)
Apple Inc.
$
144,561

 
AA+/Aa1
Microsoft Corporation
131,597

 
AAA/Aaa
JPMorgan Chase & Co.
116,451

 
A-/A3
The Bank of New York Mellon Corporation
89,245

 
A/A1
Citigroup Inc.
87,285

 
A-/A3
Wells Fargo & Company
82,560

 
A/A2
New York Life Insurance Company
74,684

 
AA+/Aaa
Massmutual Global Funding II C
72,581

 
AA+/Aa2
MetLife, Inc.
71,893

 
AA-/Aa3
American Express Company
69,096

 
A-/A2
Total
$
939,953

 
 
(1)
Average credit ratings as assigned by S&P and Moody’s, respectively.

 
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The following table provides information on our structured securities, which includes residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”) and asset-backed securities (“ABS”):
 
Agencies
 
Investment Grade
 
Below Investment Grade
 
Total
Sep. 30, 2017
 
 
 
 
 
 
 
RMBS
$
274,710

 
$
19,940

 
$
42,828

 
$
337,478

CMBS
4,071

 
509,080

 
71,579

 
584,730

ABS

 
1,458,114

 
92,380

 
1,550,494

Total
$
278,781

 
$
1,987,134

 
$
206,787

 
$
2,472,702

 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
RMBS
$
393,188

 
$
60,600

 
$
50,889

 
$
504,677

CMBS
12,900

 
513,266

 
9,885

 
536,051

ABS

 
1,077,614

 
46,373

 
1,123,987

Total
$
406,088

 
$
1,651,480

 
$
107,147

 
$
2,164,715

At September 30, 2017, our structured securities included $40.5 million par value in sub-prime securities with a fair value of $34.5 million and average credit quality ratings from S&P/Moody’s of “CCC/Caa3.” At December 31, 2016, our fixed income portfolio included $25.3 million par value in sub-prime securities with a fair value of $23.3 million and average credit quality ratings from S&P/Moody’s of “CCC/Caa3.”
At September 30, 2017, our equity portfolio included $546.0 million of equity securities, compared to $558.0 million at December 31, 2016. Our equity portfolio includes publicly traded common stocks in the natural resources, energy, consumer staples and other sectors.
The following table provides information on the severity of the unrealized loss position as a percentage of cost for all equity securities classified as available for sale which were in an unrealized loss position:
Severity of gross unrealized losses:
Estimated Fair Value
 
Gross
Unrealized
Losses
 
% of
Total Gross
Unrealized
Losses
September 30, 2017
 
 
 
 
 
0-10%
$
155,016

 
$
(3,670
)
 
46.6

10-20%
11,219

 
(1,804
)
 
22.9

20-30%
2,632

 
(848
)
 
10.8

Greater than 30%
2,070

 
(1,551
)
 
19.7

Total
$
170,937

 
$
(7,873
)
 
100.0

 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
0-10%
$
214,364

 
$
(8,776
)
 
50.1

10-20%
52,034

 
(7,100
)
 
40.5

20-30%
1,983

 
(607
)
 
3.5

Greater than 30%
1,000

 
(1,034
)
 
5.9

Total
$
269,381

 
$
(17,517
)
 
100.0

 
The following table provides information on the fair value of our Eurozone investments at September 30, 2017:
Country (1)
Sovereign
(2)
 
Corporate Bonds
 
Other
(3)
 
Total
Netherlands
$
100,463

 
$
96,733

 
$
7,154

 
$
204,350

Germany
103,751

 
27,931

 
43,928

 
175,610

Belgium
47,890

 
7,522

 

 
55,412

Luxembourg

 
16,605

 
18,624

 
35,229

France
1,011

 
7,017

 
23,885

 
31,914

Austria
16,120

 

 

 
16,120

Spain

 
1,696

 
10,192

 
11,889

Ireland

 
6,698

 
2,670

 
9,369

Italy

 
1,685

 
6,942

 
8,626

Finland

 

 
4,306

 
4,306

Portugal

 

 
549

 
549

Greece

 

 
402

 
402

Total
$
269,236

 
$
165,887

 
$
118,653

 
$
553,777

(1)
The country allocations set forth in the table are based on various assumptions made by us in assessing the country in which the underlying credit risk resides, including a review of the jurisdiction of organization, business operations and other factors. Based on such analysis, we do not believe that we have any other Eurozone investments at September 30, 2017.
(2)
Includes securities issued and/or guaranteed by Eurozone governments.
(3)
Includes bank loans, equities and other.
The following table summarizes our other investments:
 
September 30,
2017
 
December 31,
2016
Available for sale:
 
 
 
Asian and emerging markets
$
123,225

 
$
84,778

Investment grade fixed income
53,325

 
33,923

Credit related funds
20,752

 
7,469

Other
63,037

 
41,800

Total available for sale
260,339

 
167,970

Fair value option:
 
 
 
Term loan investments
376,721

 
378,877

Mezzanine debt funds
172,000

 
127,943

Credit related funds
194,200

 
218,298

Investment grade fixed income
95,151

 
75,468

Asian and emerging markets
250,481

 
178,568

Other (1)
147,639

 
129,717

Total fair value option
1,236,192

 
1,108,871

Total
$
1,496,531

 
$
1,276,841

(1)
Includes fund investments with strategies in mortgage servicing rights, transportation and infrastructure assets and other.
Investable Assets in the ‘Other’ Segment
Investable assets in the ‘other’ segment are managed by Watford Re. The board of directors of Watford Re establishes their investment policies and guidelines. Watford Re’s investments are accounted for using the fair value option with changes in the carrying value of such investments recorded in net realized gains or losses.

 
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The following table summarizes investable assets in the ‘other’ segment:
 
September 30,
2017
 
December 31,
2016
Investments accounted for using the fair value option:
 
 
 
Other investments
$
1,061,013

 
$
811,922

Fixed maturities
1,094,593

 
734,260

Short-term investments
272,495

 
309,127

Equity securities
29,265

 
2,314

Total
2,457,366

 
1,857,623

Cash
57,151

 
74,893

Securities sold but not yet purchased
(72,682
)
 
(33,157
)
Securities transactions entered into but not settled at the balance sheet date
(137,014
)
 
(41,596
)
Total investable assets included in ‘other’ segment
$
2,304,821

 
$
1,857,763

Premiums Receivable and Reinsurance Recoverables
At September 30, 2017, 81.2% of premiums receivable of $1.27 billion represented amounts not yet due, while amounts in excess of 90 days overdue were 4.1% of the total. At December 31, 2016, 81.0% of premiums receivable of $1.07 billion represented amounts not yet due, while amounts in excess of 90 days overdue were 5.2% of the total. Our reserves for doubtful accounts were approximately $24.0 million at September 30, 2017, compared to $21.0 million at December 31, 2016.
At September 30, 2017 and December 31, 2016, approximately 72.5% and 75.7% of reinsurance recoverables on paid and unpaid losses (not including ceded unearned premiums) of $2.51 billion and $2.11 billion, respectively, were due from carriers which had an A.M. Best rating of “A-” or better while 27.5% and 24.3%, respectively, were from companies not rated. For items not rated, over 90% of such amount was collateralized through reinsurance trusts or letters of credit at September 30, 2017 and December 31, 2016. The largest reinsurance recoverables from any one carrier was approximately 2.2% and 2.4%, respectively, of total shareholders’ equity available to Arch at September 30, 2017 and December 31, 2016.
Approximately 4.1% of the $43.3 million of paid losses and loss adjustment expenses recoverable at September 30, 2017 were more than 90 days overdue, compared to 6.7% of the $30.6 million of paid losses and loss adjustment expenses recoverable at December 31, 2016. No collection issues were indicated on the amount in excess of 90 days overdue at September 30, 2017.
 
The effects of reinsurance on written and earned premiums and losses and loss adjustment expenses (“LAE”) with unaffiliated reinsurers were as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Premiums written:
 
 
 
 
 
 
 
Direct
$
1,147,793

 
$
841,119

 
$
3,338,106

 
$
2,539,073

Assumed
500,453

 
437,646

 
1,577,789

 
1,507,594

Ceded
(322,843
)
 
(264,487
)
 
(1,065,537
)
 
(887,591
)
Net
$
1,325,403

 
$
1,014,278

 
$
3,850,358

 
$
3,159,076

 
 
 
 
 
 
 
 
Premiums earned:
 
 
 
 
 
 
 
Direct
$
1,121,168

 
$
807,656

 
$
3,216,268

 
$
2,382,784

Assumed
501,587

 
413,960

 
1,431,746

 
1,308,349

Ceded
(360,869
)
 
(263,213
)
 
(1,028,237
)
 
(775,166
)
Net
$
1,261,886

 
$
958,403

 
$
3,619,777

 
$
2,915,967

 
 
 
 
 
 
 
 
Losses and LAE:
 
 
 
 
 
 
 
Direct
$
917,721

 
$
490,420

 
$
1,968,900

 
$
1,471,472

Assumed
621,717

 
172,490

 
1,112,255

 
630,271

Ceded
(493,297
)
 
(138,727
)
 
(792,584
)
 
(470,019
)
Net
$
1,046,141

 
$
524,183

 
$
2,288,571

 
$
1,631,724

Reserves for Losses and Loss Adjustment Expenses 
We establish reserves for losses and loss adjustment expenses (“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, which is exacerbated by the fact that we have relatively limited historical experience upon which to base such estimates. 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.

 
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At September 30, 2017 and December 31, 2016, our Loss Reserves, net of unpaid losses and loss adjustment expenses recoverable and deferred reinsurance charge asset, by type and by operating segment were as follows:
 
September 30,
2017
 
December 31,
2016
Insurance segment:
 

 
 

Case reserves
$
1,524,718

 
$
1,414,603

IBNR reserves
3,411,009

 
3,187,451

Total net reserves
4,935,727

 
4,602,054

Reinsurance segment:
 
 
 
Case reserves
1,011,298

 
762,730

Additional case reserves
162,632

 
92,524

IBNR reserves
1,534,236

 
1,517,983

Deferred reinsurance charge asset
(802
)
 

Total net reserves
2,707,364

 
2,373,237

Mortgage segment:
 
 
 
Case reserves
458,960

 
593,222

IBNR reserves
84,926

 
59,791

Total net reserves (1)
543,886

 
653,013

Other segment:
 
 
 
Case reserves
232,345

 
125,703

Additional case reserves
31,575

 
9,513

IBNR reserves
436,831

 
353,865

Total net reserves
700,751

 
489,081

Total:
 

 
 

Case reserves
3,227,321

 
2,896,258

Additional case reserves
194,207

 
102,037

IBNR reserves
5,467,002

 
5,119,090

Deferred reinsurance charge asset
(802
)
 

Total net reserves
$
8,887,728

 
$
8,117,385

(1)
At September 30, 2017, total net reserves include $481.5 million from U.S. primary mortgage insurance business, of which 72.2% represents policy years 2007 and prior, 11.7% from 2008 and the remainder from later policy years.
At September 30, 2017 and December 31, 2016, the insurance segment’s Loss Reserves by major line of business, net of unpaid losses and loss adjustment expenses recoverable, were as follows:
 
September 30,
2017
 
December 31,
2016
Insurance segment:
 
 
 
Professional lines (1)
$
1,321,024

 
$
1,293,667

Construction and national accounts
1,064,949

 
976,109

Excess and surplus casualty (2)
683,852

 
687,305

Programs
677,879

 
667,677

Property, energy, marine and aviation
439,409

 
302,057

Travel, accident and health
80,391

 
72,726

Lenders products
53,512

 
42,147

Other (3)
614,711

 
560,366

Total net reserves
$
4,935,727

 
$
4,602,054

 
(1)
Includes professional liability, executive assurance and healthcare business.
(2)
Includes casualty and contract binding business.
(3)
Includes alternative markets, excess workers’ compensation and surety business.
At September 30, 2017 and December 31, 2016, the reinsurance segment’s Loss Reserves by major line of business, net of unpaid losses and loss adjustment expenses recoverable and including deferred reinsurance charge asset, were as follows:
 
September 30,
2017
 
December 31,
2016
Reinsurance segment:
 
 
 
Casualty (1)
$
1,482,463

 
$
1,355,362

Other specialty (2)
503,947

 
428,205

Property excluding property catastrophe (3)
392,002

 
297,200

Marine and aviation
140,432

 
147,700

Property catastrophe
128,988

 
86,026

Other (4)
59,532

 
58,744

Total net reserves
$
2,707,364

 
$
2,373,237

(1)
Includes executive assurance, professional liability, workers’ compensation, excess motor, healthcare and other.
(2)
Includes non-excess motor, surety, accident and health, workers’ compensation catastrophe, agriculture, trade credit and other.
(3)
Includes facultative business.
(4)
Includes life, casualty clash and other.
Mortgage Operations Supplemental Information
The mortgage segment’s insurance in force (“IIF”) and risk in force (“RIF”) were as follows at the end of the last two quarters:
(U.S. Dollars in millions)
September 30, 2017
 
June 30, 2017
Amount
 
%
 
Amount
 
%
Insurance In Force (IIF) (1):
 
 
 
 
 
 
 
U.S. primary mortgage insurance
$
250,375

 
72.3

 
$
244,235

 
73.4

Mortgage reinsurance
26,869

 
7.8

 
26,120

 
7.8

Other (2)
68,925

 
19.9

 
62,503

 
18.8

Total
$
346,169

 
100.0

 
$
332,858

 
100.0

 
 
 
 
 
 
 
 
Risk In Force (RIF) (3):
 
 
 
 
 
 
 
U.S. primary mortgage insurance
$
64,005

 
92.5

 
$
62,362

 
92.6

Mortgage reinsurance
2,433

 
3.5

 
2,453

 
3.6

Other (2)
2,742

 
4.0

 
2,517

 
3.7

Total
$
69,180

 
100.0

 
$
67,332

 
100.0

(1)
Represents the aggregate dollar amount of each insured mortgage loan’s current principal balance.
(2)
Includes GSE credit risk-sharing transactions and international insurance business.
(3)
Represents 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 credit risk-sharing or reinsurance transactions.

 
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The insurance in force and risk in force for our U.S. primary mortgage insurance business by policy year were as follows at September 30, 2017:
(U.S. Dollars in millions)
IIF
 
RIF
 
Delinquency
Amount
 
%
 
Amount
 
%
 
Rate (1)
Policy year:
 
 
 
 
 
 
 
 
 
2007 and prior
$
22,206

 
8.9

 
$
5,052

 
7.9

 
10.30
%
2008
5,192

 
2.1

 
1,273

 
2.0

 
6.27
%
2009
1,192

 
0.5

 
282

 
0.4

 
2.72
%
2010
1,368

 
0.5

 
369

 
0.6

 
1.70
%
2011
4,415

 
1.8

 
1,205

 
1.9

 
1.09
%
2012
14,995

 
6.0

 
4,101

 
6.4

 
0.60
%
2013
22,719

 
9.1

 
6,217

 
9.7

 
0.77
%
2014
24,747

 
9.9

 
6,582

 
10.3

 
0.81
%
2015
44,453

 
17.8

 
11,417

 
17.8

 
0.47
%
2016
63,805

 
25.5

 
16,027

 
25.0

 
0.32
%
2017
45,283

 
18.1

 
11,480

 
17.9

 
0.06
%
Total
$
250,375

 
100.0

 
$
64,005

 
100.0

 
1.98
%
(1)
Represents the ending percentage of loans in default.
The following tables provide supplemental disclosures on risk in force for our U.S. primary mortgage insurance business at the end of the last two quarters:
(U.S. Dollars in millions)
September 30, 2017
 
June 30, 2017
Amount
 
%
 
Amount
 
%
Credit quality (FICO):
 
 
 
 
 
 
 
>=740
$
37,297

 
58.3

 
$
36,378

 
58.3

680-739
20,822

 
32.5

 
20,122

 
32.3

620-679
5,178

 
8.1

 
5,118

 
8.2

<620
708

 
1.1

 
744

 
1.2

Total
$
64,005

 
100.0

 
$
62,362

 
100.0

Weighted average FICO score
743

 
 
 
743

 
 
 
 
 
 
 
 
 
 
Loan-to-value (LTV):
 
 
 
 
 
 
 
95.01% and above
$
6,175

 
9.6

 
$
5,983

 
9.6

90.01% to 95.00%
35,703

 
55.8

 
34,718

 
55.7

85.01% to 90.00%
19,247

 
30.1

 
18,810

 
30.2

85.00% and below
2,880

 
4.5

 
2,851

 
4.6

Total
$
64,005

 
100.0

 
$
62,362

 
100.0

Weighted average LTV
92.9
%
 
 
 
92.8
%
 
 
 
 
 
 
 
 
 
 
Total RIF, net of external reinsurance
$
47,980

 
 
 
$
45,774

 
 


 
(U.S. Dollars in millions)
September 30, 2017
 
June 30, 2017
Amount
 
%
 
Amount
 
%
Total RIF by State:
 
 
 
 
 
 
 
Texas
$
5,120

 
8.0

 
$
5,075

 
8.1

California
3,671

 
5.7

 
3,524

 
5.7

Florida
2,764

 
4.3

 
2,622

 
4.2

Virginia
2,743

 
4.3

 
2,691

 
4.3

North Carolina
2,378

 
3.7

 
2,346

 
3.8

Washington
2,312

 
3.6

 
2,311

 
3.7

Georgia
2,293

 
3.6

 
2,239

 
3.6

Maryland
2,209

 
3.5

 
2,160

 
3.5

Illinois
2,200

 
3.4

 
2,157

 
3.5

Minnesota
2,138

 
3.3

 
2,072

 
3.3

Others
36,177

 
56.5

 
35,165

 
56.4

Total
$
64,005

 
100.0

 
$
62,362

 
100.0

The following table provides supplemental disclosures for our U.S. primary mortgage insurance business related to insured loans and loss metrics:
(U.S. Dollars in thousands, except policy, loan and claim count)
 
Three Months Ended
 
September 30,
2017
 
June 30,
2017
Roll-forward of insured loans in default:
 
 
 
 
Beginning delinquent number of loans
 
23,903

 
26,234

New notices
 
9,028

 
8,858

Cures
 
(7,891
)
 
(9,078
)
Paid claims
 
(1,270
)
 
(2,111
)
Ending delinquent number of loans (1)
 
23,770

 
23,903

 
 
 
 
 
Ending number of policies in force (1)
 
1,202,619

 
1,183,659

 
 
 
 
 
Delinquency rate (1)
 
1.98
%
 
2.02
%
 
 
 
 
 
Losses:
 
 
 
 
Number of claims paid
 
1,270

 
2,111

Total paid claims
 
$
59,832

 
$
85,539

Average per claim
 
$
47.1

 
$
40.5

Severity (2)
 
103.5
%
 
104.4
%
Average reserve per default (in thousands) (1)
 
$
19.3

 
$
20.4

(1)
Includes first lien primary and pool policies.
(2)
Represents total paid claims divided by RIF of loans for which claims were paid.
The risk-to-capital ratio, which represents total current (non-delinquent) risk in force, net of reinsurance, divided by total statutory capital, for Arch MI U.S. was approximately 11.2 to 1 at September 30, 2017, compared to 12.0 to 1 at June 30, 2017.
Shareholders’ Equity and Book Value per Share
Total shareholders’ equity available to Arch was $8.91 billion at September 30, 2017, compared to $8.25 billion at December 31, 2016. The increase was primarily attributable to net income, reflecting contributions from both underwriting and investing activities.

 
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The following table presents the calculation of book value per share:
(U.S. dollars in thousands, except 
share data)
September 30,
2017
 
December 31,
2016
Total shareholders’ equity available to Arch
$
8,911,144

 
$
8,253,718

Less preferred shareholders’ equity
772,555

 
772,555

Common shareholders’ equity available to Arch
$
8,138,589

 
$
7,481,163

Common shares and common share equivalents outstanding, net of treasury shares (1)
136,540,573

 
135,550,337

Book value per share
$
59.61

 
$
55.19

(1)
Excludes the effects of 6,784,649 and 6,872,494 stock options and 419,908 and 381,461 restricted stock units outstanding at September 30, 2017 and December 31, 2016, respectively.
Liquidity and Capital Resources 
Refer to the ‘Liquidity and Capital Resources’ section contained in Item 7 of our 2016 Form 10-K for a general discussion of our liquidity and capital resources. This section does not include information specific to Watford Re. We do not guarantee or provide credit support for Watford Re, and our financial exposure to Watford Re is limited to our investment in Watford Re’s common and preferred shares and counterparty credit risk (mitigated by collateral) arising from reinsurance transactions with Watford Re.
The following table provided an analysis of our capital structure:
(U.S. dollars in thousands, except 
share data)
September 30,
2017
 
December 31,
2016
Debt:
 
 
 
ACGL senior notes, due May 2034
$
297,030

 
$
296,957

Arch-U.S. senior notes, due Nov 2043 (1)
494,596

 
494,525

ACF senior notes, due Dec 2026 (2)
495,955

 
495,689

ACF senior notes, due Dec 2046 (2)
445,145

 
445,087

Revolving credit agreement borrowings due Oct 2021
400,000

 
500,000

Total
$
2,132,726

 
$
2,232,258

 
 
 
 
Shareholders’ equity available to Arch:
 
 
 
Series C non-cumulative preferred shares
$
92,555

 
$
322,555

Series E non-cumulative preferred shares
450,000

 
450,000

Series F non-cumulative preferred shares
230,000

 

Common shareholders’ equity
8,138,589

 
7,481,163

Total
$
8,911,144

 
$
8,253,718

 
 
 
 
Total capital available to Arch
$
11,043,870

 
$
10,485,976

 
 
 
 
Debt to total capital (%)
19.3

 
21.3

Debt and prefered to total capital (%)
26.3

 
28.7

(1)
Issued by Arch Capital Group (U.S.) Inc., a wholly owned subsidiary of ACGL, and fully and unconditionally guaranteed by ACGL.
(2)
Issued by Arch Capital Finance LLC (“ACF”), a wholly owned subsidiary of Arch U.S. MI Holdings Inc., and fully and unconditionally guaranteed by ACGL.
 
For the nine months ended September 30, 2017, ACGL received dividends of $182.5 million from Arch Reinsurance Ltd. (“Arch Re Bermuda”), our Bermuda-based reinsurer and insurer, which can pay approximately $1.79 billion to ACGL during the remainder of 2017 without providing an affidavit to the Bermuda Monetary Authority (“BMA”).
In August 2017, ACGL completed a $230.0 million underwritten public offering of 5.45% Series F preferred shares and, in September 2017, used the net proceeds received and other available funds to redeem in part its outstanding 6.75% Series C preferred shares.
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.
In addition, Arch MI U.S. is required to maintain compliance with the GSEs requirements, known as the Private Mortgage Insurer Eligibility Requirements or “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. Arch MI U.S. satisfied the PMIERs’ financial requirements as of September 30, 2017 with an estimated PMIER sufficiency ratio of 122%, compared to 122% at June 30, 2017.
For the nine months ended September 30, 2017, Arch U.S. MI Holdings Inc., a subsidiary of Arch-U.S., received $342.0 million of dividends from subsidiaries of United Guaranty Corporation, including United Guaranty Residential Insurance Company (“UGRIC”). Of such amount, $263.0 million was contributed to Arch Mortgage Insurance Company. UGRIC may not pay additional dividends during the remainder of 2017.
For the nine months ended September 30, 2017, Arch-U.S. received $50.0 million of dividends from Arch Reinsurance Company (“Arch Re U.S.”), our U.S.-licensed reinsurer. Arch Re U.S. can pay approximately $78.4 million to Arch-U.S. during the remainder of 2017, subject to the approval of the Commissioner of the Delaware Department of Insurance.
Pursuant to our 2014 acquisition of the CMG Entities, we made a contingent consideration payment of $71.7 million in April 2017. The maximum amount of remaining contingent

 
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consideration payments over the remaining earn-out period is $68.3 million.
The following table summarizes our cash flows from operating, investing and financing activities, excluding amounts related to the ‘other’ segment (i.e., Watford Re). See Note 3, “Variable Interest Entities,” for cash flows related to Watford Re.
 
Nine Months Ended
 
September 30,
 
2017
 
2016
Total cash provided by (used for):
 

 
 

Operating activities
$
860,197

 
$
831,086

Investing activities
(486,201
)
 
(1,131,147
)
Financing activities
(348,337
)
 
372,393

Effects of exchange rate changes on foreign currency cash
11,492

 
(5,322
)
Increase (decrease) in cash
$
37,151

 
$
67,010

Cash provided by operating activities for the nine months ended September 30, 2017 was higher than in the 2016 period, primarily reflecting higher premiums collected, partially offset by a higher level of paid losses.
Cash used for investing activities for the nine months ended September 30, 2017 was lower than in the 2016 period, reflecting changes in cash collateral related to securities lending. In addition, activity for the 2017 period reflected higher net sales of investments than in the 2016 period.
Cash used for financing activities for the nine months ended September 30, 2017 was higher than the cash provided in the 2016 period, reflecting changes in cash collateral related to securities lending and a $100.0 million paydown of revolving credit agreement borrowings. Activity for the 2016 period reflected a $434.9 million inflow from the issuance of preferred shares and $75.3 million of repurchases under our share repurchase program.
At September 30, 2017, our investable assets were $19.70 billion (excluding the $2.30 billion of investable assets related to the ‘other’ segment). Our unfunded investment commitments totaled approximately $1.58 billion at September 30, 2017. Please refer to Item 1A “Risk Factors” of our 2016 Form 10-K for a discussion of other risks relating to our business and investment portfolio.
We expect that our liquidity needs, including our anticipated (re)insurance obligations and operating and capital expenditure needs, for the next twelve months, at a minimum, 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.
 
Off-Balance Sheet Arrangements
Off-balance sheet arrangements are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2016 Form 10-K.
Market Sensitive Instruments and Risk Management
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 September 30, 2017. Market risk represents the risk of changes in the fair value of a financial instrument and is comprised of several components, including liquidity, basis and price risks. We have not included Watford Re in the following analyses as we do not guarantee or provide credit support for Watford Re, and our financial exposure to Watford Re is limited to our investment in Watford Re’s common and preferred shares and counterparty credit risk (mitigated by collateral) arising from reinsurance transactions.
An analysis of material changes in market risk exposures at September 30, 2017 that affect the quantitative and qualitative disclosures presented in our 2016 Form 10-K (see section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Sensitive Instruments and Risk Management”) were as follows: 
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, fixed maturities pledged under securities lending agreements, short-term investments and certain of our other investments which invest in fixed income securities and the corresponding change in unrealized appreciation. As interest rates rise, the fair value of our interest rate sensitive 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. Accordingly, the actual effect of interest rate movements may differ materially from the amounts set forth in the following tables.

 
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The following table summarizes the effect that an immediate, parallel shift in the interest rate yield curve would have had on our fixed income securities:
(U.S. dollars in 
billions)
Interest Rate Shift in Basis Points
-100
 
-50
 
 
+50
 
+100
Sep. 30, 2017
 

 
 

 
 

 
 

 
 

Total fair value
$
18.95

 
$
18.64

 
$
18.35

 
$
18.07

 
$
17.79

Change from base
3.3
%
 
1.6
%
 
 
 
(1.5
)%
 
(3.0
)%
Change in unrealized value
$
0.61

 
$
0.29

 
 
 
$
(0.28
)
 
$
(0.55
)
 
 
 
 
 
 
 
 
 
 
Dec. 31, 2016
 
 
 
 
 
 
 
 
 
Total fair value
$
17.95

 
$
17.62

 
$
17.31

 
$
17.00

 
$
16.70

Change from base
3.7
%
 
1.8
%
 
 
 
(1.8
)%
 
(3.5
)%
Change in unrealized value
$
0.64

 
$
0.31

 
 
 
$
(0.31
)
 
$
(0.61
)
In addition, we consider the effect of credit spread movements on the fair value of our fixed income securities and the corresponding change in unrealized appreciation. As credit spreads widen, the fair value of our fixed income securities falls, and the converse is also true.
The following table summarizes the effect that an immediate, parallel shift in credit spreads in a static interest rate environment would have had on our fixed income securities:
(U.S. dollars in 
billions)
Credit Spread Shift in Percentage Points
-100
 
-50
 
 
+50
 
+100
Sep. 30, 2017
 

 
 

 
 

 
 

 
 

Total fair value
$
18.73

 
$
18.55

 
$
18.35

 
$
18.14

 
$
17.96

Change from base
2.1
%
 
1.1
%
 
 
 
(1.1
)%
 
(2.1
)%
Change in unrealized value
$
0.39

 
$
0.20

 
 
 
$
(0.20
)
 
$
(0.39
)
 
 
 
 
 
 
 
 
 
 
Dec. 31, 2016
 
 
 
 
 
 
 
 
 
Total fair value
$
17.79

 
$
17.55

 
$
17.31

 
$
17.07

 
$
16.83

Change from base
2.8
%
 
1.4
%
 
 
 
(1.4
)%
 
(2.8
)%
Change in unrealized value
$
0.48

 
$
0.24

 
 
 
$
(0.24
)
 
$
(0.48
)
Another method that attempts to measure portfolio risk is Value-at-Risk (“VaR”). VaR attempts to take into account a broad cross-section of risks facing a portfolio by utilizing relevant securities volatility data skewed towards the most recent months and quarters. VaR measures the amount of a portfolio at risk for outcomes 1.65 standard deviations from the mean based on normal market conditions over a one year time horizon and is expressed as a percentage of the portfolio’s initial value. In other words, 95% of the time, should the risks taken into account in the VaR model perform per their historical tendencies, the portfolio’s loss in any one year period is expected to be less than or equal to the calculated VaR, stated as a percentage of the measured portfolio’s initial value. As of September 30, 2017, our portfolio’s VaR was estimated to be 3.76% compared to an estimated 3.75% at December 31, 2016.
 
Equity Securities. At September 30, 2017 and December 31, 2016, the fair value of our investments in equity securities totaled $546.0 million and $558.0 million, 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 $54.6 million and $55.8 million at September 30, 2017 and December 31, 2016, respectively, and would have decreased book value per common share by approximately $0.40 and $0.41, respectively. An immediate hypothetical 10% increase in the value of each position would increase the fair value of such investments by approximately $54.6 million and $55.8 million at September 30, 2017 and December 31, 2016, respectively, and would have increased book value per common share by approximately $0.40 and $0.41, respectively.
Investment-Related Derivatives. At September 30, 2017, the notional value of all derivative instruments (excluding to-be-announced mortgage backed securities which are included in the fixed income securities analysis above and foreign currency forward contracts which are included in the foreign currency exchange risk analysis below) was $3.06 billion, compared to $2.12 billion at December 31, 2016. If the underlying exposure of each investment-related derivative held at September 30, 2017 depreciated by 100 basis points, it would have resulted in a reduction in net income of approximately $30.6 million, and a decrease in book value per common share of approximately $0.22 per share, compared to $21.2 million and $0.16 per share, respectively, on investment-related derivatives held at December 31, 2016. If the underlying exposure of each investment-related derivative held at September 30, 2017 appreciated by 100 basis points, it would have resulted in an increase in net income of approximately $30.6 million, and an increase in book value per common share of approximately $0.22 per share, compared to $21.2 million and $0.16 per share, respectively, on investment-related derivatives held at December 31, 2016. See note 9, “Derivative Instruments,” of the notes accompanying our consolidated financial statements for additional disclosures concerning derivatives.
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 and also utilize foreign currency forward contracts and currency options as part of our investment strategy. From time to time, we may elect to over or underweight one or more currencies, which could increase our exposure to

 
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foreign currency fluctuations and increase the volatility of our shareholders’ equity.
For further discussion on foreign exchange activity, please refer to “—Results of Operations” and note 9, “Derivative Instruments,” of the notes accompanying our consolidated financial statements.
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 thousands, except 
per share data)
September 30,
2017
 
December 31,
2016
Net assets (liabilities), denominated in foreign currencies, excluding shareholders’ equity and derivatives
$
(713,065
)
 
$
(63,077
)
Shareholders’ equity denominated in foreign currencies (1)
356,048

 
290,752

Net foreign currency forward contracts outstanding (2)
(191,878
)
 
(250,263
)
Net exposures denominated in foreign currencies
$
(548,895
)
 
$
(22,588
)
 
 
 
 
Pre-tax impact of a hypothetical 10% appreciation of the U.S. Dollar against foreign currencies:
 

 
 

Shareholders’ equity
$
54,890

 
$
2,259

Book value per common share
$
0.40

 
$
0.02

 
 
 
 
Pre-tax impact of a hypothetical 10% decline of the U.S. Dollar against foreign currencies:
 

 
 

Shareholders’ equity
$
(54,890
)
 
$
(2,259
)
Book value per common share
$
(0.40
)
 
$
(0.02
)
(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.
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.
Other Financial Information
The consolidated financial statements as of September 30, 2017 and for the three month and nine month periods ended September 30, 2017 and 2016 have been reviewed by PricewaterhouseCoopers LLP, the registrant's independent public accountants, whose report is included as an exhibit to this filing. The report of PricewaterhouseCoopers LLP states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the
 
liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.

 
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ITEM 3. 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 Operations,” which information is hereby incorporated by reference. 

ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
In connection with the filing of this Form 10-Q, our management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to applicable Exchange Act Rules as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of and during the period covered by this report with respect to information being recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms and with respect to timely communication to them and other members of management responsible for preparing periodic reports of all material information required to be disclosed in this report as it relates to ACGL and its consolidated subsidiaries.
We continue to enhance our operating procedures and internal controls to effectively support our business and our regulatory and reporting requirements. Our management does not expect that our disclosure controls or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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. Additionally, controls can be circumvented by the individual acts of some persons or by collusion of two or more people. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
 
achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. As a result of the inherent limitations in a cost-effective control system, misstatement due to error or fraud may occur and not be detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the disclosure controls and procedures are met.
Changes in Internal Controls Over Financial Reporting
We acquired all of the issued and outstanding capital stock of UGC on December 31, 2016. As allowed under SEC guidance, management’s assessment of and conclusion regarding the design and operating effectiveness of internal control over financial reporting excluded the internal control over financial reporting of UGC, which is relevant to the Company’s consolidated financial statements as of and for the nine months ended September 30, 2017. UGC represents 14% of total assets as of September 30, 2017 and 13% of our total revenues for the nine months ended September 30, 2017. The financial reporting systems of UGC have not yet been fully integrated into our financial reporting systems and, as such, we did not have the practical ability to perform an assessment of UGC’s internal control over financial reporting in time for the current quarter-end. Management expects to complete the process of integrating UGC’s internal control over financial reporting during the 2017 fourth quarter. The UGC acquisition represents a material change in internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) for the nine months ended September 30, 2017.
There have been no changes in internal control over financial reporting that occurred during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting, other than the UGC acquisition as described in the preceding paragraph.

 
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PART II.  OTHER INFORMATION

ITEM 1. 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 September 30, 2017, 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 1A. RISK FACTORS
There were no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.

 
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes our purchases of our common shares for the 2017 third quarter:
 
 
Issuer Purchases of Equity Securities
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 (2)
7/1/2017 - 7/31/2017
 
4,414

 
$
94.39

 

 
$
446,501

8/1/2017 - 8/31/2017
 
4,074

 
96.99

 

 
$
446,501

9/1/2017 - 9/30/2017
 
15,618

 
95.38

 

 
$
446,501

Total
 
24,106

 
$
95.47

 

 
$
446,501

(1)
Represents repurchases by ACGL of shares, from time to time, from employees in order to facilitate the payment of withholding taxes on restricted shares granted and the exercise of stock appreciation rights. We purchased these shares 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)
Remaining amount available at September 30, 2017 under ACGL’s share repurchase authorization, under which repurchases may be effected from time to time in open market or privately negotiated transactions through December 31, 2019.

ITEM 5. OTHER INFORMATION
In accordance with Section 10a(i)(2) of the Securities Exchange Act of 1934, as amended, we are responsible for disclosing non-audit services to be provided by our independent auditor, PricewaterhouseCoopers LLP, which are approved by the Audit Committee of our board of directors. During the 2017 third quarter, the Audit Committee approved engagements of PricewaterhouseCoopers LLP for permitted non-audit services, which consisted of tax consulting services, tax compliance services and other accounting consulting services.
Disclosure of Certain Activities Under Section 13(r) of the Securities Exchange Act of 1934

Section 13(r) of the Securities Exchange Act of 1934, as amended, requires an issuer to disclose in its annual or quarterly reports whether it or an affiliate knowingly engaged in certain activities described in that section, including certain activities related to Iran during the period covered by the report.
Effective January 16, 2016, the Office of Foreign Assets Control of the U.S. Department of the Treasury adopted General License H which authorizes non-U.S. entities that are owned or controlled by a U.S. person to engage in certain activities with Iran so long as they comply with certain specific requirements set forth therein.
Certain of our non-U.S. subsidiaries provide global marine policies that provide coverage for vessels navigating into and out of ports worldwide. In light of European Union and U.S. modifications to Iran sanctions this year, including the issuance of General License H, and consistent with General License H, we have been notified that certain of our policyholders have begun to, or will begin to, ship cargo to and from Iran, and that such cargo may include transporting crude oil from Iran to another country. Since these policies insure multiple voyages and fleets containing multiple ships, we are unable to attribute gross revenues and net profits from such marine policies to these activities involving Iran. We intend for our non-U.S. subsidiaries to continue to provide such coverage to the extent permitted by applicable law.

 
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ITEM 6. EXHIBITS
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
 
The following financial information from Arch Capital Group Ltd.’s Quarterly Report for the quarter ended September 30, 2017 formatted in XBRL: (i) Consolidated Balance Sheets at September 30, 2017 and December 31, 2016; (ii) Consolidated Statements of Income for the three and nine month periods ended September 30, 2017 and 2016; (iii) Consolidated Statements of Comprehensive Income for the three and nine month periods ended September 30, 2017 and 2016; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the nine month periods ended September 30, 2017 and 2016; (v) Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2017 and 2016; and (vi) Notes to Consolidated Financial Statements.
 
 
 
 
Management contract or compensatory plan or arrangement.

 



 
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SIGNATURES
Pursuant to the requirements 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)
 
 
 
 
 
/s/ Constantine Iordanou
Date: November 3, 2017
 
Constantine Iordanou
 
 
Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors
 
 
 
 
 
/s/ Mark D. Lyons
Date: November 3, 2017
 
Mark D. Lyons
 
 
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

 
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